ASSET PURCHASE AGREEMENT November 30, 2025 by and between TotalStone, LLC, a Delaware limited liability company, Continental Stone Industries Inc., a Delaware corporation, and Jeffery Leech, in his capacity as the Sellers’ Representative

Exhibit 2.1

EXECUTION VERSION

ASSET PURCHASE AGREEMENT

November 30, 2025

by and between

TotalStone, LLC, a Delaware limited liability company,

Continental Stone Industries Inc., a Delaware corporation,

and

▇▇▇▇▇▇▇ ▇▇▇▇▇, in his capacity as the Sellers’ Representative

TABLE OF CONTENTS

			pAGE

1.	DEFINITIONS; INTERPRETATION AND RULES OF CONSTRUCTION.		2

2.	PURCHASE AND SALE OF ASSETS; ASSIGNMENT AND ASSUMPTION OF LIABILITIES.		3

	2.1	The Purchase and Sale; Assignment and Assumption	3
	2.2	Purchase Price	3
	2.3	The Closing	3
	2.4	Closing Deliveries. .	4
	2.5	Allocation of Purchase Price	4
	2.6	Net Working Capital Adjustment	4

3.	REPRESENTATIONS AND WARRANTIES REGARDING THE BUSINESS.		7

	3.1	Organization	7
	3.2	Power and Authorization	7
	3.3	Authorization of Governmental Authorities	7
	3.4	Noncontravention	7
	3.5	Capitalization	8
	3.6	[Intentionally Omitted.]	8
	3.7	Financial Statements	9
	3.8	Absence of Undisclosed Liabilities	9
	3.9	Absence of Certain Developments	10
	3.10	Debt; Guarantees	11
	3.11	Assets	11
	3.12	Real Property	11
	3.13	Intellectual Property and Information Technology	12
	3.14	Legal Compliance; Illegal Payments; Permits	13
	3.15	Tax Matters	13
	3.16	Employee Benefit Plans	15
	3.17	Environmental Matters	16
	3.18	Contracts	17
	3.19	Affiliate Transactions	18
	3.20	Customers and Suppliers	18
	3.21	Employees; Independent Contractors	19
	3.22	Litigation; Governmental Orders	20
	3.23	Service Warranty; Product Liability	20
	3.24	Insurance	20
	3.25	No Brokers	20
	3.26	Disclosure	20

Table of Contents (continued)

			Page

4.	INDIVIDUAL REPRESENTATIONS AND WARRANTIES OF PARENT.		21

	4.1	Power and Authorization	21
	4.2	Authorization of Governmental Authorities	21
	4.3	Noncontravention	21
	4.4	No Brokers	21
	4.5	Ownership of Acquired Assets	21

5.	REPRESENTATIONS AND WARRANTIES OF THE BUYER.		22

	5.1	Organization	22
	5.2	Power and Authorization	22
	5.3	Authorization of Governmental Authorities	22
	5.4	Noncontravention	22
	5.5	No Brokers	22

6.	COVENANTS.		23

	6.1	Transaction Expenses	23
	6.2	Seller’s Release	23
	6.3	Payment of Debt; Excluded Liabilities	23
	6.4	Confidentiality	23
	6.5	Publicity	24
	6.6	Non-Competition; Non-Solicitation	24
	6.7	Transfer of Certain Funds Received Post-Closing	26
	6.8	[Intentionally Omitted]	26
	6.9	Access to Records and Employees After Closing	26
	6.10	[Intentionally Omitted].	26
	6.11	Further Assurances	26

7.	INDEMNIFICATION.		28

	7.1	Indemnification by the SPA Sellers	28
	7.2	Indemnity by the Buyer	30
	7.3	Time for Claims	31
	7.4	Third Party Claims	31
	7.6	Subrogation, etc	34
	7.7	Sequence of Recovery	34
	7.8	Remedies Cumulative	36
	7.9	Tax Treatment	36
	7.11	Insurance and Third Party Indemnity Coverage	36
	7.12	No Double Recovery	36

Table of Contents (continued)

			page

8.	TAX MATTERS		36

	8.1	Tax Sharing Agreements	36
	8.2	Certain Taxes and Fees	37
	8.3	Cooperation on Tax Matters	37
	8.4	Apportionment of Ad Valorem Taxes	37

9.	MISCELLANEOUS		38

	9.1	Payments..	38
	9.2	Notices	38
	9.3	Succession and Assignment; No Third-Party Beneficiary	40
	9.4	Amendments and Waivers	41
	9.5	Entire Agreement	41
	9.6	No Third-Party Beneficiaries.	41
	9.7	Counterparts	41
	9.8	Severability	41
	9.9	Headings	41
	9.10	Construction	41
	9.11	Governing Law	42
	9.12	Jurisdiction; Venue; Service of Process	42
	9.13	Specific Performance	43
	9.15	Attorneys’ Fees	43
	9.16	Certain Rules of Construction	43

iii

EXHIBITS

A	Definitions
A-1	Illustrative Example of the Calculation of Net Working Capital
B	Bill of Sale
C	Form of Intellectual Property Assignment and Assumption Agreement
D	Assignment and Assumption Agreement
E	Financials

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement, dated as of November 30, 2025 (as amended or otherwise modified, this “Agreement”), is by and between TotalStone, LLC, a Delaware limited liability company (the “Buyer”), and Continental Stone Industries Inc., a Delaware corporation (the “Seller”), and ▇▇▇▇▇▇▇ ▇▇▇▇▇, in his capacity as the Sellers’ Representative (the “Sellers’ Representative”).

recitals

WHEREAS, concurrent with the signing of this Agreement, the following parties will enter into certain Share Purchase Agreement (the “SPA”) dated as of the date even herewith, by and among InStone Canada Corp., an Alberta company (“InStone Canada”), Dream Family Holdings Ltd., a British Columbia company (“Dream Family”), The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Family Trust (the “Leech Trust”), ▇▇▇▇▇▇▇ ▇▇▇▇▇, an individual (“Leech”), ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, an individual (“▇▇▇▇▇▇▇▇▇”), ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, an individual (“Siemens”), ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, an individual (“▇▇▇▇▇▇▇▇”), and ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, an individual (“Trierweiler”);

WHEREAS, ▇▇▇▇▇ and the Leech Trust (the “JTKT Sellers”) own all of the issued and outstanding shares (the “JTKT Shares”) of JTKT Holdings Inc., a British Columbia company (“JTKT”), which owns 54.5% of the issued and outstanding shares of Fraser Canyon Holding Inc. (“Fraser Canyon”); and

WHEREAS, Dream Family, ▇▇▇▇▇▇▇▇▇, Siemens, ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇▇▇▇ (the “Fraser Canyon Sellers”, and each individually, a “Fraser Canyon Seller”) collectively own the other 45.5% of Fraser Canyon;

WHEREAS, pursuant to the SPA, InStone Canada will acquire all of the shares of JTKT from the JTKT Sellers, and will purchase 45.5% of the issued and outstanding shares of Fraser Canyon from the Fraser Canyon Sellers, resulting in InStone Canada acquiring, either directly or indirectly, 100% of the issued and outstanding shares of Fraser Canyon;

WHEREAS, Fraser Canyon (the “Parent”) owns 100% of the issued and outstanding shares of the Seller;

WHEREAS, in connection with the contemporaneous execution of this Agreement and the SPA, the JTKT Sellers and the Fraser Canyon Sellers (collectively the “SPA Sellers”) and the Parent are party to this Agreement solely for the purpose of making the representations and warranties set out in Section 3 and 4 herein, in addition to Seller, and for the purposes of giving effect to the provisions of Section 7 herein;

WHEREAS, the Seller distributes stone products for use in residential and commercial properties (the “Business”); and

WHEREAS, the Seller wishes to sell and assign to the Buyer, and the Buyer wishes to purchase and assume from the Seller, certain assets and liabilities specified herein which relate to the Business, all on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the premises and mutual promises herein made, and in consideration of the representations, warranties and covenants herein contained, the parties hereby agree as follows:

agreement

1. DEFINITIONS; INTERPRETATION AND RULES OF CONSTRUCTION.

1.1 In this Agreement, except to the extent otherwise provided or that the context otherwise requires:

1.1.1 when a reference is made in this Agreement to an Article, Section, Exhibit, Annex or Schedule, such reference is to an Article or Section of, or an Exhibit, Annex or Schedule to, this Agreement unless otherwise indicated;

1.1.2 the table of contents and headings in this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this Agreement;

1.1.3 whenever the words “include”, “includes” or “including” are used in this Agreement, they are deemed to be followed by the words “without limitation”;

1.1.4 the words “hereof”, “herein” and “hereunder” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement;

1.1.5 Capitalized terms used in this Agreement but not defined herein shall have the meanings given to them in Exhibit A.

1.1.6 all terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto, unless otherwise defined therein;

1.1.7 the definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms;

1.1.8 references to a Person are also to its successors and permitted assigns;

1.1.9 references to any statute shall be deemed to refer to such statute as amended from time to time (including any successor statute) and to any rules or regulations promulgated thereunder;

1.1.10 references to “US” and “$” and unqualified references to “dollars” refer to United States dollars and unless otherwise expressly stated by reference to a specific country, all references to monetary amounts in this Agreement are in United State dollars;

1.1.11 references to “day” or “days” are to calendar days;

1.1.12 the use of “or” is not intended to be exclusive unless expressly indicated otherwise;

1.1.13 when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period shall end on the immediately following Business Day;

1.1.14 accounting terms which are not otherwise defined in this Agreement have the meanings given to them under GAAP. To the extent that the definition of an accounting term defined in this Agreement is inconsistent with the meaning of such term under GAAP, the definition set forth in this Agreement will control; and

1.2 Disclosure Schedule. Certain items and matters are listed in the Disclosure Schedule for informational purposes only and may not be required to be listed therein by the terms of this Agreement, whether or not such items and matters are indicated as such. In no event shall the listing of items or matters in the Disclosure Schedule be deemed or interpreted to broaden, or otherwise expand the scope of, the representations and warranties set forth in Section 3 or the covenants contained in this Agreement. Unless the context otherwise requires (for example, a Disclosure Schedule corresponds to a representation and warranty that requires disclosure of information that is “material” or that would reasonably be expected to constitute a “Material Adverse Effect”), such information, reference to, or disclosure of, any such item or matter in any Section of the Disclosure Schedule shall not be used as a basis for interpreting the terms “material” or “Material Adverse Effect”.

2. PURCHASE AND SALE OF ASSETS; ASSIGNMENT AND ASSUMPTION OF LIABILITIES.

2.1 The Purchase and Sale; Assignment and Assumption.

2.1.1 Purchase and Sale. Upon the terms and subject to the conditions contained herein, at the Closing, the Seller will sell, assign, transfer, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller, the Acquired Assets, free and clear of any Encumbrances, in exchange for the payment of the Purchase Price (as may be adjusted pursuant to this Agreement) and the assumption by the Buyer of the Assumed Liabilities.

2.1.2 Assumed Liabilities. Upon the terms and subject to the conditions set forth in this agreement, at the Closing, the Buyer will assume, effective as of the Closing, the Assumed Liabilities and no other Liabilities of the Seller, the Parent or any other Person. No assumption by the Buyer of any of the Assumed Liabilities shall relieve or be deemed to relieve the Seller or the Parent from any Liability under this Agreement with respect to any representations, warranties, covenants or other agreements made by the Seller to the Buyer.

2.1.3 Excluded Liabilities. The Buyer will not assume or perform any Liabilities of the Seller not specifically assumed by the Buyer under Section 2.1.2. The Seller will retain all Excluded Liabilities, and the SPA Sellers will satisfy and perform as and when due (or cause to be satisfied and performed as and when due) all Excluded Liabilities.

2.2 Purchase Price. The aggregate consideration payable by the Buyer to the Seller for the Acquired Assets (the “Purchase Price”) shall be (i) the assumption of the Assumed Liabilities by the Buyer, and (ii) one assignable promissory note made by the Buyer in favor of the Seller in the aggregate principal amount of $458,810.00 (such amount, the “Cash Purchase Price”), having a maturity date of December 1, 2025 (the “Closing Note”).

2.3 The Closing. The purchase and sale of the Acquired Assets and the assumption of the Assumed Liabilities (the “Closing”) will take place remotely via the electronic exchange of execution versions of this Agreement and the Ancillary Agreements via email by delivery of .pdf signed documents, on the date first written above, or on such other date or at such other time and place as the Seller and ▇▇▇▇▇ agree in writing (the “Closing Date”). The Contemplated Transactions will be deemed to have occurred simultaneously and will become effective for accounting and other computational purposes as of 11:00 P.M. (local time in Vancouver, British Columbia) on the Closing Date.

2.4 Closing Deliveries. The parties shall take the actions set forth in this Section 2.4 at the Closing.

2.4.1 a counterpart of this Agreement, duly executed by the Buyer and the Seller;

2.4.2 the Closing Note, duly executed by the Buyer;

2.4.3 [intentionally omitted];

2.4.4 The Seller will execute one or more Bills of Sale in the form attached hereto as Exhibit B with respect to all personal property included in the Acquired Assets and such other instruments as shall be reasonably requested by the Buyer to vest in the Buyer title in and to the Acquired Assets, in accordance with the provisions hereof.

2.4.5 The Buyer and the Seller will execute an Intellectual Property Assignment and Assumption Agreement, in the form attached hereto as Exhibit C with respect to all intellectual property included in the Acquired Assets.

2.4.6 The Buyer and the Seller will execute an instrument of assignment and assumption with respect to the Assumed Liabilities and Transferred Contracts in the form attached hereto as Exhibit D, and such other instruments and documents as shall be reasonably requested by the Seller to effectively facilitate the assumption by the Buyer of the Assumed Liabilities, in accordance with the provisions hereof.

2.4.7 The Seller shall deliver to the Buyer all books and records in its possession, custody or control relating to the Business which are included in the Acquired Assets.

2.4.8 The Buyer shall deliver the R&W Insurance Policy in respect of the representations and warranties in this Agreement or in any certificate or other instrument contemplated by or delivered in connection with this Agreement.

2.5 Allocation of Purchase Price. The parties shall allocate the purchase price for Tax purposes among the Acquired Assets in accordance with Section 1060 of the Code and the Treasury Regulations thereunder (and any similar provision of state or local law, as appropriate). The Buyer shall deliver such allocation to the Seller within 10 days of the Closing Date. If the Seller notifies the Buyer in writing that the Seller objects to one or more items reflected on the allocation, the Buyer and the Seller shall negotiate in good faith to resolve any dispute with respect to the allocation. The parties shall report, act and file their respective Tax Returns in accordance with the agreed upon allocation and any adjustments thereto and shall not take any position or action inconsistent with such allocation and any adjustments thereto, except to the extent required by Legal Requirement. Any adjustments required to the allocation shall be allocated in a manner consistent with the agreed upon allocation.

2.6 Net Working Capital Adjustment.

2.6.1 Prior to the Closing Date, the Sellers’ Representative will deliver to the Buyer a statement, prepared in accordance with the rules set forth on Schedule 2.6.1 (collectively, the “Preparation Standards”), setting forth the Sellers’ Representative’s good faith estimate of Net Working Capital as of the Closing Date after giving effect to the transactions contemplated herein (“Estimated Net Working Capital”) determined two (2) Business Days prior to the Closing Date, subject to adjustment.

2.6.2 Within one hundred twenty (120) days after the Closing Date, the Buyer will deliver to the Sellers’ Representative:

(a) a calculation of Net Working Capital as of the Closing Date after giving effect to the transactions contemplated herein prepared in accordance with the Preparation Standards (“Closing Date Net Working Capital”), and

(b) a statement showing any adjustments to the Cash Purchase Price payable as a result of the determination of the Closing Date Net Working Capital (the “Continental PP Adjustment”), including reasonably detailed supporting information.

2.6.3 For a period of thirty (30) days following the delivery of the Closing Date Net Working Capital statement and the Continental PP Adjustment to the Sellers’ Representative (the “Review Period”), the Buyer shall, and shall cause its Affiliates to, provide copies of the relevant financial books and records of the Business to the Sellers’ Representative and his Representatives solely for the purposes of the Sellers’ Representative exercise of his review and objection right contemplated in Section 2.6.5. In the event that the Sellers’ Representative believes that information sufficient to conduct his review and objection right has not been provided, then the Sellers’ Representative may provide written notice to the Buyer describing such alleged deficiencies and the Buyer shall make available to the Sellers’ Representative the chief financial officer of the Buyer as a representative of the Buyer to discuss such alleged deficiencies.

2.6.4 Based on Actual Net Working Capital, the following adjustments (each, a “Post-Closing Adjustment”) to the Cash Purchase Price shall be made:

(a) If the Actual Net Working Capital is greater than the Estimated Net Working Capital, then the Cash Purchase Price shall be increased by an amount equal to the difference (such amount, the “Buyer WC Payment Amount”); and

(b) If the Estimated Net Working Capital is greater than Actual Net Working Capital, then the Cash Purchase Price shall be decreased by an amount equal to the difference (such amount, the “Buyer WC Receipt Amount”).

2.6.5 If the Sellers’ Representative disputes any entry in part of the calculation of Closing Date Net Working Capital or the Continental PP Adjustment, the Sellers’ Representative shall deliver a written notice to the Buyer within the Review Period (the “Objection Period”) specifying any changes it proposes and the basis for the objection (a “Notice of Disagreement”). If the Sellers’ Representative timely delivers a Notice of Disagreement within the Objection Period, only those matters specified in such Notice of Disagreement shall be deemed to be in dispute (such matters, the “Disputed Items”). The Notice of Disagreement shall set forth in reasonable detail each Disputed Item, the disputed amount of each Disputed Item, the Sellers’ Representative’s alternative amount of each Disputed Item and the basis for such alternative calculation, and the Sellers’ Representative’s alternative calculation of the Purchase Price after taking into account the Sellers’ Representative’s alternative amount of each Disputed Item. Any component of the calculations set forth in the Continental PP Adjustment that is not the subject of a timely delivered Notice of Disagreement in accordance with this Section 2.6.5 by the Sellers’ Representative shall be final and binding upon the Parties. If a Notice of Disagreement is timely delivered to the Buyer, the Buyer and the Sellers’ Representative shall, during the thirty (30) days immediately following delivery of the Notice of Disagreement, seek in good faith to resolve any differences they may have with respect to the matters specified in the Notice of Disagreement. If the parties resolve such differences within such thirty (30) day period, then the parties shall jointly revise the Continental PP Adjustment, as applicable, to reflect their resolution, and such revised Continental PP Adjustment, as applicable shall be the Continental PP Adjustment, as applicable, which shall be conclusive and binding upon the parties and may be entered and enforced in any court of competent jurisdiction.

