Contract analysis

ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, directl

ARTICLE II — PURCHASE AND SALE; CLOSING; PURCHASE PRICE ADJUSTMENT

Section 2.1 — Purchase and Sale of Shares. Subject to the terms and conditions of this Agreement, at the Closing, each Selling Stockholder shall sell, transfer, assign, convey, and deliver to Buyer, and Buyer shall purchase and acquire from each Selling Stockholder, all of such Selling Stockholder's right, title, and interest in and to all of the Shares owned by such Selling Stockholder as set forth on Exhibit A, fre

Section 2.2 — Purchase Price; Payment at Closing. (a) Aggregate Purchase Price. The aggregate purchase price for the Shares shall be Thirty-Five Million Dollars ($35,000,000) in cash (the "Purchase Price"), subject to adjustment as set forth in Section 2.5. (b) Payment Mechanics at Closing. At the Closing, the Purchase Price shall be paid as follows: (i) Escrow Deposit. Buyer shall deposit the Escrow Amount of Three

Section 2.3 — Closing. (a) The closing of the purchase and sale of the Shares (the "Closing") shall take place on the date that is five (5) Business Days following the satisfaction or written waiver of all of the conditions set forth in Article VI (other than those conditions that by their nature can only be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or on

Section 2.4 — Escrow. (a) At the Closing, Buyer, the Sellers' Representative (on behalf of the Selling Stockholders), and the Escrow Agent shall enter into an Escrow Agreement substantially in the form attached hereto as Exhibit C (the "Escrow Agreement"), providing for the establishment and maintenance of an escrow account with Pinnacle Trust Company, N.A. (the "Escrow Agent"), located at 135 South LaSalle Street, S

Section 2.5 — Net Working Capital Adjustment.

Section 2.5(a) — Estimated Closing Statement. Not fewer than three (3) Business Days prior to the anticipated Closing Date, the Company shall prepare and deliver to Buyer a statement (the "Estimated Closing Statement") setting forth a good-faith estimate of Net Working Capital as of immediately prior to the Closing (without giving effect to the transactions contemplated by this Agreement), calculated in accordance wi

Section 2.5(b) — Final Closing Statement. Within ninety (90) days following the Closing Date, Buyer shall prepare and deliver to the Sellers' Representative a statement (the "Closing Statement") setting forth Buyer's good-faith calculation of the final Net Working Capital as of immediately prior to the Closing, calculated in accordance with GAAP and the Accounting Principles used for the Estimated Closing Statement.

Section 2.5(c) — Review and Dispute Period. The Sellers' Representative shall have thirty (30) days following receipt of the Closing Statement (the "Review Period") to review the Closing Statement. During the Review Period, Buyer shall cooperate with the Sellers' Representative and shall provide reasonable access to the books, records, workpapers, and personnel of the Company as reasonably requested by the Sellers' R

Section 2.5(d) — Independent Accounting Firm Resolution. If Buyer and the Sellers' Representative are unable to resolve all disputed items within the thirty (30)-day negotiation period described in Section 2.5(c) above (or such longer period as may be mutually agreed), then all unresolved disputed items shall be promptly submitted for determination to Calloway Price & Associates LLP, 221 North LaSalle Street, Suite 1

Section 2.5(e) — Post-Closing Adjustment Payment. Within five (5) Business Days after the final determination of Net Working Capital pursuant to this Section 2.5 (whether by agreement of the Parties, deemed acceptance by the Sellers' Representative, or determination by the Independent Accounting Firm): (i) If the final Net Working Capital exceeds the sum of the Estimated NWC Adjustment Amount plus the Target Net Work

Section 2.6 — Purchase Price Allocation; Section 338(h)(10) Election. (a) Section 338(h)(10) Election. Buyer and the Selling Stockholders agree to jointly make an election under Section 338(h)(10) of the Code (and any corresponding election under applicable state or local Tax Law) with respect to the acquisition of the Shares contemplated by this Agreement (the "Section 338(h)(10) Election"). Each Party shall coopera

Section 2.7 — Withholding. Buyer shall be entitled to deduct and withhold from any amounts payable under this Agreement to any Selling Stockholder such amounts as Buyer is required to deduct and withhold under the Code, or any applicable provision of state, local, or foreign Tax Law; provided, however, that prior to making any such deduction or withholding (other than withholding required with respect to compensatory

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLING STOCKHOLDERS The Company and each Selling Stockholder, jointly and severally (subject to the limitations set forth in Section 8.5), represent and warrant to Buyer as of the date hereof and as of the Closing Date (except where a specific representation or warranty expressly speaks only as of a specific date, in which case such representation o

Section 3.1 — Organization and Good Standing. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware Secretary of State File Number 6174829). The Company has full corporate power and authority to own, operate, and lease its properties and assets and to carry on the Business as currently conducted. The Company is duly qualified or licen

Section 3.2 — Authority; Binding Agreement. (a) The Company has full corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) The execution, delivery, and performance of this Agreement and each Ancillary Agreement to which the C

Section 3.3 — Capitalization. (a) The authorized capital stock of the Company consists of 10,000,000 shares of common stock, par value $0.001 per share. No shares of preferred stock are authorized. As of the date hereof, 7,480,000 shares of common stock are issued and outstanding. All issued and outstanding shares of common stock have been duly authorized, are validly issued, are fully paid and nonassessable, and wer

Section 3.4 — Selling Stockholder Representations. Each Selling Stockholder represents and warrants, severally and not jointly, as to itself, himself, or herself, as applicable: (a) Ownership of Shares. Such Selling Stockholder is the record and beneficial owner of the number of Shares set forth opposite such Selling Stockholder's name on Exhibit A hereto. Such Selling Stockholder owns such Shares free and clear of a

Section 3.5 — No Conflicts; Consents. (a) Except as set forth on Schedule 3.5, neither the execution, delivery, or performance of this Agreement or any Ancillary Agreement by the Company or any Selling Stockholder, nor the consummation of the transactions contemplated hereby or thereby, will (i) conflict with or violate any provision of the certificate of incorporation, bylaws, or other organizational documents of th

Section 3.6 — Financial Statements. (a) The Company has delivered or made available to Buyer (i) the audited consolidated balance sheets of the Company as of December 31, 2022, December 31, 2023, and December 31, 2024, and the related audited consolidated statements of operations, stockholders' equity, and cash flows of the Company for the fiscal years then ended (collectively, the "Annual Financial Statements"), tog

Section 3.7 — Absence of Undisclosed Liabilities. The Company does not have any liabilities, obligations, or commitments of the type required to be reflected on or reserved against in a balance sheet prepared in accordance with GAAP (whether accrued, absolute, contingent, unliquidated, or otherwise), except (a) liabilities that are reflected or reserved against in the most recent audited consolidated balance sheet of

Section 3.8 — Absence of Certain Changes. Since December 31, 2024, through the date hereof: (a) the Company has conducted the Business in the ordinary course consistent with past practice in all material respects; (b) there has not been any event, condition, development, or occurrence that has had, or would reasonably be expected to have, a Material Adverse Effect; and (c) neither the Company nor the Company Subsidia

Section 3.9 — Tax Matters. (a) The Company (EIN: 31-6084291) and the Company Subsidiary have timely filed (or have caused to be timely filed), taking into account any applicable extensions, all Tax Returns required to be filed by or with respect to them in all jurisdictions in which such Tax Returns are required to be filed, and all such Tax Returns are true, correct, and complete in all material respects. Schedule 3

Section 3.10 — Real Property. (a) The Company does not own, and has never owned, any real