Contract analysis

Section 1: Transaction Structure The proposed transaction shall be structured as an asset purchase, and not as a stock purchase, equity purchase, merger, or other form of business combination. Buyer shall acquire substantially all of the assets used in, held for use in, or otherwise related to the Product Line Business (collectively, the "Acquired Assets"), including, without limitation, the following: (a) all invent

Section 2: Purchase Price The aggregate purchase price for the Acquired Assets shall be Ninety-Five Million Dollars ($95,000,000) (the "Purchase Price"), subject to the adjustments described herein. The Purchase Price shall be comprised of the following components: (a) Cash at Closing. At the Closing, Buyer shall pay to Seller (or as Seller may direct) an amount equal to Eighty-Seven Million Dollars ($87,000,000) in

Section 3: Escrow and Indemnification At the Closing, an amount equal to ten percent (10%) of the Purchase Price — specifically, Nine Million Five Hundred Thousand Dollars ($9,500,000) (the "Escrow Amount") — shall be deposited by Buyer into an escrow account established with a nationally recognized financial institution mutually agreed upon by the parties (the "Escrow Agent"). The Escrow Amount shall be held by the

Section 4: Due Diligence Buyer shall be afforded a customary and thorough due diligence review of the Product Line Business, including full and complete access to Seller's books, records, financial statements, tax returns, contracts, real property, equipment, facilities, key personnel, management, advisors, accountants, and such other information and materials as Buyer may reasonably request. Seller shall provide rea

Section 5: Definitive Agreement and Closing Conditions The parties shall negotiate in good faith toward the execution of a definitive Asset Purchase Agreement (the "Definitive Agreement" or the "APA"), together with all schedules, exhibits, and ancillary documents contemplated thereby, including, without limitation, the following: (a) a Bill of Sale and Assignment, pursuant to which Seller shall transfer and convey a

Section 6: Employees Buyer intends to offer employment to substantially all employees of Seller who are primarily engaged in the Product Line Business. The parties currently estimate that approximately one hundred eighty-six (186) employees of Seller are primarily engaged in the operation of the Product Line Business. Buyer's offers of employment to such employees shall be on terms and conditions to be determined by

Section 7: Non-Competition As a condition to the Closing of the transaction contemplated hereby, Malcolm Greer, in his capacity as President and sole shareholder of Seller, shall execute and deliver at the Closing a Non-Competition and Non-Solicitation Agreement (the "Non-Compete Agreement") in form and substance satisfactory to Buyer, restricting Mr. Greer from directly or indirectly engaging in, owning, managing, o

Section 8: Binding Provisions Notwithstanding the non-binding nature of this Letter as described herein and in Section 10 below, the following provisions of this Letter shall be legally binding and enforceable obligations of the parties, and each party hereby agrees to be bound by such provisions effective as of the date of this Letter: (a) Exclusivity. From the date of this Letter through March 28, 2023, which const

Section 9: Expenses Each party shall be solely responsible for, and shall bear, all costs and expenses incurred by such party in connection with this Letter and the proposed transaction contemplated hereby, including, without limitation, all fees, costs, and expenses of its legal counsel, financial advisors, investment bankers, accountants, consultants, and other advisors and representatives, whether or not the propo

Section 10: Non-Binding Nature Except for the provisions expressly identified as binding in Section 8 above (including Section 8(a) (Exclusivity), Section 8(b) (Confidentiality), Section 8(c) (Governing Law), Section 8(d) (Dispute Resolution), and Section 8(e) (Public Announcements)), this Letter does not constitute a binding agreement between the parties and shall not create any obligation on the part of either part

Section 11: Miscellaneous Entire Understanding. This Letter constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous discussions, negotiations, proposals, term sheets, and agreements, whether oral or written, between the parties relating to the subject matter hereof. Amendments. This Letter may not be amended, modified, supplemente