If such differences are not resolved to the mutual satisfaction of such parties within such thirty (30) day period, then the Sellers’ Representative and the Buyer shall submit such dispute to a US nationally or regionally recognized firm of independent certified public accountants other than the parties’ current respective accountants, as such parties may then mutually agree upon in writing, and failing agreement as determined by ▇▇▇▇▇ ▇▇▇▇▇ US, LLP (the “Independent Accountant”) for review and resolution. If requested by the Independent Accountant, each party shall execute a customary engagement letter. The Independent Accountant shall be instructed to make a determination with respect to the Notice of Disagreement within thirty (30) days after its engagement for this purpose (provided that failure to make a determination within such timeframe shall not invalidate any determination later made by the Independent Accountant). If unresolved differences specified in the Notice of Disagreement are submitted to the Independent Accountant for review and resolution, then (a) the Sellers’ Representative and the Buyer will give (or will cause to be given) the Independent Accountant access to the books and records, as well as any accounting work papers or other schedules relating to the Continental PP Adjustment, as applicable and the Notice of Disagreement, and such other relevant information reasonably requested by the Independent Accountant and that is available to such party (or its independent public accountants), with all submissions by the Sellers’ Representative or the Buyer to the Independent Accountant to be in writing and shall simultaneously be delivered to the other Party and there shall be no ex parte communication with the Independent Accountant related to the Notice of Disagreement, (b) neither the Sellers’ Representative nor the Buyer may introduce new issues or amounts of dispute subsequent to the Sellers issuing the Notice of Disagreement, (c) the Independent Accountant shall, as an expert and not as an arbitrator, consider and make a determination on only the specific, unresolved differences set forth in the Notice of Disagreement and no other items set forth on the Continental PP Adjustment, as applicable and (d) the Independent Accountant may not assign value to any item greater than the greatest item claimed by either party or less than the smallest value for such item claimed by either party.

The expenses of the Independent Accountant shall be allocated between the Sellers and the Buyer in the same proportion that the aggregate amount of the items raised in the Notice of Dispute so submitted to the Independent Accountant are unsuccessfully disputed by each such Party (as finally determined by the Independent Accountant) bears to the total amount of the unresolved objections so submitted, as determined by the Independent Accountant in its final determination. The Independent Accountant shall resolve the computation or verification of the disputed Continental PP Adjustment, as applicable, in accordance with the provisions of this Agreement (including, but not limited to, the Preparation Standards). If any matters have been submitted to the Independent Accountant for review and resolution in accordance with the provisions above, then the Sellers’ Representative and the Buyer shall direct the Independent Accountant to restate the Continental PP Adjustment to reflect (e) the items that the Sellers’ Representative and the Buyer were in agreement on and (f) the Independent Accountant’s resolution of the disputed items, within thirty (30) days from the submission of the matters specified in such Notice of Disagreement, and to deliver a copy of the restated Continental PP Adjustment to the Sellers’ Representative and the Buyer (which shall be the final Continental PP Adjustment), together with a report setting forth each disputed adjustment or matter and the Independent Accountant’s determination with respect thereto. Absent fraud, intentional misconduct or manifest error, the Independent Accountant’s determination will be conclusive, binding and non-appealable upon and by the parties and may be entered and enforced in any court of competent jurisdiction.

2.6.6 If the amount of the Cash Purchase Price increases or is reduced as a result of the Post-Closing Adjustments, the Buyer (in the case of an increase) or the Sellers’ Representative (in the case of a decrease), as the case may be, shall make appropriate payments to the SPA Sellers (in the case of an increase) or the Buyer (in the case of a decrease) within five (5) days of the later of: (i) the expiration of the Objection Period, (ii) the date on which the Sellers’ Representative and the Buyer agree on the Post-Closing Adjustment, and (iii) the date of which the Independent Accountant delivers a copy of the final, restated Continental PP Adjustment pursuant to Section 2.6.5.

Any payments required to be made by the SPA Sellers or the Buyer pursuant to Section 2.6.4 shall be paid to such Person (x) in the case of Section 2.6.4(a), to the SPA Sellers via wire transfer of immediately available funds to such bank account as the Sellers’ Representative will designate to the Buyer in writing or (y) in the case of Section 2.6.4(b), to the Buyer via wire transfer of immediately available funds to such bank account as the Buyer will designate to the Sellers’ Representative in writing. In each case, such payment(s) shall be deemed to effect an increase or reduction, as the case may be, in the Purchase Price.

3. REPRESENTATIONS AND WARRANTIES REGARDING THE BUSINESS.

In order to induce the Buyer to enter into and perform this Agreement and to consummate the Contemplated Transactions, the Seller, and each SPA Seller, on behalf of him, her, or itself, hereby represent and warrant to the Buyer as follows:

3.1 Organization. Schedule 3.1 sets forth the name and jurisdiction of organization of the Seller. The Seller is (a) duly organized, validly existing and in good standing under the jurisdiction of its organization and (b) is duly qualified to do business and in good standing in each jurisdiction set forth on Schedule 3.1, which such jurisdictions are the only jurisdictions where the nature of the activities conducted by it or the character of the property owned by it make such qualification necessary, except to the extent that the failure to do so duly licenses, qualified or in good standing could not reasonably be expected to result in a Material Adverse Effect. The Seller has delivered to the Buyer true, accurate and complete copies of its Organizational Documents.

3.2 Power and Authorization. The execution, delivery and performance by the Seller of this Agreement and each Ancillary Agreement to which each Seller is a party and the consummation of the Contemplated Transactions are within the power and authority of the Seller and have been duly authorized by all necessary action on the part of the Seller. This Agreement and each Ancillary Agreement to which each Seller is a party (a) have been duly executed and delivered by Seller and (b) are a legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with its terms, except as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally. The Seller has the full power and authority necessary to own, lease, operate and use its Assets and carry on the Business.

3.3 Authorization of Governmental Authorities. Except as disclosed on Schedule 3.3, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Seller of this Agreement and each Ancillary Agreement to which the Seller is a party or (b) the consummation of the Contemplated Transactions by the Seller.

3.4 Noncontravention. Except as disclosed on Schedule 3.4, neither the execution, delivery and performance by the Seller of this Agreement or any Ancillary Agreement to which it is a party nor the consummation of the Contemplated Transactions will:

(a) assume the taking of any action by (including any authorization, consent or approval), or in respect of, or any filing with, any Governmental Authority, in each case, as disclosed on Schedule 3.3, violate any Legal Requirement applicable to the Seller;

(b) result in a breach or violation of, or default under, any Contractual Obligation of the Seller or provide any third party the right to terminate, modify, accelerate or otherwise alter any right or obligations under any Contractual Obligation of the Seller;

(c) require any action by (including any authorization, consent or approval) or in respect of (including notice to), any Person under any Contractual Obligation of the Seller;

(d) require any offer to purchase or prepay any Debt or Assumed Liability;

(e) result in the creation or imposition of an Encumbrance upon, or the forfeiture of, any Acquired Asset;

(f) result in a breach or violation of, conflict or default under, the Organizational Documents of the Seller; or

(g) require any action by (including any authorization, consent or approval), or in respect of (including notice to), any Governmental Authority under or with respect to any Permit of the Seller.

3.5 Capitalization.

3.5.1 Capital Stock. Seller has not violated the 1933 Act, any state “blue sky” or securities laws, any other similar Legal Requirement or any preemptive or other similar rights of any Person in connection with the issuance or redemption of any of its Equity Interests.

3.5.2 Ownership. Schedule 3.5.2 sets forth the names of the record and beneficial holders of all of the issued and outstanding shares and/or other ownership interest of Seller, the number of shares and/or other ownership interest held by each such record holder. Each record holder holds such shares and/or other ownership interest free and clear of any Encumbrances. Other than as set forth on Schedule 3.5.2, there are no other equity securities, other equity interests (including phantom or other interests) or other ownership interest of the Seller issued or outstanding. There are no preemptive rights or other similar rights in respect of any interest in the Seller. Except for the transactions contemplated hereby, there is no Contractual Obligation, or provision in the Organizational Documents of the Seller, which obligates the Seller to purchase, redeem or otherwise acquire, or make any payment (including any dividend or distribution) in respect of, any equity interest in the Seller.

3.5.3 Subsidiaries. Except as set forth on Schedule 3.5.3, the Seller does not: (i) have any Subsidiaries or owns any direct or indirect interests in any other Person, nor does the Seller have the right to acquire any equity interests in any other Person; and (ii) is subject to any obligation to make any investment in or to provide funds by way of loan, capital contribution or otherwise to any Person.

3.6 [Intentionally Omitted.]

3.7 Financial Statements.

3.7.1 Financial Statements. Attached as Exhibit E are copies of each of the following:

(a) the balance sheet of the Seller as of June 30, 2025 (such balance sheet, collectively, the “Most Recent Balance Sheet,” and, such date, the “Most Recent Balance Sheet Date”) and December 31, 2024 and the related statements of income of the Seller for the fiscal year then ended, accompanied by any notes thereto (collectively, the “Annual Financials”); and

(b) the balance sheet of the Seller as of August 31, 2025 and the related statement of income of the Seller for the ten (10) months then ended (the “Interim Financials”, and together with the Annual Financials, collectively the “Financials”).

3.7.2 Compliance. Except as disclosed on Schedule 3.7.2(i), the Financials (including any notes thereto) (a) are complete and correct in all material respects and were prepared in accordance with the books and records of the Seller and fairly present in all material respects the financial position of the Seller as at the respective dates thereof and the results of the operations of the Seller for the respective periods covered thereby. Except as disclosed on Schedule 3.7.2, the Financials have been prepared in accordance with GAAP. The Financials, taken together, fairly present in all material respects the Assets, liabilities and operations of the Business for the indicated periods.

3.7.3 Accounts Receivable. All accounts and notes receivable reflected on the Most Recent Balance Sheet and all accounts and notes receivable arising subsequent to the Most Recent Balance Sheet Date have arisen in the ordinary course of business, represent legal, valid, binding and enforceable obligations owed to the Seller and subject only to consistently recorded reserves for bad debts set forth on the Most Recent Balance Sheet, have been, or will be, collected or are, or will be, collectible in the aggregate recorded amounts thereof in accordance with their terms and will not be subject to any contests, claims, counterclaims or setoffs.

3.7.4 Inventory. All inventory of the Seller consists of a quality and quantity usable and saleable in the ordinary course of business, except for obsolete, damaged, defective or slow-moving items that have been written off or written down to fair market value or for which reserves have been established as recorded in the Financials, and consistent with past practices of the Seller. No inventory of the Seller is held on a consignment basis, and no inventory has been consigned to others. Schedule 3.7.4 sets forth the name and description, quantity and location of each item of inventory. The quantities of each item of inventory (whether raw materials, work-in-process or finished goods) of the Seller are not excessive, but are reasonable for the level appropriate to the customary conduct of the Business as heretofore conducted. All inventory is located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.

3.8 Absence of Undisclosed Liabilities. The Seller has no Liabilities except for (a) Liabilities set forth on the face of the Most Recent Balance Sheet or specifically disclosed in the notes thereto, (b) Liabilities incurred since the Most Recent Balance Sheet Date that are included on the final Closing Balance Sheet and (c) Liabilities that are Excluded Liabilities. Except as disclosed on Schedule 3.8, (i) all of the Liabilities described in clauses (a), (b) and (c) of the first sentence of this Section 3.8 (collectively, the “Designated Liabilities”) were incurred in the ordinary course of business, (ii) none of the Designated Liabilities results from, arises out of, or relates to any breach or violation of, or default under, a Contractual Obligation or Legal Requirement and (iii) none of the Liabilities described in clause (c) of the first sentence of this Section 3.8 is in excess of $5,000.

3.9 Absence of Certain Developments. Except as disclosed on Schedule 3.9, the Business has been conducted in the ordinary course of business since the Most Recent Balance Sheet Date, including but not limited to the following:

(a) The Seller has not amended or approved any amendment to its Organizational Documents;

(b) The Seller has not (i) made any declaration, setting aside or payment of any dividend or other distribution with respect to, or any repurchase, redemption or other acquisition of, any of its capital stock or (ii) entered into, or performed, any transaction with, or for the benefit of, Parent or any Affiliate of any of them other than payments made to officers, directors and employees in the ordinary course of business);

(c) There has been neither a material loss, nor any destruction, damage or eminent domain taking (in each case, whether or not insured) affecting the Business or any Acquired Asset;

(d) The Seller has not increased the Compensation owed, payable or paid, or altered the timing or methods of such Compensation, whether conditionally or otherwise, to any (i) employee or independent contractor, in each case other than to non-executive employees in the ordinary course of business, (ii) any executive employee, director or officer or (iii) the Sellers or any of its Affiliates;

(e) The Seller has not entered into or amended any Contractual Obligation providing for the employment or engagement of any Person on a full-time, part-time, independent contractor or other basis or otherwise providing Compensation or other benefits to any officer, director, employee or independent contractor;

(f) The Seller has not (i) made any change in its methods of accounting or accounting practices (including with respect to reserves), (ii) changed or applied for permission to change any Tax election; or (iii) changed its policies or practices with respect to paying payables or billing and collecting receivables;

(g) The Seller has not terminated or closed any facility, business or operation;

(h) The Seller has not (i) adopted an Employee Plan, (ii) amended or terminated any Company Plan, (iii) except in accordance with the terms thereof as in effect on the Most Recent Balance Sheet Date, increased any benefits under any Company Plan, or (iv) altered the vesting, timing or method of any payments under any Company Plan;

(i) The Seller has not written up or written down any Acquired Asset, including without limitation revaluating any Acquired Asset, or revaluing any inventory;

(j) Except in the ordinary course of business, the Seller has not consented to the sale, assignment, exclusive license or transfer to any third party of any tangible or intangible Assets (including any Intellectual Property) material to the Business;

(k) The Seller has not failed to pay any fee or otherwise take any reasonable action necessary to maintain and protect its right, title and interest in and to the Acquired Intellectual Property, including in response to any actions taken by a Governmental Authority;

(l) The Seller has not received any notice from any third party (including any manufacturing party) that such third party is the owner or purported owner of any Acquired Intellectual Property;

(m) No event or circumstance has occurred which could reasonably be expected to result in a Material Adverse Effect; and

(n) The Seller has not entered into any Contractual Obligation to do any of the things referred to elsewhere in this Section 3.9.

3.10 Debt; Guarantees. The Seller has no Liabilities in respect of Debt except as set forth on Schedule 3.10. For each item of Debt, Schedule 3.10 correctly sets forth the debtor, the principal amount of the Debt as the date of this Agreement, the creditor, the maturity date and the collateral, if any, securing the Debt. The Seller has no Liability in respect of a Guarantee of any Liability of any other Person. Schedule 3.10 also lists each item of Permitted Debt, which the parties hereto agree shall not be paid off and discharged at Closing.

3.11 Assets.

3.11.1 Title to Assets. The Seller has sole and exclusive, good and marketable title to, or, in the case of property held under a lease, license or other Contractual Obligation, a sole and exclusive, enforceable leasehold interest in, or right to use, all of the Acquired Assets, whether real or personal and whether tangible or intangible, including all assets reflected in the Most Recent Balance Sheet or acquired after the Most Recent Balance Sheet Date. Except as disclosed on Schedule 3.11.1, none of the Acquired Assets are subject to any Encumbrance which is not a Permitted Encumbrance. Neither Parent nor any Affiliate of Parent (other than the Seller) owns any Acquired Asset or any other asset used in or necessary for the operation of the Business, and (i) no third party has asserted any claim relating to ownership of the Acquired Assets and (ii) no circumstances exist that are reasonably likely to result in any third party asserting a claim to ownership of any Acquired Asset.

3.11.2 Condition of Assets. The Acquired Assets are in good working order, operating condition, and state of repair (ordinary wear and tear excepted), are usable in the ordinary course of business, have been maintained and serviced in the ordinary course of business in accordance with good manufacturing standards, and comprise all of the assets, properties and rights of every type and description, whether real or personal, tangible or intangible, used in or necessary to conduct the Business as currently conducted. Except as set forth on Schedule 3.11.2, there is no material item of plant, machinery or equipment included in the Acquired Assets which, to the Seller’s Knowledge, is reasonably expected to require replacement in the twenty-four (24) month period following the Closing Date.

3.12 Real Property.

3.12.1 The Seller does not lease, sublease, license or otherwise occupy or use any real property pursuant to any lease, sublease, license or other agreement, whether written or oral (such real property, “Leased Real Property”).

3.12.2 Except as set forth in Schedule 3.12.2, since January 1, 2020, the Seller has not leased, subleased, licensed or otherwise occupied or used any Leased Real Property.

3.12.3 Except as set forth in Schedule 3.12.3, Seller does not own, and has never owned, any real property or holds any options to purchase any real property.

3.13 Intellectual Property and Information Technology.

3.13.1 Schedule 3.13.1 sets forth a complete and correct list of (i) all registered Intellectual Property and applications therefor owned by the Seller and/or the Parent, (ii) a list of all of the corporate names and material brand names (whether or not registered) owned by the Seller and/or the Parent used in the conduct of the Seller as currently conducted, and (iii) Software owned by the Seller and/or any of its Subsidiaries ((i) through (iii) collectively, the “Acquired Intellectual Property”).

3.13.2 Except as set forth in Schedule 3.13.2, (i) the Seller owns and possesses all right, title and interest in and to the Acquired Intellectual Property and possesses the valid and enforceable right to use all other Intellectual Property necessary or used in the operation of the Business, in each case free and clear of all liens; (ii) no Acquired Intellectual Property is subject to any license (royalty bearing or royalty free) and/or any other agreement or arrangement that requires payment by the Seller to any Person with respect to the use of the Acquired Intellectual Property and/or any obligation to grant any right to any Person to use the Acquired Intellectual Property; (iii), all Acquired Intellectual Property is valid, subsisting and enforceable and is not subject to any Taxes or other fees, other than periodic, filing and maintenance fees, all of which have been paid in the ordinary course; (iv) no maintenance fee or other filing relating to any of the Intellectual Property is or will become due within ninety (90) days of the Closing Date; (v) the Companies and the Sellers have; (iv) the Seller has taken commercially reasonable steps necessary to enforce against third parties the Acquired Intellectual Property; (v) no loss and/or expiration of any Acquired Intellectual Property is pending and/or threatened in writing except expiration of patents or registered copyrights in accordance with such property’s normal terms; (vi) no order or proceeding has been issued, is pending, and/or is threatened in writing, that challenges any of the Seller’s ownership of or the legality, validity, enforceability and/or use of any of the Acquired Intellectual Property; and (vii) the Seller is not bound by, and no Acquired Intellectual Property is subject to, any contract containing any covenant and/or other provision that in any way limits or restricts the ability of the Seller to, in any way, use, assert, enforce, and/or otherwise exploit any such Intellectual Property. Except as set forth on Schedule 3.4, the consummation of the transactions contemplated by this Agreement will not result in the loss or impairment of any Acquired Intellectual Property owned and/or otherwise controlled by the Seller.

3.13.3 The Seller has taken commercially reasonable steps necessary to protect all trade secrets, know-how, and other confidential Intellectual Property of the Seller. To the Seller’s Knowledge, in the past three (3) years, there has been no unauthorized disclosure of any Intellectual Property. Except as set forth in Schedule 3.13.3, no employees of the Seller have contributed to any material portion of the Intellectual Property of the Seller.

3.13.4 Except as set forth in Schedule 3.13.4, since December 1, 2019, the Seller has not received any written charge, complaint, claim, demand or notice alleging any interference, infringement, misappropriation or violation of a third party’s Intellectual Property (including any written invitation to license or written request, demand, or claim that the Seller refrains from using any Intellectual Property of any third party); (ii) to Seller’s Knowledge, no third party has, since December 1, 2019, interfered with, infringed upon, misappropriated or violated any Intellectual Property owned by the Seller; and (iii) Seller has not interfered with, infringed upon, misappropriated or violated any Intellectual Property of any other Person’s Intellectual Property.

3.13.5 Except as set forth in Schedule 3.13.5, neither the Seller nor any of its Subsidiaries is party to or subject to any Contractual Obligation that prohibits or otherwise restricts the Seller or any of its Subsidiaries from using any of the Acquired Intellectual Property (other than Software described in Schedule 3.13.1) in any country or jurisdiction anywhere in the world.

3.14 Legal Compliance; Illegal Payments; Permits.

3.14.1 Compliance. Except as disclosed on Schedule 3.14.1, Seller is not, nor has been since January 1, 2020, in breach or violation of, or default under, its Organizational Documents or, in any material respect, any Legal Requirement applicable to the Seller.

3.14.2 Permits. The Seller has been duly granted all Permits under all Legal Requirements necessary for the conduct of the Business and to the ownership, use and operation of the Acquired Assets (collectively, the “Necessary Permits”). Schedule 3.14.2 describes each of the Necessary Permits included in the Acquired Assets, together with the Governmental Authority or other Person responsible for issuing such Permit. Except as disclosed on Schedule 3.14.2, (a) such Permits are valid and in full force and effect, and (b) the Seller is not, and has not been since January 1, 2020, in breach or violation of, or default under, any such Permit, and no reasonable basis exists which, with notice or lapse of time or both, would reasonably be expected to constitute any such breach, violation nor default or give any Governmental Authority grounds to suspend, revoke or terminate any such Permit and (c) the Permits will continue to be valid and in full force and effect, on identical terms following the consummation of the Contemplated Transactions.

3.14.3 Unfair Trade Practices. The Seller has not engaged in, and the conduct of the Business does not entail, unfair competition or trade practices or any false, deceptive, unfair or misleading advertising or promotional practices under the laws of any jurisdiction in which the Seller operates or markets any of its products or services. The Seller has not received any notifications or been subject to any investigations from the FTC or other Governmental Authorities regarding its products, services, advertising, or promotional practices.

3.15 Tax Matters. Except as set forth on Schedule 3.15:

3.15.1 Seller has duly and timely filed, or has caused to be timely filed, all Tax Returns required to be filed prior to the date hereof in accordance with all Legal Requirements applicable to the Seller, the Business or the Acquired Assets, and all such Tax Returns are true, correct and complete in all respects and were prepared in compliance with all applicable Legal Requirements. The Seller has paid, on a timely basis, all Taxes due and payable (whether or not assessed by the appropriate Governmental Entity and whether or not shown as due on a Tax Return) and the Seller, with respect to the Acquired Assets, the Business, including all installments of Taxes, which are required to have been paid to any Governmental Entity pursuant to applicable Law, and for which the Seller may be liable, and to the extent the liabilities for such Taxes are not due, adequate reserves have been established on the Financials. Since January 1, 2020, no written claim has ever been made by Governmental Authority in a jurisdiction where the Seller does not file Tax Returns that the Seller is or may be subject to taxation by or required to file Tax Returns in that jurisdiction, and to Seller’s Knowledge, there is no basis for any such claim to be made. To Seller’s Knowledge, there are no Encumbrances with respect to Taxes upon any Acquired Asset other than for current Taxes not yet due and payable.

3.15.2 Seller has collected, deducted or withheld and has timely paid over to or otherwise deposited with the appropriate Governmental Authority all Taxes required to be collected, deducted or withheld prior to the Closing Date in connection with amounts received from or paid to or otherwise allocable to any Seller customer, employee, independent contractor, creditor, stockholder, member, partner or other Person, and Seller has complied with all related reporting and recordkeeping requirements, including the collection of all required exemption, resale and withholding certificates and the proper completion and timely filing of all required Tax Returns.

3.15.3 As of the Closing Date, there is no Action concerning any Tax Liability or Tax Return of the Seller with respect to the Acquired Assets or the Business pending, being conducted, claimed, raised or threatened by a Governmental Authority in writing, nor to Seller’s Knowledge, is there any basis for any such Action to be undertaken. To Seller’s Knowledge, there are no deficiencies, litigation, assessments, reassessments, proposed adjustments or other matters in controversy with respect to any Taxes that have been asserted or have been raised by any Governmental Entity which remain unresolved. The Seller has provided or made available to the Buyer true, correct and complete copies of all Tax Returns, examination reports, and statements of deficiencies filed, assessed against, or agreed to by the Companies or any Seller with respect to the Assets or the Business since December 31, 2020. Schedule 3.15.3 indicates the Tax Returns that have been audited.

3.15.4 Neither Seller nor Parent has waived any statute of limitations in respect of Taxes or agreed to, or is the beneficiary of, any extension of time with respect to a Tax assessment or deficiency with respect to the Acquired Assets or the Business. The Seller has not executed any power of attorney with respect to any Tax or Tax Return, other than powers of attorney that are no longer in force. No closing agreements, private letter rulings, technical advice memoranda or similar agreements or rulings relating to Taxes have been entered into or issued to the Seller or Parent by any Governmental Authority with or in respect of the Seller or with respect to the Acquired Assets or the Business.

3.15.5 The Seller is not a party to any indemnification, allocation or sharing agreement with respect to Taxes that could give rise to a payment or indemnification obligation after Closing.

3.15.6 No material amount in respect of any outlay or expense that is deductible for the purposes of computing the income of the Seller for Tax purposes has been owing by the Seller, as the case may be, for longer than two taxation years to a person not dealing at arm’s length with the Seller at the time the outlay or expense was incurred.

3.15.7 The Seller has never been a member of an affiliated, consolidated, combined or unitary group, including an “affiliated group” within the meaning of Code Section 1504(a). Seller is not a party to any Contractual Obligation relating to Tax sharing or Tax allocation agreement. Seller has no Liability for the Taxes of any Person under Treasury Regulation 1.1502-6 (or any similar provision of state, local or foreign law), as a transferee or successor, by contract or otherwise.

3.15.8 The unpaid Taxes of the Seller or with respect to the Acquired Assets or the Business (a) did not as of the Most Recent Balance Sheet Date exceed the reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income), and (b) are not reasonably expected as of the Closing Date to exceed the reserve for Taxes as adjusted for transactions or events in the ordinary course of business through the Closing Date in accordance with the past custom and practice of the Seller in filing its Tax Returns.

3.15.9 Since the Most Recent Balance Sheet Date, Seller has not made, changed or revoked any Tax election, elected or changed any method of accounting for Tax purposes, amended any Tax Return, settled or compromised any Action in respect of Taxes or entered into any Contractual Obligation in respect of Taxes with any Governmental Authority.

3.15.10 Neither the execution of this Agreement nor any of the transactions contemplated herein will (either alone or together with any other event) could result in the payment of any “excess parachute payment” that would not be deductible by reason of Code Section 280G or in the imposition of an excise Tax under Code Section 4999 (or any corresponding provisions of state, local or foreign Tax law) or in any payment that would not be deductible under Code Sections 162 or 404.

3.15.11 Seller has never participated in any reportable transaction within the meaning of Treasury Regulation 1.6011-4 or engaged in any transaction that would trigger the imposition of penalties under Section 6662 of the Code.

3.16 Employee Benefit Plans.

3.16.1 For purposes of this Agreement, “Employee Plan” means any plan, contract, program, policy or arrangement, whether or not reduced to writing, that is an “employee benefit plan” within the meaning of Section 3(3) of ERISA (whether or not subject to ERISA), and any other equity or equity based, employment, consulting, severance, termination pay, deferred-compensation, retirement, pension, profit-sharing, pension, supplemental pension, retiring allowance, savings, welfare-benefit (including medical, dental, short and long-term disability, pharmaceutical, vision, accidental death and dismemberment, travel, critical illness, and life insurance benefits), welfare-benefit, bonus, incentive, retention, change-of-control, sick leave, vacation, employee loan, education assistance, vehicle allowance, housing allowance, relocation benefits, perquisites, mortgage insurance, fringe-benefit or other similar plan, contract, program, policy or arrangement.

3.16.2 Schedule 3.16.2 lists all Employee Plans that the Seller sponsors, maintains, contributes or is obligated to contribute, or under which the Seller has or may have any Liability, or which benefits any current or former employee, director, officer, owner, or independent contractor of the Seller or the beneficiaries or dependents of any such Person (each, a “Company Plan”). With respect to each Company Plan, the Seller has delivered to the Buyer true, accurate and complete copies of each of the following, if applicable: (a) the plan document together with all amendments thereto (or, if the plan has not been reduced to writing, a written summary of all material plan terms), (b) any trust agreements, custodial agreements, insurance policies, administrative agreements and similar agreements, and investment management or investment advisory agreements, (c) the most recent summary plan description, employee handbook or booklet or similar employee communications, (d) in the case of any plan that is intended to be qualified under Code Section 401(a), a copy of the most recent determination letter or other opinion letter from the IRS and any related correspondence, and a copy of any pending request for such determination, and (e) the most recent Forms 5500.

3.16.3 Neither Seller nor any other Person that would at the relevant time be considered a single employer with the Seller under the Code or ERISA (each, an “ERISA Affiliate”) has ever sponsored, maintained, contributed to, or has or had any Liability with respect to an Employee Plan subject to Title IV of ERISA or Code Section 412, including any “multiemployer plan” as defined in Section 3(37) or 4001(a)(3) of ERISA.

3.16.4 Each Company Plan that is intended to be qualified under Code Section 401(a) is so qualified, and no event has occurred that would reasonably be expected to affect adversely such Company Plan’s qualified status. Each Company Plan, including any associated trust or fund, has been administered in all material respects in accordance with its terms and with applicable Legal Requirements.

3.16.5 All required contributions to, and premium payments on account of, each Company Plan have been made on a timely basis and, to the extent not due, have been appropriately accrued for.

3.16.6 There is no pending or threatened, in writing, Action relating to a Company Plan, other than routine claims in the ordinary course of business for benefits provided for by the Company Plans, and there are no facts or circumstances that could give rise to such an Action. No Company Plan is or, within the last six years, has been the subject of an examination, audit, inquiry, review, proceeding, claim or demand by a Governmental Authority, is the subject of an application or filing under, or is a participant in, a government-sponsored amnesty, voluntary compliance, self-correction or similar program.

3.16.7 Except as required under Section 601 et seq. of ERISA relating to coverage at the service provider’s own cost, no Company Plan provides or has any Liability to provide health, life, or disability benefit coverage upon or following retirement or other termination of employment.

3.16.8 No payment or benefit under any Company Plan will be established or become accelerated, vested, funded or payable by reason of the Contemplated Transactions, either alone or upon the occurrence of any other event.

3.16.9 Each Company Plan that is a nonqualified deferred compensation plan as defined in Code Section 409A is and has been in compliance with the documentary and operational requirements of Code Section 409A. Seller does not have contracts or obligations (oral or written) to provide a “gross-up” with respect to amounts subject to Code Section 409A.

3.17 Environmental Matters. Except as set forth in Schedule 3.17, (a) the Seller, the current and past operations of the Business, the properties and assets owned, leased, used or occupied by or formerly owned, leased, used, or occupied by, the Seller (including the Leased Real Property and Real Property Leases) are, and have been at all times, in compliance with all Environmental Laws, which compliance includes the possession of, and compliance with, all Permits required for the operation of the Business under Environmental Laws, (b) there has been no release or threatened release of any pollutant, petroleum or any fraction thereof, dangerous good, contaminant or toxic or hazardous material (including toxic mold), substance or waste, whether natural or artificial, including any other material or substances as defined in or regulated by any Environmental Laws now or hereafter in effect and including all breakdown substances (each a “Hazardous Substance”) on, upon, into or from any site currently or previously owned, leased or otherwise used by the Seller (including without limitation the Leased Real Property) or at any location at which the Business has been conducted (including the provisions of services), in any case for which release or threatened release the Seller could reasonably be expected to incur liability pursuant to Environmental Laws, (c) there have been no Hazardous Substances produced, generated, handled, transported or disposed of by the Seller except in compliance with Environmental Laws, (d) except for matters that have been resolved, the Seller has never received any written claim or been subject to any action alleging that the Seller or the Business has violated or has any liability under any Environmental Law, (e) there are no underground or surface storage tanks located on, no PCBs (polychlorinated biphenyls) or PCB-containing equipment used or stored on, and no Hazardous Substances stored on, any site owned or operated by the Seller (including the Leased Real Property and Real Property Leases), except for the storage of Hazardous Substances in compliance with Environmental Laws, and (f) all Permits are in full force and effect and the Seller has made available to the Buyer true, accurate and complete copies of all material environmental records, reports, notifications, certificates of need, permits, pending permit applications, correspondence, engineering studies, and environmental studies or assessments in their possession or under their control, in each case as amended and in effect.

3.18 Contracts.

3.18.1 Contracts. Except as disclosed on Schedule 3.18.1, Seller is not bound by or a party to:

(a) any Contractual Obligation (or group of related Contractual Obligations) the performance of which involves annual payments to or by the Seller in the aggregate in excess of $5,000 or aggregate payments to or by the Seller in excess of $10,000 over the life of such Contractual Obligation, other than any Contractual Obligation which by its terms can be terminated upon no greater than sixty (60) days’ notice without penalty or any further obligation or Liability to the Seller;

(b) any Contractual Obligation relating to the acquisition or disposition of (i) any material business of the Seller (whether by merger, consolidation or other business combination, sale of securities, sale of assets or otherwise) or (ii) any material asset other than sales of inventory entered into in the ordinary course of business;

(c) any Contractual Obligation under which the Seller is, or may become, obligated to pay any amount in respect of indemnification obligations;

(d) any Contractual Obligation concerning or consisting of a partnership, limited liability company, joint venture agreement or similar agreement;

(e) any Contractual Obligation (or group of related Contractual Obligations) under which the Seller has permitted any Acquired Asset to become Encumbered;

(f) any Contractual Obligation under which any other Person has guaranteed any Debt of the Seller or Seller has guaranteed any Debt or other obligation of any other Person;

(g) any Contractual Obligation, whether the Seller is subject to or the beneficiary of such obligations, which (i) relates to confidentiality (other than customary confidentiality provisions contained in customer and supplier agreements of the Seller entered into the in the ordinary course of business) or (ii) restricts any business activity (including the solicitation, hiring or engagement of any Person or the solicitation of any customer) of the Seller or any Affiliate thereof or limits the freedom of the Seller or any Affiliate thereof to engage in any line of business or compete with any Person;

(h) any Contractual Obligation under which the Seller is, or may become, obligated to incur any severance, termination, retention, change-in-control or similar pay, benefits or other Compensation obligations which would become owed or payable in connection with the execution of this Agreement or the consummation of the Contemplated Transactions, whether alone or in connection with another event, such as termination of employment;

(i) any Contractual Obligation providing for the employment or engagement with a Person on a full-time, part-time, independent contractor or other basis or otherwise providing Compensation to any officer, director, employee or independent contractor;

(j) any collective bargaining agreement or other Contractual Obligation with any labor union or other employee association;

(k) any agency, dealer, distributor, sales representative, marketing or other similar agreement;

(l) any Contractual Obligation that contains most favored customer pricing provisions or grants any exclusive rights, rights of first refusal, rights of first negotiation or similar rights to any Person;

(m) any Contractual Obligation with an Affiliate of the Seller or Parent;

(n) any Contractual Obligation with any Governmental Authority.

The Seller has delivered to the Buyer true, accurate and complete copies of each written Contractual Obligation required to be listed on Schedule 3.18, in each case, as amended or otherwise modified and in effect. The Seller has delivered to the Buyer a written summary setting forth the terms and conditions of each oral Contractual Obligation required to be listed on Schedule 3.18.1.

3.18.2 Enforceability, etc. Each Contractual Obligation required to be disclosed on Schedule 3.10 (Debt; Guarantees), 3.12 (Real Property), 3.13 (Intellectual Property), 3.16 (Employee Benefit Plans), 3.18 (Contracts), 3.20 (Customers and Suppliers) or 3.24 (Insurance) and which is a Transferred Contract (each, a “Disclosed Contract”) is enforceable against each party to such Contractual Obligation is in full force and effect, and subject to obtaining any necessary consents disclosed in Schedule 3.3 or Schedule 3.4, and will continue to be so enforceable and in full force and effect on identical terms following the consummation of the Contemplated Transactions, and neither the Seller nor, to Seller’s Knowledge, any other party to any Disclosed Contract is in breach or violation of, or default under, or has repudiated any provision of, any Disclosed Contract.

3.19 Affiliate Transactions. Except for the matters disclosed on Schedule 3.19, neither Parent nor any Affiliate of any Parent is an officer, director, employee, independent contractor, competitor, creditor, debtor, customer, distributor, supplier or vendor of, or is a party to any Contractual Obligation with, the Seller. Except as disclosed on Schedule 3.19, neither Parent nor any Affiliate of Parent (other than the Seller) owns any asset used in, or necessary to, the Business.

3.20 Customers and Suppliers.

3.20.1 Schedule 3.20.1 sets forth a complete and accurate list of (a) the five (5) largest customers of the Business (taken as a whole, measured by aggregate dollar value) for each of (i) the fiscal year ended on the Most Recent Balance Sheet Date and (ii) the period beginning on the Most Recent Balance Sheet Date and ending August 31, 2025, indicating the existing Contractual Obligations with each such customer by product or service provided, and (b) the five (5) largest suppliers of materials, products or services to the Business (taken as a whole, measured by aggregate dollar value) for each of (i) the fiscal year ended on the Most Recent Balance Sheet Date and (ii) the period beginning on the Most Recent Balance Sheet Date and ending August 31, 2025, indicating the Contractual Obligations for continued supply from each supplier.

3.20.2 Other than as set forth on Schedule 3.20.2, the relationships of the Business with the customers and suppliers and required to be listed on Schedule 3.20.1 are good commercial working relationships and none of such customers and suppliers has canceled, terminated or otherwise altered (including any reduction in the rate or amount of sales or purchases or increase in the prices charged or paid, as the case may be) or notified the Seller or the Parent in writing of any intention to do any of the foregoing or otherwise threatened to cancel, terminate or materially alter (including any material reduction in the rate or amount of sales or purchases, as the case may be) its relationship with the Business.

3.21 Employees; Independent Contractors.

3.21.1 Schedule 3.21.1 sets forth true and complete information as to the name, current job title, start date, work location, compensation for each of the last three years of all current employees of the Seller, commission and bonus amounts due for the current year for all current employees of the Seller, overtime classification, a description of the commission and bonus structure of each of the current employees of the Seller, whether they are subject to a written employment contract, whether they are employed under a work permit or work visa (and the details of such work permit or work visa including expiration and any conditions), and whether such employee is on a leave of absence together with the expected date of return to work. If there any employees disclosed on Schedule 3.21.1, no such employee has given notice of termination to the Seller, nor has any such employee otherwise disclosed plans to terminate a relationship with the Seller within the next twelve (12) months. Other than disclosed in Schedule 3.21.1, no employee is employed under a work visa or work permit. Except as disclosed in Schedule 3.21.1, the Seller is not a party or bound by any other written contract of employment.

3.21.2 Except as disclosed on Schedule 3.21.2, (a) there are no labor work slowdowns, lockouts, stoppages, picketings or strikes pending or, to Seller’s Knowledge, threatened against the Seller, and there have been no such troubles within the past three (3) years, (b) no employee of the Seller is represented by a labor union or other employee representative body, (c) Seller is not a party to, or otherwise subject to, any collective bargaining agreement or other Contractual Obligation with a labor union or other employee representative body, and no such Contractual Obligation is being negotiated by the Seller, (d) no petition has been filed or proceedings instituted by or on behalf of a labor union or other employee representative body with any Governmental Authority seeking recognition of a bargaining representative of any employees of the Seller, (e) there is no effort pending or, to Seller’s Knowledge, threatened by or on behalf of any labor union or other employee representative body to organize employees of the Seller, and there have been no such efforts in the past three (3) years, (f) no notice, consultation and/or consent requirements with respect to any employee, or with respect to any labor union or other employee representative body, will be incurred in connection with the execution of this Agreement or the consummation of the Contemplated Transactions.

3.21.3 Schedule 3.21.3 sets forth true and complete information as to the name, title, description of engagement, whether there is a written contract of engagement, term of engagement, and summary of the compensation paid to all Persons the Seller has classified as independent or dependent contractors. The Seller has properly classified individuals providing services to them as independent contractors, dependent contractors or employees, as the case may be. The Seller has not incurred, and no circumstances exist under which the Seller would reasonably be expected to incur, any liability arising from the classification of workers as independent or dependent contractors, including the failure to pay wages or any other compensation or provide termination or severance notice or payment in lieu or any other employee entitlement or Legal Requirement.

3.21.4 There is no Action pending or threatened in writing by or before any Governmental Authority with respect to the Seller concerning employment- or independent contractor-related matters.

3.21.5 No current or former applicant, employee or independent contractor of the Seller has brought or threatened in writing to bring any Action against or affecting the Seller, nor brought or threatened in writing to bring any complaint of workplace harassment, discrimination, bullying, or violence.

3.22 Litigation; Governmental Orders. Except as disclosed on Schedule 3.22, there is not, and has not been since January 1, 2020, any Action, whether pending, in progress or threatened in writing, to which the Seller is or would be a party (either as plaintiff or defendant) or to which the Acquired Assets are or would be subject. Except as disclosed on Schedule 3.22, there is no Action which the Seller presently intends to initiate as of the Closing Date. Except as disclosed on Schedule 3.22, no Governmental Order has been issued which is applicable to the Seller, the Acquired Assets or the Business.

3.23 Service Warranty; Product Liability. Each product installed, sold or delivered by the Business, and each service provided by the Business (collectively, the “Products”) is, and for the past three (3) years has been, except as disclosed on Schedule 3.23(a), (i) with respect to each such product sold or delivered by the Business, in conformity with all Contractual Obligations, express and implied warranties, promises and affirmations of fact and (ii) with respect to each installation or other service provided by the Business, in conformity with all Contractual Obligations, express and implied warranties, promises and affirmations of fact made by the Seller. Except as disclosed on Schedule 3.23(b), the Seller does not have any Liability for replacement or repair of any Products or other damages in connection with providing services or other customer or product obligations. Except as disclosed on Schedule 3.23(c), the Seller does not have any Liability arising out of any injury to individuals or property as a result of the ownership, possession, or use of any Product assembled, repaired, maintained, delivered, sold or installed, or services rendered, by or on behalf of the Seller.

3.24 Insurance. Schedule 3.24 sets forth a true and complete list of all insurance policies under which the Seller, or any of its employees, officers or directors or the Acquired Assets or the Business is or has been insured since January 1, 2022 (the “Liability Policies”) and their respective expiration dates. The list includes for each Liability Policy the type of policy, form of coverage, policy number, name of insurer and claims runs. The Seller has at all times since January 1, 2022 maintained in full force and effect with financially sound and reputable insurers insurance with respect to the Acquired Assets and the Business, in such amounts and against such losses and risks as is customarily carried by Persons engaged in the same or similar business and as is required under the terms of any applicable Real Property Leases or other Contractual Obligations. Except as disclosed on Schedule 3.24, no insurer has denied (or otherwise reserved its rights with respect to) the coverage of any claim pending under any Liability Policy. Neither the Seller nor any of its respective affiliates have received any notice of cancellation of, material premium increase with respect to, or material alteration of coverage under, any of such Liability Policies. All premiums due on such Liability Policies have been paid. There are no claims (in writing or otherwise) related to the business of the Seller pending under any such Liability Policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights.

3.25 No Brokers. Except as disclosed on Schedule 3.25, Seller does not have Liability of any kind to, or is subject to any claim of, any broker, finder or agent in connection with the Contemplated Transactions other than those which will be borne by the Seller.

3.26 Disclosure. The representations and warranties contained in this Section 3 and in the documents, instruments and certificates delivered to the Buyer by any of the Sellers pursuant to this Agreement do not contain and will not contain any untrue statement of fact or omit to state any material fact necessary in order to make the statements and information contained therein not misleading

3.27 No Other Representations or Warranties. Neither the SPA Sellers nor the Seller has made or makes any representation or warranty, express or implied, written or oral, except for the representations and warranties set forth in Article III of this Agreement, Article IV of this Agreement, Article III of the SPA and Article IV of the SPA, including any representation or warranty as to the accuracy or completeness of any information regarding the Seller or the Business furnished or made available to the Buyer or its Representatives (including any information memorandum or any information, documents or material made available to the Buyer or its Representatives in any data room(s), management presentations or in any other form in expectation of the transactions contemplated hereby) or as to the future revenue, profitability or success of the Business, or any representation or warranty arising from statute or otherwise in Law. The Seller and the SPA Sellers hereby disclaim any other express or implied representations or warranties whatsoever.

4. INDIVIDUAL REPRESENTATIONS AND WARRANTIES OF PARENT.

Parent hereby represent and warrant to the Buyer, solely as to Parent, that:

4.1 Power and Authorization. This Agreement and each Ancillary Agreement to which such Parent is a party (a) has been duly executed and delivered by such Parent and (b) is a legal, valid and binding obligation of such Parent, enforceable against such Parent in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally.

4.2 Authorization of Governmental Authorities. Except as disclosed on Schedule 4.2, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority by the Seller is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by such Parent of this Agreement and each Ancillary Agreement to which it is a party or (b) the consummation of the Contemplated Transactions by such Parent.

4.3 Noncontravention. Except as disclosed on Schedule 4.3 or as would not reasonably be expected to have a material adverse effect on the ability of such Parent to consummate the Contemplated Transactions on a timely basis, neither the execution, delivery and performance by such Parent of this Agreement or any Ancillary Agreement to which such Parent is a party nor the consummation of the Contemplated Transactions will:

(a) assuming the taking of any action by (including any authorization, consent or approval) or in respect of, or any filing with, any Governmental Authority, in each case, as disclosed on Schedule 4.2, violate any provision of any Legal Requirement applicable to such Parent;

(b) result in a breach or violation of, or default under, any Contractual Obligation of such Parent; or

(c) require any action by (including any authorization, consent or approval) or in respect of (including notice to), any Person under any Contractual Obligation.

4.4 No Brokers. Except as disclosed on Schedule 4.4, such Parent has no Liability of any kind to any broker, finder or agent with respect to the Contemplated Transactions, and such Parent agrees to satisfy in full any Liability required to be disclosed on Schedule 4.4.

4.5 Ownership of Acquired Assets. Except as disclosed on Schedule 4.5, no Parent or any Affiliate of any Parent (other than the Seller) (a) owns any Acquired Asset or (b) has any right, title or interest in any asset that would be an Acquired Asset if the Seller had such right, title or interest.

5. REPRESENTATIONS AND WARRANTIES OF THE BUYER.

The Buyer represents and warrants to the Seller and the Parent that:

5.1 Organization. The Buyer is duly formed, validly existing and in good standing under the laws of the state of Delaware.

5.2 Power and Authorization. The execution, delivery and performance by the Buyer of this Agreement and each Ancillary Agreement to which it is a party and the consummation of the Contemplated Transactions are within the power and authority of the Buyer and have been duly authorized by all necessary action on the part of the Buyer. This Agreement and each Ancillary Agreement to which the Buyer is a party (a) has been duly executed and delivered by the Buyer and (b) is a legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, except as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally. The Buyer has the full power and authority necessary to own, lease, operate and use its assets and carry on the Business.

5.3 Authorization of Governmental Authorities. Except as disclosed on Schedule 5.3 or as would not reasonably be expected to have a material adverse effect on the ability of the Buyer to consummate the Contemplated Transactions on a timely basis, no action by (including any authorization, consent or approval), or in respect of, or filing with, any Governmental Authority is required for, or in connection with, the valid and lawful (a) authorization, execution, delivery and performance by the Buyer of this Agreement and each Ancillary Agreement to which it is a party or (b) the consummation of the Contemplated Transactions by the Buyer.

5.4 Noncontravention. Except as disclosed on Schedule 5.4, neither the execution, delivery and performance by the Buyer of this Agreement or any Ancillary Agreement to which it is a party nor the consummation of the Contemplated Transactions will:

(a) assuming the taking of any action by (including any authorization, consent or approval) or in respect of, or any filing with, any Governmental Authority, in each case, as disclosed on Schedule 5.4, violate any provision of any Legal Requirement applicable to the Buyer;

(b) result in a breach or violation of, or default under, any Contractual Obligation of the Buyer;

(c) require any action by (including any authorization, consent or approval) or in respect of (including notice to), any Person under any Contractual Obligation; or

(d) result in a breach or violation of, or default under, the Buyer’s Organizational Documents.

5.5 No Brokers. The Buyer has no Liability of any kind to any broker, finder or agent with respect to the Contemplated Transactions other than those which will be borne by the Buyer.

5.6 Independent Investigation. The Buyer acknowledges and agrees that it has made its own inquiry and investigation into the Seller, the Business, the Contemplated Transactions, the Business (as defined in the SPA) and the Contemplated Transactions (as defined in the SPA) and, in making its determination to proceed with the Contemplated Transactions, the Buyer has relied on such inquiry and investigation and the representations and warranties set forth in Article III of this Agreement, Article IV of this Agreement, Article III of the SPA and Article IV of the SPA, including in each case the related portions of the disclosure schedules to this Agreement and the SPA, and has not relied on any other representations or warranties of any Person. Notwithstanding the foregoing, nothing in this Agreement, the Ancillary Agreements, the SPA or otherwise shall be construed as a waiver or release of any claim of fraud or otherwise limit the Buyer’s recourse for any claim of fraud.

6. COVENANTS.

6.1 Transaction Expenses. Except as otherwise provided herein, with respect to the costs and expenses (including legal, accounting, consulting, advisory, and brokerage) incurred in connection with the Contemplated Transactions (such costs and expenses, the “Transaction Expenses”), the SPA Sellers will bear the Transaction Expenses of the Seller and the Buyer will bear the Transaction Expenses of the Buyer.

6.2 Seller’s Release. Effective as of the Closing, the Seller and the Parent, each on behalf of itself and their respective Affiliates, hereby releases, remises and forever discharges any and all rights and claims that it has had, now has, or might now have against the Business (including without limitation any right or claim to indemnification), provided that the foregoing release shall not release, impair or diminish in any respect such party’s rights under this Agreement and the Ancillary Agreements.

6.3 Payment of Debt; Excluded Liabilities. The Seller shall satisfy all its obligations in respect of Debt on or before the Closing. The SPA Sellers will satisfy (or cause to be satisfied) in full all Excluded Liabilities as and when due.

6.4 Confidentiality.

6.4.1 Confidentiality of the SPA Sellers. Each SPA Seller acknowledges that the success of the Business after the Closing depends upon the continued preservation of the confidentiality of certain confidential information possessed by such SPA Seller involving or related to the Business, the Acquired Assets or the Assumed Liabilities or other confidential or proprietary information of the Seller (collectively, the “Confidential Information”) and that the preservation of the confidentiality of such Confidential Information by the SPA Sellers is an essential premise of the bargain between the SPA Sellers and the Seller on the one hand, and the Buyer on the other hand, and that the Buyer would be unwilling to enter into this Agreement in the absence of this Section 6.4.1. Accordingly, each SPA Seller hereby agrees with the Buyer that each SPA Seller and its respective Representatives will not, and that the SPA Sellers will cause their Affiliates not to, at any time on or after the Closing Date, directly or indirectly, without the prior written consent of the Buyer, disclose or use, any Confidential Information; provided, however, that Confidential Information will not include any information generally available to, or known by, the public (other than as a result of disclosure in violation hereof); and provided, further, that the provisions of this Section 6.4.1 will not prohibit any retention of copies of records or disclosure (i) required by any applicable Legal Requirement so long as reasonable prior notice to Buyer is given of such disclosure and a reasonable opportunity is afforded to contest the same, (ii) made in connection with the enforcement of any right or remedy relating to this Agreement or the Contemplated Transactions or (iii) for bookkeeping or recording purposes in the ordinary course of business.

Notwithstanding the foregoing, each SPA Seller who is a natural person may use Confidential Information in connection with any services provided for the Buyer or any of its Affiliates pursuant to his or her employment agreement or employment offer letter, as applicable. Each SPA Seller agrees that they will be responsible for any breach or violation of the provisions of this Section 6.4.1 by any of their Representatives. For the avoidance of doubt, nothing contained in this Agreement limits, restricts or in any other way affects the SPA Sellers’ communicating with any Governmental Authority, or communicating with any official or staff person of a Governmental Authority, concerning matters relevant to the Governmental Authority.

6.4.2 Certain Confidentiality Agreements. As of the Closing, the Seller will assign or cause to be assigned to the Buyer any rights of the Seller under any confidentiality agreement or similar Contractual Obligation entered into with respect to the sale of the Seller or all or substantially all of its assets, including without limitation any confidentiality agreement or similar Contractual Obligation with any financial advisor to the Seller or the SPA Sellers or the Company (which for greater certainty shall not include any accountant or investment advisors of any Seller or SPA Seller).

6.5 Publicity. No public announcement or disclosure may be made by the SPA Sellers with respect to the subject matter of this Agreement or the Contemplated Transactions without the prior written consent of the Buyer, which will not be unreasonably withheld, and no public announcement or disclosure may be made by the Buyer with respect to the subject matter of this Agreement or the Contemplated Transactions without the prior written consent of the SPA Sellers, which will not be unreasonably withheld, provided, however, that the provisions of this Section 6.5 will not prohibit (a) any disclosure required by any applicable Legal Requirements (in which case the disclosing party will provide the other parties with the opportunity to review in advance the disclosure) or (b) any disclosure made in connection with the enforcement of any right or remedy relating to this Agreement or the Contemplated Transactions.

6.6 Non-Competition; Non-Solicitation.

6.6.1 With respect to ▇▇▇▇▇, for a period of five (5) years from and after the Closing Date (the “Leech Restricted Period”), and with respect to all SPA Sellers other than Leech, for a period of two (2) years from and after the Closing Date (the “SPA Sellers Restricted Period”), no SPA Seller (including, for the avoidance of doubt, the Dream Family Seller), will or shall permit, cause, or encourage any of their respective Affiliates, on their own behalf or on behalf of or in connection with any other Person, directly or indirectly, own, manage, operate, control, participate in, perform services for or otherwise carry on, be engaged in, have any financial or other interest or otherwise be commercially involved, in any capacity whatsoever, including as an owner, employee, principal, agent, joint venturer, partner, shareholder or other equity holder, independent contractor, licensor, licensee, franchisor, franchisee, distributor, consultant supplier, or trustee or otherwise or by or through any Person, in any endeavour, activity or business which is the same as, substantially similar to, or is in competition with, the Business conducted by the Seller as at the Closing Date, anywhere in Canada, California, Washington, Nevada, Arizona or New Mexico; provided, however, that no passive owner of less than five percent (5%) of the outstanding stock of any publicly-traded corporation (other than Capstone Holding Corp.) will be deemed, solely by reason thereof, to be so engaged in or in competition with the Business.

6.6.2 With respect to ▇▇▇▇▇, for the Leech Restricted Period, and with respect to all SPA Sellers other than Leech, for the SPA Sellers Restricted Period, no SPA Seller (including, for the avoidance of doubt, the Dream Family Seller) will or shall permit, cause, or encourage any of their respective Affiliates and Representatives to, directly or indirectly, in any capacity whatsoever, including as an employer, employee, principal, agent, joint venturer, partner, shareholder or other equity holder, lender or other financer, guarantor, lessor, lessee, independent contractor, licensor, licensee, franchisor, franchisee, distributor, consultant, supplier or trustee or by or through any Person (a) canvass, solicit, procure, or encourage any Person who has been a customer, client, vendor, supplier, independent contractor or other business partner of the Business at any time within the twenty-four (24)-month period immediately preceding the Closing Date to terminate or diminish its, his or her relationship with the Business, or with the Buyer or any of its Affiliates, (b) seek to persuade any such customer, client, vendor, supplier, independent contractor or other business partner, or any Person who has been a customer, client, vendor, supplier, independent contractor or other business partner of the Business at any time within the twenty-four (24)-month period immediately preceding the Closing Date, to conduct with anyone else any business or activity which such business partner or prospective business partner conducts or could conduct with respect to the Business or with the Buyer or any of its Affiliates or (c) hire or engage, or solicit for hiring or engagement, or assist in the hiring or engagement of any employee, independent contractor or consultant of the Seller, or seek to persuade any such employee, independent contractor or consultant to discontinue employment with the Buyer or any of its Affiliates, except that the above non-solicitation obligation will not prohibit any SPA Seller or their respective Affiliates and Representatives from engaging in general solicitations or advertisements regarding employment or engagement, and hiring individuals who respond to such general solicitations or advertisements, so long as the employees or independent contractors of the Companies or any of its Affiliates are not targeted; provided that nothing in this Section 6.6.2 shall prohibit the SPA Sellers from engaging professionals (such as lawyers, professional accountants or investment or financial advisors), bankers, utilities and telecommunications service providers that were suppliers to the Business.

6.6.3 Each SPA Seller acknowledges that in view of the nature of the Acquired Assets and the business objectives of the Buyer in acquiring the Acquired Assets, and the consideration paid to therefor, the limitations set forth in Section 6.4.1 (Confidentiality) and this Section 6.6 (Non-Competition and Non-Solicitation) are reasonable and properly required for the adequate protection of the Buyer, and that their agreements to such limitations are a material condition of the Buyer’s willingness to enter into this Agreement and consummate the Contemplated Transactions. Each SPA Seller further acknowledges that the remedy at law for any breach or threatened breach by any of them of the agreements contained in Section 6.4.1 or Section 6.6 will be inadequate and agree that the Buyer, in the event of such breach or threatened breach, in addition and not in the alternative to all other remedies available for such breach or threatened breach (including a recovery of damages), will be entitled to equitable relief, including preliminary or permanent injunctive relief or orders for specific performance, without being required to prove actual damages and, to the extent permitted by applicable statutes and rules of procedure, a temporary restraining order (or similar procedural device) upon the commencement of such action. This Section 6.6 constitutes an independent and severable covenant and if any or all of the provisions of this Section 6.6 are held to be unenforceable for any reason whatsoever, it will not in any way invalidate or affect the remainder of this Agreement which will remain in full force and effect. The parties intend for the covenants of Sections 6.4.1 and 6.6 to be enforceable to the maximum extent permitted by law. If the final judgment of a court of competent jurisdiction declares that any term or provision of Section 6.4.1 or 6.6 is invalid or unenforceable, the parties hereto agree that such term or provision shall be deemed to be modified to permit its enforcement to the maximum extent permitted by law. The SPA Sellers agree that the Restricted Period applicable to the SPA Sellers shall be tolled, and shall not run, during the period of any breach by any SPA Seller of any such covenants. No breach of any provision of this Agreement shall operate to extinguish each SPA Seller’s obligation to comply with the provisions of Sections 6.4.1 and 6.6.

6.7 Transfer of Certain Funds Received Post-Closing. With respect to any and all amounts received or collected by the SPA Sellers from and after the Closing (a) attributable to, or in respect of, any Acquired Asset and (b) which become the property of the Buyer, whether directly or indirectly, as a result of the consummation of the Contemplated Transactions, the SPA Sellers shall promptly provide notice of such receipt or collection to the Buyer and promptly pay (and in any event within five Business Days of their receipt or collection) to the Buyer any and all such amounts so received or collected by wire transfer of immediately available funds to an account specified by the Buyer or by other means acceptable to the Buyer.

6.8 [Intentionally Omitted].

6.9 Access to Records and Employees After Closing. For a period of six (6) years after the Closing Date, the Buyer and the Sellers’ Representative shall afford one another and their respective Representatives reasonable access to all of the books and records related to the Business and their employees related to the Business to the extent that such access may reasonably be required by the other parties in connection with Tax or litigation matters (excluding litigation between the Buyer or any Affiliate of the Buyer, on the one hand, which records shall be subject to disclosure rules applicable to such litigation) relating to the Business prior to the Closing Date, or following the Closing Date as it relates to any post-Closing obligation. Such access shall be afforded upon receipt of reasonable advance notice and during normal business hours, and the requesting party shall be responsible for any costs or expenses incurred by them pursuant to this Section 6.9, except for reasonable out-of-pocket expenses incurred by the party of whom the request was made.

6.10 [Intentionally Omitted].

6.11 Further Assurances. From and after the Closing Date, upon the request of the Sellers’ Representative or the Buyer, each of the parties hereto will do, execute, acknowledge and deliver all such further acts, assurances, deeds, assignments, transfers, conveyances and other instruments and papers as may be reasonably required or appropriate to carry out the Contemplated Transactions. The Sellers’ Representative shall provide all cooperation reasonably requested by the Buyer (at no cost to the Sellers’ Representative) in connection with any effort by the Buyer to establish, perfect, defend, or enforce its rights in or to the Acquired Assets, including executing further consistent assignments and transfers. Except to the extent consistent with their ongoing employment obligations, the SPA Sellers will refer all customer inquiries relating to the Business to the Buyer from and after the Closing. The Sellers’ Representative shall, and shall cause the Seller and the SPA Sellers and their respective Affiliates and their respective representatives and other agents to cooperate and assist the Buyer with an orderly transition of the Business to the Buyer.

6.12 Sellers’ Representative.

6.12.1 The Seller and the SPA Sellers (collectively, the “APA Sellers” and each individually, an “APA Seller”) irrevocably appoint (the “Appointment”) ▇▇▇▇▇ as the Representative of the APA Sellers, as the APA Seller’s agent and attorney-in-fact for all purposes set forth in this Agreement (the “Sellers’ Representative”) including the full power and authority to (i) perform the transactions contemplated hereunder to be performed by the APA Sellers under this Agreement; (ii) disburse any funds received by the Seller; (iii) execute and deliver on behalf of the APA Sellers any amendment or waiver under this Agreement; (iv) execute and deliver on behalf of the APA Sellers any Ancillary Agreements; (v) give and receive notices on behalf of the APA Sellers; (vi) make, dispute, and settle all claims under this Agreement (including in connection with any matter that only relates to one specific APA Seller, but not all APA Sellers); (vii) receive service of process and/or notice from a Buyer Indemnified Person on behalf of the APA Seller(s) in connection with any indemnification claims under this Agreement; and (viii) interpret the terms of this Agreement and any other related agreement. The Appointment, being coupled with an interest, is irrevocable and will not be revoked by the insolvency, bankruptcy, death, incapacity, dissolution, liquidation or other termination of existence of any APA Seller. All decisions and acts by the Sellers’ Representative within his authority under this Section 6.12.1 shall be binding upon all of the APA Sellers, and no APA Sellers shall have the right to object, dissent, protest or otherwise contest the same. The Sellers’ Representative ▇▇▇▇▇▇ accepts the appointment as Sellers’ Representative pursuant to this Agreement effective on the date hereof, in accordance with the terms set forth in this Section 6.12.1. The appointment of Sellers’ Representative shall be binding upon each APA Seller and his, her or its respective heirs, executors, successors and permitted assigns.

6.12.2 The Sellers’ Representative shall act on behalf of the APA Sellers with the same effect as if taken by the APA Sellers to institute, make or pursue claims, counterclaims or defenses, enter into, modify, amend, implement or waive any contract, compromise, settle or surrender any disputes or claims or make any other determination or take any other action or assert or compromise any claim in connection with all matters relating to this Agreement, the other Ancillary Agreements and any of the transactions contemplated hereby and thereby, including the receipt and delivery at Closing of certificates and other documents and the giving and receipt of notices by and behalf of the APA Sellers for all purposes under Section 7 and otherwise under and in relation to this Agreement and the other Ancillary Agreements.

6.12.3 The Sellers’ Representative will have no Liabilities to the APA Sellers for any act done or omitted under this Agreement as the Sellers’ Representative while acting in good faith and not in a manner constituting fraud, gross negligence or willful misconduct, and any act done or omitted pursuant to the advice of counsel will be conclusive evidence of such good faith. Each APA Seller (other than the Seller) shall, jointly and severally with each other APA Seller (other than the Seller), indemnify and hold and save harmless the Sellers’ Representative from and against any Losses of any nature whatsoever (including reasonable legal fees) that the Sellers’ Representative may sustain or incur as a result of any action or omission taken by the Sellers’ Representative in relation to the Appointment and performance of such role, save for any such Losses attributable to the fraud or intentional misconduct of the Sellers’ Representative.

6.12.4 If the Sellers’ Representative becomes unable to perform the Sellers’ Representative’s responsibilities or resigns from such position, the Sellers’ Representative shall select another SPA Seller(s) or principal or beneficiary of a SPA Seller to fill such vacancy and such substituted representative shall: (i) be the Sellers’ Representative for all purposes of this Agreement; and (ii) exercise the rights and powers of, and be entitled to the indemnity, reimbursement and other benefits of, the Sellers’ Representative under this Agreement.

6.12.5 The signature of the Sellers’ Representative shall be deemed to be the signature of all APA Sellers, and each APA Seller shall be bound by the terms of any documents and agreements executed and delivered by Sellers’ Representative on their behalf as though they were actual signatories thereto.

6.12.6 ▇▇▇▇▇ is entitled to deal exclusively with the Sellers’ Representative on all matters relating to the APA Sellers with respect to this Agreement and the other Ancillary Agreements, including under Section 7. Buyer and all other Persons shall be entitled to rely, without any investigation or inquiry, upon all actions taken by ▇▇▇▇▇▇▇’ Representative as having been taken upon the authority of the APA Sellers. Any action by Sellers’ Representative shall be conclusively deemed to be the action of the APA Sellers, and Buyer shall not have any liability or responsibility to any APA Seller for any action taken in reliance thereon. Buyer will not have any liability or obligation arising out of the acts or omissions of Sellers’ Representative or any disputes between or among the APA Sellers and Sellers’ Representative. Buyer may rely entirely on its dealings with, and notices to and from, Sellers’ Representative to satisfy any obligations Buyer might have to the APA Sellers under this Agreement, the other Ancillary Agreements or with respect to the contemplated transactions. The APA Sellers, jointly and severally, agree to pay, and to indemnify and hold harmless Buyer and its directors, shareholders, officers, employees, agents, Affiliates, successors and assigns from and against any and all Losses that they may suffer or sustain as a result of any claim by any Person that an action taken by the Sellers’ Representative on behalf of the APA Sellers is not binding on, or enforceable against, the APA Sellers.

6.13 Solicitor-Client Privilege. The Buyer, on behalf of itself and its Affiliates, acknowledges and accepts the following regarding the solicitor-client privilege of the Seller. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, previously represented the Seller in connection with the transactions contemplated hereby. Following the Closing, all communications related to this Agreement and the transactions contemplated hereby between ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP, and the Seller or the representatives or agents of the Seller (whether or not such communications involved any APA Seller or representative or agent thereof) that are otherwise protected by solicitor-client privilege, including solicitor work-product (the “Transaction Communications”), shall be deemed to be solicitor-client privileged (including any solicitor’s duties of confidentiality and loyalty) and are irrevocably assigned from the Seller to the APA Sellers. This privilege may be waived as against the Seller or the Buyer only by the written agreement by the Sellers’ Representative that explicitly references this Section 6.13, which agreement may be withheld in the reasonable discretion of the Sellers’ Representative; provided, however, in the event that any waiver of any such privilege in connection with a dispute or action with a third party not party to this Agreement and not an Affiliate of any Person party to this Agreement would reasonably be expected to adversely affect the Buyer or any of its Affiliates, the Buyer or any of its Affiliates may assert the solicitor-client privilege to prevent disclosure of such communications to such third party and the privilege shall not be waived by Sellers’ Representative or the APA Sellers without the prior written consent of the Buyer. Absent such agreement by the Sellers’ Representative, none of the Buyer or any assignee of any of them, shall have a right of access to or use of, the Transaction Communications and shall not use or seek to access such Transaction Communications. Without duplication, the Buyer agrees that it will not, following the Closing, (i) access or use the Transaction Communications, including by way of review of any electronic data, communications or other information, or by seeking to have any APA Seller(s) waive the solicitor-client or other privilege, or by otherwise asserting that the Buyer has the right to waive the solicitor-client or other privilege, or (ii) seek to obtain the Transaction Communications from any law firm that has acted as counsel to the Seller.

7. INDEMNIFICATION.

7.1 Indemnification by the SPA Sellers.

7.1.1 Indemnification. Subject to the limitations set forth in this Section 7, the SPA Sellers will jointly and severally indemnify and hold harmless the Buyer, each of its Affiliates and the Representatives of each of the foregoing Persons (each, a “Buyer Indemnified Person”), from, against and in respect of any and all Actions, Liabilities, Government Orders, Encumbrances, losses, damages, bonds, dues, assessments, fines, penalties, Taxes, fees, costs (including costs of investigation, defense and enforcement of this Agreement or the Ancillary Agreements), expenses or amounts paid in settlement pursuant to the terms of this Section 7 (in each case, including reasonable attorneys’ and experts fees and expenses), whether or not involving a Third Party Claim provided, however, the foregoing shall not include punitive or exemplary damages unless awarded and actually paid to a third party (collectively, “Losses”), incurred or suffered by the Buyer Indemnified Persons or any of them as a result of, arising out of or directly or indirectly relating to:

(a) any breach of, or inaccuracy in, any representation or warranty made by the Seller, the Parent or any SPA Seller in this Agreement (including any schedule, annex or exhibit hereto) or in any Ancillary Agreement (including any schedule, annex or exhibit thereto) (in each case, as such representation or warranty would read if all qualifications as to materiality, including each reference to “Material Adverse Effect”, were deleted therefrom);

(b) any breach or violation of any covenant or agreement of the Seller, the Parent or any SPA Seller (including under this Section 7) in or pursuant to this Agreement;

(c) any Liability of the Buyer or any of its Affiliates, whether arising before, on or after the Closing Date, to the extent resulting from or arising out of the past, present or future ownership or use of any Retained Assets;

(d) (i) any Taxes (or the non-payment thereof) (1) imposed with respect to the Acquired Assets or the Business for any period (or a portion thereof) ending on or before the Closing Date, (2) imposed on the Seller, the Parent or any of their Affiliates for any period (or a portion thereof) ending on or before the Closing Date, and (3) of any Person (other than Seller, Parent, or any of its respective Affiliates) imposed on any Buyer Indemnified Person as a transferee or successor, by operation of any Legal Requirement, pursuant to a Transferred Contract, or otherwise to the extent such liability arose as a result of activities of the Seller or any of its Affiliates occurring on or prior to the Closing Date, (ii) any Transfer Taxes for which the Seller is responsible pursuant to Section 8.2 or (iii) any employment Taxes and any other Taxes required to be deducted, withheld and paid to any Governmental Authority as a result of the consummation of the transactions contemplated pursuant to this Agreement (or any Ancillary Agreement) and the payments arising therefrom; and

(e) any fraud of the Seller, the Parent or any SPA Seller.

7.1.2 Monetary Limitations.

(a) Each SPA Seller will have no obligation to indemnify the Buyer Indemnified Persons pursuant to Section 7.1.1(a) in respect of Losses arising from a breach of, or inaccuracy in, any representation or warranty (collectively, “Buyer APA R&W Losses”) unless the aggregate amount of all aggregate amount of all Buyer APA R&W Losses plus all Buyer SPA R&W Losses (collectively, “Standard Buyer R&W Losses”) exceeds $50,000 (the “Deductible Amount”) (it being understood and agreed that if Standard Buyer R&W Losses exceeds the Deductible Amount, then the Buyer Indemnified Persons will be indemnified for all Standard Buyer R&W Losses in excess of the Deductible Amount as set forth herein) (the “Indemnity Basket”); provided, however, that the Indemnity Basket will not apply to (i) claims for indemnification pursuant to Section 7.1.1(a) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 3.1 (Organization), 3.2 (Power and Authorization), 3.4(f) (Breach of Organizational Documents), 3.10.1 (Title to Assets), 3.24 (No Brokers), 4.1 (Power and Authorization) or 4.4 (No Brokers) (the “Seller Fundamental Representations”), or (ii) claims based upon intentional criminal conduct or fraud. Claims for indemnification pursuant to Section 7.1.1(a) (other than claims for indemnification in respect of breaches of, or inaccuracies in, Seller Fundamental Representations or claims based upon intentional or criminal conduct or fraud) will not exceed $2,050,000, with $50,000 payable by the Sellers directly in the manner required pursuant to Section 7.1.1 and the balance payable exclusively from the R&W Insurance Policy. Claims for indemnification pursuant to Section 7.1.1(a) in respect of breaches of, or inaccuracies in, Seller Fundamental Representations or claims based upon intentional, criminal conduct or fraud and claims for indemnification pursuant to any provision of Section 7.1.1 (other than Section 7.1.1(a)) are not subject to the monetary limitations set forth in this Section 7.1.2.

7.2 Indemnity by the Buyer.

7.2.1 Indemnification. Subject to the limitations set forth in this Section 7, the Buyer will indemnify and hold harmless each SPA Seller, the Affiliates of each SPA Seller and the Representatives of each of the foregoing Persons (each, a “Seller Indemnified Person”), from, against and in respect of any and all Losses incurred or suffered by the Seller Indemnified Persons or any of them as a result of, arising out of or relating to, directly or indirectly:

(a) any breach of, or inaccuracy in, any representation or warranty made by the Buyer in this Agreement (including any schedule, annex or exhibit hereto) or in any Ancillary Agreement (including any schedule, annex or exhibit thereto) (in each case, as such representation or warranty would read if all qualifications as to materiality, including each reference to “Material Adverse Effect”, were deleted therefrom);

(b) any breach or violation of any covenant or agreement of the Buyer (including under this Section 7) of any covenant or agreement of the Buyer in or pursuant to this Agreement;

(c) any Taxes (or the non-payment thereof) (i) imposed with respect to the Acquired Assets or the Business for any period (or a portion thereof) beginning after the Closing Date, (ii) imposed on Buyer or any of its Affiliates for any taxable period, and (iii) of any Person (other than Buyer and its Affiliates) imposed on any Seller Indemnified Person as a transferee or successor, by operation of any Legal Requirement, pursuant to a Transferred Contract, or otherwise to the extent such liability arose as a result of activities of the Buyer or any of its Affiliates occurring after the Closing Date, or (iv) any Transfer Taxes for which the Buyer is responsible pursuant to Section 8.2;

(d) any Assumed Liability;

(e) the operation of the Business after the Closing; and

(f) any fraud of the Buyer.

7.2.2 Monetary Limitations. The Buyer will have no obligation to indemnify the Seller Indemnified Persons pursuant to Section 7.2.1(a) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty (collectively, the “Seller APA R&W Losses”) unless the aggregate amount of all such Losses plus the aggregate amount of all Seller SPA R&W Losses (collectively, the “Standard Seller R&W Losses”) exceeds the Deductible Amount (it being understood and agreed that if the Standard Seller R&W Losses exceed the Deductible Amount, then the Seller Indemnified Persons will be indemnified for all Standard Seller R&W Losses in excess of the Deductible Amount). The Buyer’s aggregate liability in respect of claims for indemnification pursuant to Section 7.2.1(a) in respect of Losses arising from the breach of, or inaccuracy in, any representation or warranty will not exceed the Cash Purchase Price. The foregoing limitations will not apply to (a) claims for indemnification pursuant to Section 7.2.1(a) in respect of breaches of, or inaccuracies in, representations and warranties set forth in Sections 5.1 (Organization), 5.2 (Power and Authorization), 5.4(d) (Breach of Organizational Documents) or 5.5 (No Brokers) which claims will not exceed the Cash Purchase Price or (b) claims based upon intentional acts that constitute criminal conduct or fraud. Claims for indemnification pursuant to any other provision of Section 7.2.1 are not subject to the limitations set forth in this Section 7.2.2.

7.3 Time for Claims. All representations, warranties, covenants and agreements set forth in this Agreement and each of the Ancillary Agreements shall survive the Closing; provided, however, that no claim may be made or suit instituted seeking indemnification pursuant to Sections 7.1.1(a) or 7.2.1(a) for any breach of, or inaccuracy in, any representation or warranty unless a written notice describing such breach or inaccuracy in reasonable detail in light of the circumstances then known to the Indemnified Party, is provided to the Indemnifying Party:

(a) at any time prior to the later of (x) six (6) years and (y) the expiration of the applicable statute of limitations relating to the matters set forth therein, in the case of any breach of, or inaccuracy in, Seller Fundamental Representations;

(b) at any time prior to the conclusion of the day that is twenty-four months after the Closing Date, in the case of any breach of, or inaccuracy in, any other representation and warranty in this Agreement or in any Ancillary Agreement; and

Notwithstanding the foregoing, any claims asserted in writing by notice delivered by the Person seeking indemnification to the Person from whom indemnification is sought prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant survival period and such claims, and the representation, warranty, covenant or agreement which is the subject of such claim, shall survive until such claim is fully and finally resolved.

After the Closing, there shall be no liability on the part of, nor shall any claim be made by, any Party or any of their respective Affiliates in respect of any covenant or agreement in this Agreement to be performed prior to the Closing Date. The covenants and agreements in Sections 6.1, 6.3, 6.5, 6.7 and 6.11 in this Agreement shall survive until the six (6) year anniversary of the Closing, and all other covenants and agreements in this Agreement that do not have an explicit duration or expiration shall survive until the ten (10) year anniversary of the Closing.

Notwithstanding any provision of this Agreement, the date or dates specified in the R&W Insurance Policy with respect to the time periods, including the time periods within which to make claims and/or regarding which any Buyer Indemnified Party may obtain recoveries under such policy shall govern such claims and/or recoveries under such policy.

7.4 Third Party Claims.

7.4.1 Notice of Claim. If any third party notifies an Indemnified Party with respect to any matter (a “Third Party Claim”) that may give rise to an Indemnity Claim against an Indemnifying Party under this Section 7, then the Indemnified Party will promptly give written notice to the Indemnifying Party stating in reasonable detail the nature and basis of each claim made in the Third Party Claim and the amount thereof, to the extent known, along with copies of the relevant documents received by the Indemnitee from the applicable third party or its representatives evidencing the Third-Party Claim and the basis for indemnification sought; provided, however, that no delay on the part of the Indemnified Party in notifying the Indemnifying Party will relieve the Indemnifying Party from any obligation under this Section 7, except to the extent such delay actually and materially prejudiced by reason of such failure thereby. Thereafter, if reasonably requested by the Indemnifying Party, the Indemnitee shall deliver to the Indemnifying Party, promptly after the Indemnitee’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnitee from the third-party claimant or its representatives relating to the Third-Party Claim. The Sellers’ Representative and Buyer shall cooperate with each other in all reasonable respects in connection with the defense of any Third-Party Claim, subject to the terms and conditions contained herein.

7.4.2 Assumption of Defense, etc. The Indemnifying Party will be entitled to participate in the defense of any Third Party Claim that is the subject of a notice given by the Indemnified Party pursuant to Section 7.4.1. In addition, solely with respect to a Third Party Claim that may give rise to a Non-Ordinary Indemnity Claim, the Indemnifying Party will have the right to assume the defense of the Indemnitee against such Third Party Claim at its own expense with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (a) the Indemnifying Party gives written notice to the Indemnified Party within fifteen (15) calendar days after the Indemnified Party has given notice of such Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by such Third Party Claim, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have adequate financial resources to defend against such Third Party Claim and fulfill its indemnification obligations hereunder, (c) such Third Party Claim involves only money damages and does not seek an injunction or other equitable relief against the Indemnified Party, (d) the Indemnified Party has not been advised by counsel that an actual or potential conflict exists between the Indemnified Party and the Indemnifying Party in connection with the defense of such Third Party Claim, (e) such Third Party Claim does not relate to or otherwise arise in connection with Taxes or any criminal or regulatory enforcement Action, (f) settlement of, an adverse judgment with respect to or the Indemnifying Party’s conduct of the defense of such Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to be adverse to the Indemnified Party’s reputation or continuing business interests (including its relationships with current or potential customers, suppliers or other parties material to the conduct of its business) and (g) the Indemnifying Party conducts the defense of such Third Party Claim actively and diligently. The Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of such Third Party Claim; provided, however, that the Indemnifying Party will pay the fees and expenses of separate co-counsel retained by the Indemnified Party that are incurred prior to Indemnifying Party’s assumption of control of the defense of such Third Party Claim.

7.4.3 Limitations on Indemnifying Party. The Indemnifying Party will not consent to the entry of any judgment or enter into any compromise or settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party, not to be unreasonably withheld, conditioned or delayed, unless such judgment, compromise or settlement (a) provides for the payment by the Indemnifying Party of money as sole relief for the claimant, (b) results in the full and general release of the Buyer Indemnified Persons or Seller Indemnified Persons, as applicable, from all liabilities arising or relating to, or in connection with, the Third Party Claim and (c) involves no finding or admission of any violation of Legal Requirements or the rights of any Person and no effect on any other claims that may be made against the Indemnified Party.

7.4.4 Indemnified Party’s Control. If the Indemnifying Party (i) does not deliver the notice contemplated by clause (a) of Section 7.4.2, or the evidence contemplated by clause (b) of Section 7.4.2 within fifteen (15) calendar days after the Indemnified Party has given notice of the Third Party Claim, (ii) is not permitted to defend the Indemnified Party against the Third Party Claim pursuant to Section 7.4.2, or (iii) otherwise at any time fails to conduct the defense of the Third Party Claim actively and diligently, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith). If such notice and evidence is given on a timely basis and the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently but any of the other conditions in Section 7.4.2 is or becomes unsatisfied, the Indemnified Party may defend, and may consent to the entry of any judgment or enter into any compromise or settlement with respect to, the Third Party Claim; provided, however, that the Indemnifying Party will not be bound by the entry of any such judgment consented to, or any such compromise or settlement effected, without its prior written consent (which consent will not be unreasonably withheld or delayed). In the event that the Indemnified Party conducts the defense of the Third Party Claim pursuant to this Section 7.4.4, the Indemnifying Party will (a) advance the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses) and (b) remain responsible for any and all other Losses that the Indemnified Party may incur or suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim to the fullest extent provided in this Section 7.

7.4.5 Consent to Jurisdiction Regarding Third Party Claim. The Buyer and the SPA Sellers, each in its capacity as an Indemnifying Party, hereby consents to the non-exclusive jurisdiction of any court in which any Third Party Claim may be brought against any Indemnified Party for purposes of any claim which such Indemnified Party may have against such Indemnifying Party pursuant to this Agreement in connection with such Third Party Claim, provided, however, that nothing in this Section 7.4.5 shall be construed to waive, limit or otherwise affect the applicability of the governing law or the exclusive jurisdiction provisions set forth in Section 9.10 of this Agreement with respect to any other claim, dispute or proceeding not arising out of or in connection with such Third Party Claim.

7.5 Direct Claims and Procedures

7.5.1 At any time prior to the expiration of the applicable survival period, an Indemnitee may deliver to the Buyer or the Sellers’ Representative, for and on behalf of the SPA Sellers, (the Buyer or the Sellers, as applicable, each an “Indemnifying Party”), a written notice duly executed by the Indemnitee (any written notice delivered in accordance with the provisions of this Section 7.5(a), a “Claim Notice”) stating that such Indemnitee has a claim for indemnification pursuant to this Section 7, indicating the estimated amount, if reasonably practicable, of the Losses such Indemnitee has incurred or suffered, and specifying in reasonable detail the basis for such claim. No delay in providing such Claim Notice prior to the expiration of the applicable survival period shall affect an Indemnitee’s rights hereunder. During the 30-day period commencing upon receipt by the Indemnifying Party of the Claim Notice, the Indemnitee shall respond to reasonable requests for information or copies of any accounts, documents or records made by the Indemnifying Party and its professional advisors during such period to permit them to investigate the matter or circumstance alleged to give rise to the matters described in the Claim Notice and whether and to what extent any amount is payable in respect of such matters; provided, that the Indemnitee shall not be required to (i) provide any access to any of its Representatives or its Affiliates’ Representative, (ii) provide any access to its premises or the premises of any of its Affiliates, or (iii) disclose any information to the Indemnifying Party if such disclosure would (x) violate any attorney-client privilege or require disclosure of any attorney work product or (y) contravene any applicable Law, statutory fiduciary duty, or pre-existing agreement between the Indemnitee and any third-party. In the event that the Buyer is the Indemnifying Party, the Sellers’ Representative may provide written notice to the Buyer describing any alleged deficiencies in the information provided pursuant to the preceding sentence and the Buyer will make available to the Sellers’ Representative the chief financial officer of the Buyer as a representative of the Buyer to discuss such alleged deficiencies.

7.5.2 If the Indemnifying Party objects to any claim made by the Indemnitee in any Claim Notice, then the Indemnifying Party shall deliver a written notice (a “Claim Dispute Notice”) to the Indemnitee during the 30-day period commencing upon receipt by the Indemnifying Party of the Claim Notice. The Claim Dispute Notice shall set forth in reasonable detail the principal basis for the dispute of any claim made by the Indemnitee in the Claim Notice. If the Indemnifying Party does not deliver a Claim Dispute Notice to the Indemnitee prior to the expiration of such 30-day period or if the applicable Claim Dispute Notice does not dispute one or more portions of the Claim Notice, then (i) each claim for indemnification set forth in such Claim Notice that is not disputed in the applicable Claim Dispute Notice shall be deemed to have been conclusively determined in the Indemnitee’s favor for purposes of this Section 7 on the terms set forth in the Claim Notice and (ii) in the case of a Buyer Indemnified Person, if funds remain in the Escrow Account from the Indemnity Escrow Amount, then Buyer and Sellers’ Representative shall deliver joint written instructions directing the Escrow Agent to deliver funds from the Escrow Account to Buyer in accordance with this Section 7.5 for each claim or the undisputed portion thereof; provided that no such partial release by the Escrow Agent shall terminate or otherwise prejudice such Buyer Indemnified Persons’ rights with respect to amounts claimed which are in excess of the amounts so released.

7.5.3 If the Indemnifying Party delivers a Claim Dispute Notice, then the Indemnitee and the Indemnifying Party shall attempt in good faith to resolve any such objections raised by the Indemnifying Party in such Claim Dispute Notice. If the Indemnitee and the Indemnifying Party agree to a resolution of such objection, then a memorandum setting forth the matters conclusively determined by the Indemnitee and the Indemnifying Party shall be prepared and signed by both parties and, if a Buyer Indemnified Person is the Indemnitee and cash remains in the Escrow Account from the Indemnity Escrow Amount, promptly delivered to the Escrow Agent directing the Escrow Agent to distribute cash from the Escrow Account in accordance with the terms of such memorandum.

7.5.4 If no such resolution can be reached during the 30-day period following the Indemnitee’s receipt of a given Claim Dispute Notice, then upon the expiration of such 30-day period, either the Indemnitee or the Indemnifying Party may bring suit to resolve the objection in accordance with this Agreement. Upon the rendering of a final, non-appealable judgment by a court of competent jurisdiction over the parties as to the validity and amount of any claim in such Claim Notice, if a Buyer Indemnitee is the Indemnitee the Indemnitee and the Indemnifying Party shall promptly direct the Escrow Agent to act in accordance with such decision and distribute cash in the Escrow Account from the Indemnity Escrow Amount in accordance therewith. Judgment upon any award rendered by such court may be entered in any court having jurisdiction and will be binding and conclusive upon the Indemnitee and the Indemnifying Party.

7.6 Subrogation, etc. With respect to any claim brought by a Buyer Indemnified Person against the SPA Sellers relating to this Agreement and any of the Contemplated Transactions, each SPA Seller expressly waives any right of subrogation, contribution, advancement, indemnification or other claim against the Buyer Indemnified Persons with respect to any amounts owed by the Seller or the SPA Sellers pursuant to this Section 7. Upon making full payment of any Losses, the Indemnifying Party shall, to the extent of such payment, be subrogated to all rights of the Indemnified Party against any third party in respect of the Losses to which the indemnity payment relates. Until the Indemnified Party recovers full payment of its Losses, any and all claims of the Indemnifying Party against any such third party on account of such payment shall be postponed and subrogated in right of payment to the Indemnified Party’s rights against such third party.

7.7 Sequence of Recovery. Any and all amounts payable by the SPA Sellers to a Buyer Indemnified Person will be paid as follows:

7.7.1 first, but solely with respect to claims for indemnification pursuant to Section 7.1.1(a) of this Agreement and Section 7.1.1(a) of the SPA, up to an aggregate amount equal to the Deductible Amount as follows: first, by a reduction of any amount outstanding under the Second Seller Note until satisfied in full; second, to the extent that the Second Seller Note has been satisfied in full, by a reduction of any amount outstanding under the First Seller Note; and then by the SPA Sellers by wire transfer of immediately available funds to an account or accounts designated by Buyer within fifteen (15) days of being due;

7.7.2 second, with respect to claims for indemnification pursuant to Section 7.1.1(a), from the R&W Insurance Policy until exhausted, subject to the terms and conditions contained therein;

7.7.3 third, with respect to Non-Ordinary Indemnity Claims, by a reduction of any amount outstanding under the Second Seller Note until satisfied in full;

7.7.4 fourth, with respect to Non-Ordinary Indemnity Claims, and to the extent that the Second Seller Note has been satisfied in full, by a reduction of any amount outstanding under the First Seller Note;

7.7.5 fifth, with respect to Non-Ordinary Indemnity Claims, and to the extent that the First Seller Note has been satisfied in full and the Second Seller Note has been satisfied in full, by a reduction of any amount then owed under the Earn-Out Agreement; and

7.7.6 then, with respect to Non-Ordinary Indemnity Claims, by the SPA Sellers by wire transfer of immediately available funds to an account or accounts designated by Buyer within fifteen (15) days of being due.

For greater certainty, (x) with respect to claims for indemnification pursuant to Section 7.1.1(a) that are not Non-Ordinary R&W Claims, the Buyer is limited to recovery on such claims pursuant to Section 7.7.1 and Section 7.7.2 and (y) with respect claims for indemnification which are Non-Ordinary R&W Claims, recoveries under the R&W Policy shall be treated as follows: (i) such recoveries shall be applied initially pursuant to Section 7.7.2 and (ii) if there is a recovery under the R&W Policy that is not with respect to a Non-Ordinary R&W Claims after any application pursuant to preceding sub-clause (i) (a “Subsequent R&W Recovery”), then such application pursuant to sub-clause (i) shall be deemed to instead be applied pursuant to Sections 7.7.3 – 7.7.6 in the amount equal to such Subsequent R&W Recovery.

Any and all amounts payable by the Buyer to a Seller Indemnified Person will be paid by wire transfer of immediately available funds to an account or accounts designated by the Seller Indemnified Person within fifteen (15) days of being due.

In the event a Buyer Indemnified Person asserts a right of recovery pursuant to Section 7 of this Agreement, such Buyer Indemnified Person shall provide written notice to the Indemnifying Parties specifying the amount to be recovered and the basis for recovery. If the Indemnifying Parties object to the recovery in a writing sent to such Buyer Indemnified Party within ten (10) Business Days after receipt of such notice, such Buyer Indemnified Party and the Indemnifying Parties shall meet within thirty (30) days to attempt to resolve such dispute. If the parties do not resolve the dispute, each party may pursue any available remedies to resolve such dispute, and such Buyer Indemnified Party shall not exercise any right of recovery until the Indemnifying Parties agree or a court of competent jurisdiction issues a final order not subject to appeal resolving the dispute in such Buyer Indemnified Party’s favor. If the Indemnifying Parties fail to respond to such Buyer Indemnified Party’s written notice of its intent to exercise its right to recovery within ten (10) Business Days after receipt, such Buyer Indemnified Party may recover the undisputed amounts against any amount then owed or which shall become owing to the Indemnifying Parties in accordance with the sequence of recovery set forth in this Section 7.7.

7.8 Remedies Cumulative. The rights of each Buyer Indemnified Person and Seller Indemnified Person under this Section 7 are cumulative, and each Buyer Indemnified Person and Seller Indemnified Person, as the case may be, will have the right in any particular circumstance, in its sole discretion, to enforce any provision of this Section 7 without regard to the availability of a remedy under any other provision of this Section 7.

7.9 Tax Treatment. All indemnification and other payments under this Section 7 shall, to the extent permitted by applicable Legal Requirements, be treated for income Tax purposes as an adjustment to the Purchase Price.

7.10 [Intentionally Omitted].

7.11 Insurance and Third Party Indemnity Coverage. Payments by an Indemnifying Party pursuant to Section 7.1.1 or 7.2.1 shall be limited to the amount of the Loss that remains after deducting therefrom any insurance proceeds and any indemnity, contribution or other similar payment received by the Indemnitee from any Person that is not an Affiliate of such Indemnitee in respect of any such claim. No Indemnified Party shall have any obligation to recover under insurance policies (other than the RWI as set forth in Section 7.13) or indemnity, contribution or other similar agreements for any Losses prior to seeking indemnification under this Agreement.

7.12 No Double Recovery. In the event that an insurance, indemnification, contribution or other recovery is made to any Indemnitee with respect to any Loss (a “Recovery Payment”) and the applicable Indemnitee has received an indemnification payment pursuant to this Section 7 expressly for such Loss, then such Indemnitee shall promptly make a payment to the applicable Indemnifying Party in an amount equal to such Recovery Payment.

7.13 R&W Policy. The Buyer shall use commercially reasonable efforts to recover under the R&W Insurance Policy if and to the extent that coverage is available with respect to any claim for indemnification pursuant to Section 7.1.1(a) prior to requiring indemnification under this Agreement from the Sellers with respect to such claim; provided, that notwithstanding the foregoing, if the Buyer makes a Non-Ordinary R&W Claim and does not receive payment under the R&W Insurance Policy with respect to such claim within 180 days, the Buyer may seek indemnification from the Sellers as set forth in this Section 7, including the sequency of recovery set forth in Section 7.7.

7.14 Exclusive Remedy. The remedies provided by this Section 7 shall be the sole and exclusive monetary remedies of the Buyer Indemnified Persons and the Seller Indemnified Persons for the recovery of Losses resulting from, relating to or arising out of this Agreement and the Ancillary Agreements. Notwithstanding the foregoing or anything else in this Agreement or in any Ancillary Agreement to the contrary, nothing herein shall limit or otherwise affect Buyer’s right or ability to make, pursue, enforce or prosecute a claim for (i) equitable relief pursuant to Section 9.13, (ii) fraud or (iii) a breach or violation of any covenant or agreement of any Seller contained in this Agreement or in any Ancillary Agreement.

8. TAX MATTERS

8.1 Tax Sharing Agreements. All Tax sharing agreements or similar agreements (excluding any such agreement or arrangement entered into in the ordinary course of business the primary purpose of which does not relate to Taxes) and all powers of attorney that relate in any way to the Acquired Assets will be terminated prior to the Closing and, after the Closing, no such agreement or power of attorney will have any effect on the Acquired Assets and the Buyer and its Affiliates shall not have any liabilities or obligations with respect thereto.

8.2 Certain Taxes and Fees. All transfer, documentary, stamp, registration and other similar Taxes, and any conveyance fees or recording charges incurred in connection with the Contemplated Transactions (“Transfer Taxes”), will be paid fifty percent (50%) by the SPA Sellers and fifty percent (50%) by the Buyer when due. The Buyer will file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes.

8.3 Cooperation on Tax Matters. Buyer and the SPA Sellers will cooperate fully, as and to the extent reasonably requested by the other party, in connection with any Tax matters relating to the Business, Acquired Assets and Assumed Liabilities (including by the provision of reasonably relevant records or information). Such cooperation will include the retention and (upon any other party’s request) the provision of records and information that are reasonably relevant to any such proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Buyer and the SPA Sellers agree that each such Person will retain, or cause its respective Affiliates to retain, as the case may be, all books and records with respect to Tax matters pertinent to the Acquired Assets or the Business relating to any taxable period beginning on or prior to the Closing Date until the expiration of the statute or period of limitations of the respective taxable periods. The party requesting such cooperation will pay the reasonable out-of-pocket expenses of the other party.

8.4 Apportionment of Ad Valorem Taxes.

8.4.1 All real property taxes, personal property taxes, and similar ad valorem obligations levied with respect to the Acquired Assets for a taxable period that includes (but does not end on) the Closing Date (collectively, the “Apportioned Taxes”) will be apportioned between the Seller and the Buyer based on the number of days of the taxable period prior to the Closing Date. The SPA Parties will be liable for the proportionate amount of Apportioned Taxes attributable to days before or on the Closing Date and the Buyer will be liable for the proportionate amount attributable to days after the Closing Date.

8.4.2 Apportioned Taxes will be timely paid, and all applicable filings, reports and returns will be filed as provided by applicable Legal Requirements. The paying party will be entitled to reimbursement from the non-paying party in accordance with Section 8.4.1. Upon payment of Apportioned Taxes, the paying party will present a statement to the non-paying party setting forth the amount of the reimbursement to which the paying party is entitled under Section 8.4.1 together with such supporting evidence as is reasonably necessary to calculate the amount to be reimbursed. The non-paying party will reimburse the paying party no later than 10 Business Days after the presentation of the statement. Any payment not made within that time will bear interest from the payment due date until, but excluding, the date of the payment at an annual rate equal to the Prime Rate as published in the Wall Street Journal, Eastern Edition, in effect from time to time during the applicable period. Such interest will be payable at the same time as the payment to which it relates and will be calculated daily on the basis of a year of 365 days without compounding.

9. MISCELLANEOUS

9.1 Payments. Any payments to be made under this Agreement shall be made by irrevocable wire transfer on the relevant due date set forth herein with value on that date in immediately available funds and without any deduction for costs or charges. Payments to Seller or any Seller Indemnified Person arising hereunder shall be made to the bank account of Seller’s Counsel, which account information shall be designated in writing by the Sellers’ Representative at least two (2) days in advance of the date that the relevant payment becomes due and payable hereunder (any such bank account, a “Seller Bank Account”). Payments to the Buyer shall be made to the bank account, which account information shall be designated in writing by the Buyer at least two (2) days in advance of the date that the relevant payment becomes due and payable hereunder (any such account, a “Buyer Bank Account”).

9.2 Notices. All notices, requests, demands, claims and other communications required or permitted to be delivered, given or otherwise provided under this Agreement must be in writing and must be delivered, given or otherwise provided:

(a) by hand (in which case, it will be effective upon delivery);

(b) by facsimile (in which case, it will be effective upon receipt of confirmation of good transmission);

(d) by overnight delivery by a nationally recognized courier service (in which case, it will be effective on the Business Day after being deposited with such courier service);

in each case, to the address (or facsimile number) listed below:

If to the Seller, to the Sellers’ Representative:

▇▇▇▇▇▇▇ ▇▇▇▇▇

[______]

with a copy to:

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Suite 2200

▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇

Attn: ▇▇▇▇▇ ▇. ▇▇▇▇

[______]

with a copy to:

c/o Brookstone Partners IAC, Inc.

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

New York, New York 10016

Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Telephone number: [______]
Email: [______]

and:

▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇

Chicago, IL 60602

Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone number: [______]
Facsimile number: [______]
Email: [______]

If to the SPA Sellers, to:

▇▇▇▇▇▇▇ ▇▇▇▇▇

[______]

▇▇▇▇▇▇▇ ▇▇▇▇▇, as Trustee of The ▇▇▇▇▇▇▇ ▇▇▇▇▇ Family Trust

[______]

▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

[______]

▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

[______]

▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇

[______]

▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇

[______]

with a copy to (which shall not constitute notice):

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP

▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Suite 2200

▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇ ▇▇▇ ▇▇▇

Attn: ▇▇▇▇▇ ▇. ▇▇▇▇

[______]

If to the Buyer, to it at:

c/o Brookstone Partners

▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇

New York, New York 10016

Attn: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇

Telephone number: [______]
Email: [______]

with a copy to (which shall not constitute notice):

▇▇▇▇▇ ▇▇▇▇▇▇▇ LLP
▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇., ▇▇▇▇▇ ▇▇▇▇

Chicago, IL 60602

Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Telephone number: [______]
Facsimile number: [______]
Email: [______]

Each of the parties to this Agreement may specify different address, Email, or facsimile number by giving notice in accordance with this Section 9.1 to each of the other parties hereto.

9.3 Succession and Assignment; No Third-Party Beneficiary. Subject to the immediately following sentence, this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, each of which such successors and permitted assigns will be deemed to be a party hereto for all purposes hereof. No party may assign, delegate or otherwise transfer either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other parties; provided, however, that the Buyer may (a) assign this Agreement and any or all of its rights and interests hereunder to one or more of its Affiliates or designate one or more of its Affiliates to perform its obligations hereunder so long as the Buyer is not relieved of any liability or obligations hereunder, (b) assign this Agreement and any or all of its rights and interest hereunder to any Buyer of all or substantially all its assets or designate such Buyer to perform its obligations hereunder and (c) assign any or all of its rights and interests hereunder to one or more of its Affiliates or to any provider of financing to the Buyer as collateral security. Except as expressly provided herein and the rights set forth in Section 7 with respect to the Buyer Indemnified Persons and the Seller Indemnified Persons, this Agreement is for the sole benefit of the parties and their permitted successors and assignees and nothing herein expressed or implied will give or be construed to give any Person, other than the parties and such successors and assignees, any legal or equitable rights hereunder.

9.4 Amendments and Waivers. No amendment or waiver of any provision of this Agreement will be valid and binding unless it is in writing and signed, in the case of an amendment, by ▇▇▇▇▇ and the Sellers’ Representative, or in the case of a waiver, by the party against whom the waiver is to be effective. No waiver by any party of any breach or violation or, default under or inaccuracy in any representation, warranty or covenant hereunder, whether intentional or not, will be deemed to extend to any prior or subsequent breach, violation, default of, or inaccuracy in, any such representation, warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence. No delay or omission on the part of any party in exercising any right, power or remedy under this Agreement will operate as a waiver thereof.

9.5 Entire Agreement. This Agreement, together with the other Ancillary Agreements and any documents, instruments and certificates explicitly referred to herein, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes any and all prior discussions, negotiations, proposals, undertakings, understandings and agreements, whether written or oral, with respect thereto.

9.6 No Third-Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of the parties hereto, and in each case their respective heirs, executors, trustees, beneficiaries, successors, and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person (other than the Indemnitees) any legal or equitable right, benefit or remedy of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.

9.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute but one and the same instrument. This Agreement will become effective when duly executed by each party hereto. Counterpart signature pages to this Agreement may be delivered by facsimile or electronic delivery (i.e., by email of a .pdf signature page) and each such counterpart signature page will constitute an original for all purposes.

9.8 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction. In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, each party hereto intends that such provision will be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law.

9.9 Headings. The headings contained in this Agreement are for convenience purposes only and will not in any way affect the meaning or interpretation hereof.

9.10 Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement. The parties intend that each representation, warranty and covenant contained herein will have independent significance. If any party has breached or violated, or if there is an inaccuracy in, any representation, warranty or covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the party has not breached or violated, or in respect of which there is not an inaccuracy, will not detract from or mitigate the fact that the party has breached or violated, or there is an inaccuracy in, the first representation, warranty or covenant.

9.11 Governing Law. This Agreement, the rights of the parties and all Actions arising in whole or in part under or in connection herewith, will be governed by and construed in accordance with the domestic substantive laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction.

9.12 Jurisdiction; Venue; Service of Process.

9.12.1 Jurisdiction. Each party to this Agreement, by its execution hereof, (a) hereby irrevocably submits to the exclusive jurisdiction of the state courts of the State of Delaware or the United States District Court for the District of Delaware for the purpose of any Action between the parties arising in whole or in part under or in connection with this Agreement, (b) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such Action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court and (c) hereby agrees not to commence any such Action other than before one of the above-named courts. Notwithstanding the previous sentence, a party may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts.

9.12.2 Venue. Each party agrees that for any Action between the parties arising in whole or in part under or in connection with this Agreement, any Ancillary Agreement or the Contemplated Transactions, such party shall bring such Actions only in the state or federal courts of Delaware. Notwithstanding the previous sentence, a party may commence any Action in a court other than the above-named courts solely for the purpose of enforcing an order or judgment issued by one of the above-named courts. Each party further waives any claim and will not assert that venue should properly lie in any other location within the selected jurisdiction.

9.12.3 Service of Process. Each party hereby (a) consents to service of process in any Action between the parties arising in whole or in part under or in connection with this Agreement in any manner permitted by Delaware law, (b) agrees that service of process made in accordance with clause (a) or made by registered or certified mail, return receipt requested, at its address specified pursuant to Section 9.2, will constitute good and valid service of process in any such Action and (c) waives and agrees not to assert (by way of motion, as a defense, or otherwise) in any such Action any claim that service of process made in accordance with clause (a) or (b) does not constitute good and valid service of process.

9.13 Specific Performance. Each of the parties acknowledges and agrees that the other parties would be damaged irreparably in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached or violated. Accordingly, each of the parties agrees that, without posting bond or other undertaking, the other parties will be entitled to an injunction or injunctions to prevent breaches or violations of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any Action instituted in any court of the United States or any state thereof having jurisdiction over the parties and the matter in addition to any other remedy to which it may be entitled, at law or in equity. Each party further agrees that, in the event of any action for specific performance in respect of such breach or violation, it will not assert that the defense that a remedy at law would be adequate.

9.14 Waiver of Jury Trial. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HERETO HEREBY WAIVE, AND COVENANT THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE. THE PARTIES AGREE THAT ANY OF THEM MAY FILE A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING, VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES HERETO IRREVOCABLY TO WAIVE ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING TO THIS AGREEMENT OR ANY OF THE CONTEMPLATED TRANSACTIONS WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY A JUDGE SITTING WITHOUT A JURY.

9.15 Attorneys’ Fees. In any Action to enforce or interpret the provisions of this Agreement, each party shall bear its own costs and expenses.

9.16 Certain Rules of Construction. Except as otherwise explicitly specified to the contrary, (a) references to a Section, Article, Exhibit or Schedule means a Section or Article of, or Schedule or Exhibit to this Agreement, unless another agreement is specified, (b) the word “including” will be construed as “including without limitation,” (c) references to a particular statute or regulation include all rules and regulations thereunder and any predecessor or successor statute, rules or regulation, in each case as amended or otherwise modified from time to time, (d) words in the singular or plural form include the plural and singular form, respectively and (e) references to a particular Person include such Person’s successors and assigns to the extent not prohibited by this Agreement.

[Remainder of Page is Intentionally Blank.]

IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as an agreement as of the date first above written.

The Buyer:	TOTALSTONE, LLC, a Delaware limited liability company

	By:
	Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇▇
	Title:	Manager

The SELLER:	CONTINENTAL STONE INDUSTRIES INC., a Delaware corporation

	By:
	Name:
	Title:

The PARENT:	FRASER CANYON HOLDINGS INC., a British Columbia company

	By:
	Name:
	Title:

THE SPA SELLERS:	DREAM FAMILY HOLDINGS LTD., a British Columbia company


	Name:
	Title:

[Signature Page to Continental Stone Industries Inc. APA]

	▇▇▇▇▇▇▇ ▇▇▇▇▇ FAMILY TRUST


	Name:	▇▇▇▇▇▇▇ ▇▇▇▇▇
	Title:	Trustee


	▇▇▇▇▇▇▇ ▇▇▇▇▇, individually


	▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, individually


	▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, individually


	▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, individually


	▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, individually


	▇▇▇▇▇▇ ▇▇▇▇▇▇▇, individually

THE SELLERS’ REPRESENTATIVE:

	▇▇▇▇▇▇▇ ▇▇▇▇▇

[Signature Page to Continental Stone Industries Inc. APA]

EXHIBIT A

DEFINITIONS

As used herein, the following terms will have the following meanings:

“1933 Act” means the Securities Act of 1933.

“3PL Agreement” means that certain Warehousing and Distribution, Rate Card and Services Agreement, dated as of July 1, 2025, by and between Seller and Dependable Highway Express, Inc.

“Action” means any claim, action, cause of action or suit (whether in contract or tort or otherwise), litigation (whether at law or in equity, whether civil or criminal), controversy, assessment, arbitration, examination, audit, investigation, hearing, charge, grievance, complaint, demand, notice or proceeding to, from, by or before any Governmental Authority.

“Actual Net Working Capital” means (a) if no Notice of Disagreement is timely delivered to the Buyer, the Closing Date Net Working Capital and (b) if a Notice of Disagreement is timely delivered to the Buyer, the amount of Closing Date Net Working Capital as finally determined pursuant to Section 2.6.5.

“Acquired Assets” means all the business, properties, assets, goodwill and rights of the Business of whatever kind and nature, real or personal, tangible or intangible, owned, leased, licensed, used or held for use or license by or on behalf of the Seller, including the inventory and accounts receivable, and except for the Retained Assets.

“Acquired Intellectual Property” is defined in Section 3.12.1.

“Affiliate” means, (i) with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such specified Person and (ii) in addition to and without limiting clause (i), with respect to any specified Person who is an individual, any family member, spouse or descendant of such Person, or any trust, estate planning vehicle or similar Person of which any such Person, family member, spouse or descendant is a trustee, grantor or beneficiary. The word “control” (including the terms “controlled by” and “under common control with”), with respect to the relationship between or among two or more Persons, means the possession, directly or indirectly or as trustee, personal representative or executor, of the power to direct or cause the direction of the affairs or management of a Person, whether through the ownership of voting securities, as trustee, personal representative or executor, by contract, credit arrangement or otherwise

“Agreement” is defined in the Preamble.

“Ancillary Agreements” means the Bill of Sale, the Assignment and Assumption Agreement, and the Intellectual Property Assignment and Assumption Agreement.

“Annual Financials” is defined in Section 3.6.1(a).

“APA Sellers” is defined in Section 6.12.1.

“Apportioned Taxes” is defined in Section 8.4.1.

A-1

“Assumed Liabilities” means all current liabilities of the Seller, to the extent that such accounts payable were incurred in the ordinary course of business consistent with past practice, and which are outstanding as of the Closing and included in Actual Net Working Capital. For the avoidance of doubt, solely with respect to the 3PL Agreement, all amounts attributable to services performed or costs incurred pursuant to the 3PL Agreement during the period beginning at 12:01 a.m. local time on the first day of the calendar month in which the Closing occurs and ending at 11:59 p.m. local time on the Closing Date, which amounts are accrued but unpaid as of the Closing are “Assumed Liabilities”.

“Business” is defined in the Recitals.

“Business Day” means any weekday other than a weekday on which banks in New York, New York or Vancouver, British Columbia, are authorized or required to be closed.

“Buyer” is defined in the Preamble.

“Buyer APA R&W Losses” is defined in Section 7.1.2(a).

“Buyer Indemnified Person” is defined in Section 7.1.1.

“Buyer SPA R&W Losses” means Losses (as defined in the SPA) of Buyer Indemnified Persons (as defined in the SPA) arising from a breach of, or inaccuracy in, any representation or warranty in the SPA or in any Ancillary Agreement (as defined in the SPA).

“Cash Purchase Price” is defined in Section 2.2.

“Closing” is defined in Section 2.3.

“Closing Balance Sheet” is defined in Section 2.6.3.

“Closing Date” is defined in Section 2.3.

“Closing Note” is defined in Section 2.2.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Closing Date Net Working Capital” is defined in Section 2.6.3.

“Company Plan” is defined in Section 3.15.2.

“Compensation” means, with respect to any Person, all salaries, wages, commissions, consulting fees, compensation, bonuses, benefits or other remuneration of any kind or character whatever (including issuances or grants of Equity Interests), made directly or indirectly by the Seller to such Person or Affiliates of such Person.

“Confidential Information” is defined in Section 6.4.1.

“Contemplated Transactions” means, collectively, the transactions contemplated by this Agreement, including (a) the sale and purchase of the Acquired Assets and the assignment and assumption of the Assumed Liabilities and (b) the execution, delivery and performance of the Ancillary Agreements.

“Contractual Obligation” means, with respect to any Person, any contract, agreement, deed, mortgage, lease, license, commitment, promise, undertaking, arrangement or understanding, whether written or oral and whether express or implied, or other document or instrument (including any document or instrument evidencing or otherwise relating to any Debt) to which or by which such Person is a party or otherwise subject or bound or to which or by which any property, business, operation or right of such Person is subject or bound.

A-2

“Debt” means, with respect to any Person, all obligations (including all obligations in respect of principal, accrued interest, penalties, fees and premiums) of such Person (a) for borrowed money (including overdraft facilities), (b) evidenced by notes, bonds, debentures or similar Contractual Obligations, (c) for the deferred purchase price of property, goods or services (other than trade payables or accruals incurred in the ordinary course of business), (d) under finance or capital leases or purchase money financings, (e) in respect of letters of credit and bankers’ acceptances, (f) for Contractual Obligations relating to interest rate protection, swap agreements and collar agreements and (g) in the nature of Guarantees of the obligations described in clauses (a) through (f) above of any other Person.

“Deductible Amount” is defined in Section 7.1.2(a).

“Designated Liabilities” is defined in Section 3.8.

“Disclosure Schedules” means the schedules to this Agreement.

“Employee Plan” is defined in Section 3.15.1.

“Encumbrance “ or “Encumbered” means any charge, claim, community or other marital property interest, condition, equitable interest, lien, license, option, pledge, security interest, mortgage, right of way, easement, encroachment, servitude, right of first offer or first refusal, buy/sell agreement and any other restriction or covenant with respect to, or condition governing the use, construction, voting (in the case of any security or equity interest), transfer, receipt of income or exercise of any other attribute of ownership.

“Environmental Laws” means any Legal Requirement relating to (a) releases or threatened releases of Hazardous Substances, (b) pollution or protection of public health or the environment or worker safety or health or (c) the manufacture, handling, transport, use, treatment, storage, or disposal of Hazardous Substances, or which, in substance, secures payment or performance of an obligation.

“Equity Interests” means (a) any capital stock, share, partnership or membership interest, unit of participation or other similar interest (however designated) in any Person and (b) any option, warrant, purchase right, conversion right, exchange rights or other Contractual Obligation which would entitle any Person to acquire any such interest in such Person or otherwise entitle any Person to share in the equity, profit, earnings, losses or gains of such Person (including stock appreciation, phantom stock, profit participation or other similar rights).

“ERISA” means the federal Employee Retirement Income Security Act of 1974.

“ERISA Affiliate” is defined in Section 3.15.3.

“Excluded Liabilities” means all Liabilities other than the Assumed Liabilities, including without limitation the following Liabilities:

(a) Any Liability of the Seller arising pursuant to this Agreement or any Ancillary Agreement;

(b) Any Liability of the Seller arising out of, relating to or resulting from any Retained Asset;

A-3

(c) Any Liability of the Seller arising out of, relating to or resulting from any Debt of the Seller which are not otherwise included in Assumed Liabilities;

(d) any Liability for (i) Taxes arising out of, relating to, or in respect of the Business or the Acquired Assets for any taxable period or portion thereof ending on or prior to the Closing Date, (ii) Taxes of or imposed on the Parent or any respective Affiliates for any taxable period, (iii) fifty percent (50%) of the Transfer Taxes for which the Seller is responsible, and (iv) the Apportioned Taxes for which Seller is liable pursuant to Section 8.4.1;

(f) Any Transaction Expenses of the Seller;

(g) Any Liability of the Seller to any present or former holder of any of the Seller’ Equity Interests or to any of its present or former directors, officers or employees (including any Liability to indemnify any such Person by reason of the fact that such Person was a director, officer or employee of the Seller or was serving at the request of the Seller as a partner, trustee, director, officer, employee, or agent of another Person and any “bonus” for fiscal year 2025);

(h) Any Liability arising out of, relating to or resulting from any dividend or other distribution authorized or declared by the Seller with respect to its Equity Interests;

(j) Any Liability of the Seller for (i) any Compensation to any current or former employee or independent contractor, in each case, for any period relating to service with the Seller in connection with the Business on or prior to the Closing Date and (ii) bonuses to employees of the Sellers in connection with the Business on or prior to the Closing Date;

(k) Any Liability of the Seller arising out of or relating to any litigation, arbitration, mediation, governmental investigation or other proceeding, including any judgments, awards, settlements, fines, penalties, costs and expenses (including attorneys’ fees) for matters arising prior to the Closing Date;

(l) Any Liability of the Seller to any SPA Seller; or

(m) Any Liability of the Seller to ▇▇▇▇▇▇▇ Canyon, Canadian Stone Industries Inc., a British Columbia company, Klad Envelope Solutions Inc., a British Columbia company, or Canadian Stone Industries, a British Columbia general partnership.

“Financials” is defined in Section 3.7.1(b).

“First Seller Note” has the meaning in the SPA.

“GAAP” means generally accepted accounting principles in the United States as in effect from time to time.

“Governmental Order” means any order, writ, judgment, injunction, decree, stipulation, ruling, determination or award entered by or with any Governmental Authority.

“Governmental Authority” means any (a) government, (b) governmental or quasi-governmental authority of any nature (including any governmental agency, branch, department, official or entity and any court or other tribunal) or (c) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or any arbitrator, mediator, court, administrative law court, tribunal, commission, in the case of any of clause (a) through (c), whether federal, state, provincial, territorial, local, municipal, foreign, supranational or of any other jurisdiction (such as binding (including voluntary or contractual) arbitration).

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“Guarantee” means, with respect to any Person, (a) any guarantee of the payment or performance of, or any contingent obligation in respect of, any Debt or other Liability of any other Person, (b) any other arrangement whereby credit is extended to any obligor (other than such Person) on the basis of any promise or undertaking of such Person (i) to pay the Debt or other Liability of such obligor, (ii) to purchase any obligation owed by such obligor, (iii) to purchase or lease assets under circumstances that are designed to enable such obligor to discharge one or more of its obligations or (iv) to maintain the capital, working capital, solvency or general financial condition of such obligor and (c) any liability as a general partner of a partnership or as a venturer in a joint venture in respect of Debt or other obligations of such partnership or venture.

“Hazardous Substance” is defined in Section 3.17.

“Indemnified Party” means a Buyer Indemnified Person or a Seller Indemnified Person, as applicable.

“Indemnifying Party” means (a) the Buyer, if in connection with a claim for indemnification by a Seller Indemnified Person, and (b) the Seller or the SPA Sellers, if in connection with a claim for indemnification by a Buyer Indemnified Person.

“Indemnitee” means a Buyer Indemnified Person and/or a Seller Indemnified Person, as applicable.

“Indemnity Basket” is defined in Section 7.1.2.

“Indemnity Claim” means a claim for indemnity under Sections 7.1 or 7.2, as the case may be.

“Intellectual Property” means the entire right, title and interest in and to all proprietary rights of every kind and nature, however denominated, throughout the world, including all rights and interests pertaining to or deriving from: (a) patents and patent applications (including design patents), as well as any reissues, continuations, divisions, extensions or reexaminations thereof; (b) copyrights, copyrightable works, Software, proprietary designs, mask work rights and applications for registration thereof; (c) Confidential Information, technology, know-how, processes, trade secrets, algorithms, inventions, works, proprietary data and information, databases, formulae, research and development data and computer software or firmware; (d) trademarks, trade names, service marks, service names, brands, corporate names, proprietary logos, trade dress and logos, internet domain names and registrations and applications for registration thereof, together with all of the goodwill and activities associated therewith; (e) domain names, rights of privacy and publicity, moral rights, and proprietary rights of any kind or nature, however denominated, throughout the world in all media now known or hereafter created; (f) usernames, passwords, handles, nicknames, display names and other identifiers of social media accounts; (g) any and all registrations, applications, recordings, licenses, common-law rights and Contractual Obligations relating to any of the foregoing and all rights thereunder; and (h) all Actions and rights to sue at law in equity for any past or future infringement or other impairment of any of the foregoing, including the right to receive all proceeds and damages therefrom, and all rights to obtain renewals, continuations, divisions or other extensions of legal protections pertaining thereto.

“Interim Financials” is defined in Section 3.7.1(b).

“Leased Real Property” is defined in Section 3.12.1.

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“Legal Requirement” means any United States federal, state or local or foreign law, statute, standard, ordinance, code, rule, regulation, resolution or promulgation, or any Governmental Order, or any license, franchise, permit or similar right granted under any of the foregoing, or any similar provision having the force or effect of law.

“Liability” means, with respect to any Person, any liability or obligation of such Person whether known or unknown, whether asserted or unasserted, whether determined, determinable or otherwise, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, whether incurred or consequential, whether due or to become due and whether or not required under GAAP to be accrued on the financial statements of such Person.

“Liability Policies” is defined in Section 3.23.

“Losses” is defined in Section 7.1.1.

“Material Adverse Effect” means any change or effect that is, or could reasonably be expected to be, materially adverse to the Business, Assets, Liabilities, financial condition or results of operations of the Seller, taken as a whole, provided that no state of facts, circumstance, condition, event, change, development, or occurrence shall, individually or in the aggregate, constitute or be taken into account in determining the occurrence of a “Material Adverse Effect” to the extent it relates to, arises out of or results from any one or more of the following: (i) a deterioration in the industries or markets in which the Companies operate, (ii) changes in economic, market, business, regulatory or political conditions generally in the Canada or in other jurisdictions in which the Companies or Business operate, or in the global financial or securities markets generally (including interest rates, exchange rates and commodity prices) or in the financial markets of any such jurisdiction or any act(s) of terrorism, similar calamity or war, (iii) changes in applicable Legal Requirements or GAAP, including accounting and financial reporting pronouncements by a Governmental Authority or (iv) any epidemic, pandemic or disease outbreak (including COVID-19), or any applicable Law, directive, guidelines or recommendations issued by a Governmental Entity, the Centers for Disease Control and Prevention, the World Health Organization or industry group providing for business closures, “sheltering-in-place,” curfews or other restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak (including COVID-19) or any change in such applicable Law, directive, guidelines, recommendations or interpretation thereof following the date of this Agreement; (v) the announcement of the execution of, this Agreement, or the identity of the Buyer as the purchaser of the Companies;(vi) any action taken by the Seller with the Buyer’s consent or the taking of any action expressly required by this Agreement; provided, that, with respect to a matter described in any of the foregoing clauses (i), (ii), and (iii), such change, effect, event, circumstance or occurrence shall only be excluded to the extent such change, effect, event, circumstance or occurrence does not have a materially disproportionate effect on the Seller as compared to other comparable entities operating in the industry in which the Seller operates.

“Members of the Immediate Family” means, with respect to any individual, (a) such Person’s spouse, (b) each parent, brother, sister or child of such Person or such Person’s spouse, (c) the spouse of any Person described in clause (b) above, (d) each child of any Person described in clauses (a), (b) or (c) above, (e) each trust created solely for the benefit of one or more of the Persons described in clauses (a) through (d) above and (f) each custodian or guardian of any property of one or more of the Persons described in clauses (a) through (d) above in his capacity as such custodian or guardian.

“Most Recent Balance Sheet” is defined in Section 3.6.1(a).

“Most Recent Balance Sheet Date” is defined in Section 3.6.1(a).

“Necessary Permits” is defined in Section 3.14.2.

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“Net Working Capital” means (i) the total current assets of the Seller that are Acquired Assets less (ii) the total current liabilities of the Seller that are Assumed Liabilities, as determined pursuant to the Preparation Standards. An illustrative example of the calculation of Net Working Capital is attached as Exhibit A-1.

“Non-Ordinary Indemnity Claims” means Non-Ordinary R&W Claims and all other claims pursuant to Section 7.1.1 (other than Section 7.1.1(a)).

“Non-Ordinary R&W Claims” means claims for indemnification pursuant to Section 7.1.1(a) with respect to Seller Fundamental Representations or are not based upon intentional or criminal conduct or fraud.

“Non-Transferred Contracts” means (a) any Contractual Obligation required to be disclosed on Schedule 3.10 (Debt; Guarantees), (b) any Contractual Obligation required to be disclosed on Schedule 3.16 (Employee Benefit Plans), (c) any Contractual Obligation required to be disclosed on Schedule 3.25 (Insurance), (d) any Contractual Obligation required to be disclosed on Schedule 3.18 (Contracts) and not set forth on such Schedule, and (e) any contractual obligation with Seller, Parent or any of their respective Affiliates.

“Notice of Disagreement” is defined in Section 2.6.5.

“Objection Period” is defined in Section 2.6.5.

“Off-the-Shelf-Software” means commercial software obtained from a third party on general commercial terms that continues to be widely available on such commercial terms that (i) had a retail value of $10,000 or less, (ii) is not material to the conduct of the Business, (iii) is used for business infrastructure or other internal purposes, and (iv) is not distributed with or incorporated in the Seller’s Products, or necessary for use or development of the Seller’s Products.

“OSHA” means the federal Occupational Safety and Health Act of 1970 (“OSH Act”) (29 USC § 651 et seq.).

“Organizational Documents” means, with respect to any Person (other than an individual), (a) the certificate or articles of incorporation or organization and any joint venture, limited liability company, operating or partnership agreement and other similar documents adopted or filed in connection with the creation, formation or organization of such Person and (b) all by-laws, voting agreements and similar documents, instruments or agreements relating to the organization or governance of such Person, in each case, as amended or supplemented.

“Permits” means, with respect to any Person, any easement, license, franchise, permit, consent, approval, right, privilege, certificate or other similar authorization issued by, or otherwise granted by, any Governmental Authority or any other Person to which or by which such Person is subject or bound or to which or by which any property, business, operation or right of such Person is subject or bound.

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“Permitted Encumbrance” means (a) statutory Liens for current Taxes not yet due or delinquent (or which may be paid without interest or penalties) or the validity or amount of which is being contested in good faith by appropriate proceedings and for which appropriate reserves have been established in accordance with GAAP and, to the extent consistent and in accordance with GAAP, the Preparation Standards, (b) mechanics’, carriers’, workers’, repairers’ and other similar Liens arising or incurred in the ordinary course of business relating to current construction or current operations, provided that such Liens are related to obligations not yet due or delinquent and in respect of which an adequate reserve has been made as required by Law, (c) pledges, deposits or other liens securing the performance of bids, trade contracts, leases or statutory obligations (including workers’ compensation, unemployment insurance or other social security legislation), (d) statutory or common law Encumbrances to secure landlords, lessors or renters under leases or rental agreements confined to the premises rented, (e) statutory liens and deposits or pledges made in connection with, or to secure payment of, worker’s compensation, unemployment insurance, old age pension or other social security programs mandated under applicable Laws, (f) any reservations or exceptions contained in or implied by statute in the original dispositions from the Crown and grants made by the Crown of any land or interest reserved therein that do not materially interfere with or affect the use of the Leased Real Property in the operation of the Business, (g) security given in the ordinary course of business to a public utility or any municipality or governmental or public authority in connection with the operation of the Business or the Leased Real Property; (h) all encroachments, overlaps, overhangs, unrecorded servitudes and easements, variations in area or measurement, or any other matters not of record that would be disclosed by an accurate survey or physical inspection of the Leased Real Property and that do not materially interfere with or affect the value or operation of either Company’s business as currently carried on (and as will be carried on at Closing) at such Leased Real Property, (i) all permits, servitudes and easements (including conservation easements and public trust easements, rights-of-way, road use agreements, covenants, conditions, restrictions, reservations, licenses, other surface agreements and other matters of record) and zoning by-laws and restrictions, ordinances and other restrictions as to the use of Leased Real Property; provided that they are not of such a nature as to materially interfere with or affect the use of the Leased Real Property subject thereto or the operation of either Company's business as currently carried on (and as will be carried on at Closing) at such Leased Real Property, (j) any Liens that will be released at or prior to the Closing, (k) [intentionally omitted] and (l) all other Liens, if any, set forth in Section 1.1 of the Disclosure Schedules.

“Person” means any individual or corporation, association, partnership, limited liability company, joint venture, joint stock or other company, business trust, trust, organization, Governmental Authority or other entity of any kind.

“Products” is defined in Section 3.23.

“Post-Closing Adjustment” is defined in Section 2.6.4.

“Pre-Closing Tax Period” is defined in Section 8.1.

“Preparation Standards” is defined in Section 2.6.1.

“Required Consents” means the items set forth on Section 2.4.9 of the Disclosure Schedules.

“R&W Insurance Expenses” has the meaning in the SPA.

“R&W Insurance Policy” has the meaning in the SPA.

“Representative” means, with respect to any Person, any director, officer, employee, agent, consultant, advisor, or other representative of such Person, including legal counsel, accountants, and financial advisors.

“Restricted Period” is defined in Section 6.6.1.

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“Retained Assets” means the following assets, properties and rights:

(a) All rights of the Seller under this Agreement and any Ancillary Agreement;

(b) All rights in and under Permits and insurance policies which are not transferrable to the Buyer;

(d) All Contractual Obligations with respect to any right of any Person to acquire any capital stock or other direct or indirect ownership interest in the Seller;

(e) All corporate seals, minute books, charter documents, corporate stock record books, registers of other securities, original tax and financial records (copies of which will be delivered to the Buyer as part of the Acquired Assets to the extent related to the Acquired Assets) of the Seller, invoices, and such other books and records as pertain to the organization, existence, share capitalization, tax obligations, or debt financing of the Seller;

(f) Copies of data stored on the computer systems of the Seller;

(g) Any claim, right, or interest in or to any refund for federal, state, or local franchise, income, or other Taxes or fees of any nature whatsoever for any taxable period or portion thereof ending on or prior to the Closing Date and any interest (or similar amount) thereon;

(j) All cash, cash equivalents, money market funds and mutual funds in the Seller’s bank and other depository accounts, including all interest and dividends receivable with respect thereto; and

(k) All rights, claims, causes of action, defenses, counterclaims, setoffs, indemnities, rights of contribution or reimbursement, subrogation and recoupment, privileges, refunds, recoveries, judgments, awards and proceeds (including rights to defense and indemnity and to insurance coverage and proceeds under any insurance policies) of Seller relating to or arising out of any litigation, arbitration, mediation, governmental investigation or other proceeding that is pending as of the Closing (or that relates to facts, events or circumstances occurring on or prior to the Closing), in each case to which Seller is a defendant, respondent or target, including any settlements or settlement rights in respect thereof.

“Second Seller Note” is defined in Section 2.4.1.

“Seller Executive” means each of ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.

“Seller’s Knowledge” means the actual or constructive knowledge of any Seller Executive, in each case, after due internal inquiry.

“Seller” is defined in the Preamble.

“Seller Indemnified Person” is defined in Section 7.2.1.

“Seller Fundamental Representation(s)” is defined in Section 7.1.2.

“Sellers’ Representative” is defined in the Preamble.

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“Seller SPA R&W Losses” means Losses (as defined in the SPA) of Seller Indemnified Persons (as defined in the SPA) arising from a breach of, or inaccuracy in, any representation or warranty in the SPA or in any Ancillary Agreement (as defined in the SPA).

“Software” means computer software (whether in source code, object code or other format), application programming interfaces, graphical user interfaces, databases and data files, in each case together with all associated specifications and documentation.

“SPA” is defined in the Recitals.

“Standard Buyer R&W Losses” is defined in Section 7.1.2(a).

“Standard Seller R&W Losses” is defined in Section 7.2.2.

“Subsequent R&W Recovery” is defined in Section 7.7.

“Subsidiary” means, with respect to any specified person, any other Person of which such specified Person will, at the time, directly or indirectly through one or more Subsidiaries, (a) own at least 50% of the outstanding capital stock (or other shares of beneficial interest) entitled to vote generally, (b) hold at least 50% of the partnership, limited liability company, joint venture or similar interests or (c) be a general partner, managing member or joint venturer.

“Tax” or “Taxes” means (a) any and all federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar, including FICA), unemployment, disability, real property, personal property, sales, use, transfer, registration, escheat or unclaimed property obligation, value added, alternative or add-on minimum, estimated, or other tax of any kind or any charge of any kind in the nature of (or similar to) taxes whatsoever, including any interest, penalty, or addition thereto, whether disputed or not and (b) any liability for the payment of any amounts of the type described in clause (a) of this definition as a result of being a member of an affiliated, consolidated, combined or unitary group for any period, as a result of any tax sharing, tax allocation or tax indemnification agreement, arrangement or understanding, or as a result of being liable for another Person’s Taxes as a transferee or successor, by contract or otherwise.

“Tax Clearance Certificates” is defined in Section 6.10.

“Tax Return” means any return (including any information return), declaration, report, claim for refund or information return or statement relating to Taxes required to be file with any Governmental Authority, including any supporting statement, schedule or attachment thereto, and including any amendment thereof.

“Third Party Claim” is defined in Section 7.4.1.

“Transaction Expenses” is defined in Section 6.1.

“Transfer Taxes” is defined in Section 8.2.

“Transferred Contracts” means all rights of the Seller under Contractual Obligations other than Contractual Obligations under Non-Transferred Contracts.

“Transferred Permits” means all rights of the Seller under all Permits used in connection with the operation of the Business and any and all pending applications relating to any of the foregoing.

“Treasury Regulations” means the temporary or final regulations promulgated under the Code.

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ASSET PURCHASE AGREEMENT November 30, 2025 by and between TotalStone, LLC, a Delaware limited liability company, Continental Stone Industries Inc., a Delaware corporation, and Jeffery Leech, in his capacity as the Sellers’ Representative

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