Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Additional Services" has the meaning set forth in Section 2.8. "Agreement" has the meaning set forth in the preamble. "APA" means that certain Asset Purchase Agreement, dated as of [●], 2025, by and between Provider and Recipient, as it may be amended, restated, supplemented, or otherwise modified from t

Section 1.2 — Rules of Interpretation The following rules of interpretation shall apply to this Agreement: (a) The headings and captions contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning, interpretation, or construction of any provision of this Agreement. (b) References in this Agreement to "Articles," "Sections," and "Exhibits" are to Articles, Sections, and

Section 2.1 — Scope of Services (a) Subject to the terms and conditions of this Agreement, Provider shall provide to Recipient the transition services described in this Article II and set forth in detail in the Service Schedules attached hereto as Exhibits A-1 through A-5 (collectively, "Exhibit A"), in each case solely in connection with the operation of the PureGlow product line as conducted by Provider during the

Section 2.2 — IT Systems Migration Services (Service Category A) (a) General Description. Provider shall provide information technology systems migration services to facilitate the migration of PureGlow-related data, systems access, and IT infrastructure from Provider's shared enterprise systems to Recipient's own IT environment (collectively, the "IT Systems Migration Services"), as more fully described in Exhibit A

Section 2.3 — Accounting/ERP Services (Service Category B) (a) General Description. Provider shall provide accounting, financial reporting, and ERP-related services for the PureGlow product line during the transition period (collectively, the "Accounting/ERP Services"), as more fully described in Exhibit A-2. (b) Scope. The Accounting/ERP Services shall include the following components: (i) General Ledger Maintenance

Section 2.4 — Warehousing and Logistics Services (Service Category C) (a) General Description. Provider shall provide warehousing, distribution, and logistics services for PureGlow finished goods and raw materials during the transition period (collectively, the "Warehousing and Logistics Services"), as more fully described in Exhibit A-3. (b) Scope. The Warehousing and Logistics Services shall include the following c

Section 2.5 — Regulatory and Quality Services (Service Category D) (a) General Description. Provider shall provide regulatory compliance and quality assurance support services for PureGlow products during the transition period (collectively, the "Regulatory and Quality Services"), as more fully described in Exhibit A-4. (b) Scope. The Regulatory and Quality Services shall include the following components: (i) FDA Pro

Section 2.6 — HR and Payroll Services (Service Category E) (a) General Description. Provider shall provide human resources administration and payroll processing services for the Transferred Employees during the transition period following the Closing Date (collectively, the "HR and Payroll Services"), as more fully described in Exhibit A-5. (b) Scope. The HR and Payroll Services shall include the following components

Section 2.7 — Excluded Services Notwithstanding anything to the contrary in this Agreement, the Services shall not include, and Provider shall have no obligation to provide: (a) any services not specifically described in this Article II or the Service Schedules attached as Exhibit A, unless otherwise agreed by the Parties in writing pursuant to Section 2.8; (b) any services relating to Provider's retained business op

Section 2.8 — Additional Services (a) Recipient may from time to time request that Provider provide additional transition services not listed in the Service Schedules (each, an "Additional Service"). Any such request shall be made in writing and shall specify the nature, scope, and desired duration of the requested Additional Service. (b) Provider may agree or decline to provide any requested Additional Service in it

ARTICLE III — TERM AND TERMINATION

Section 3.1 — Initial Term The Initial Term of this Agreement shall commence on the Effective Date (the Closing Date; target: June 16, 2025) and shall expire on the date that is twelve (12) months after the Effective Date (the "Initial Term Expiration Date"), unless earlier terminated in accordance with this Article III. For the avoidance of doubt, if the Closing Date occurs on June 16, 2025, the Initial Term Expirat

Section 3.2 — Extension Options (a) Recipient shall have the right to extend the Service Term beyond the Initial Term Expiration Date for up to two (2) additional periods of three (3) months each (each, an "Extension Period"), for a maximum aggregate Service Term of eighteen (18) months from the Effective Date. (b) To exercise an extension option, Recipient shall deliver written notice of extension to Provider no lat

Section 3.3 — Early Termination of Individual Services (a) Recipient may terminate any individual Service or Service Category, in whole or in part, upon not less than thirty (30) days' prior written notice to Provider. Such notice shall specify the Service or Service Category (or portion thereof) to be terminated and the effective date of termination. (b) Upon the effective date of termination of an individual Servic

Section 3.4 — Termination for Cause (a) Either Party may terminate this Agreement in its entirety upon written notice to the other Party if: (i) the other Party materially breaches any provision of this Agreement and such breach remains uncured for a period of thirty (30) days after the breaching Party's receipt of written notice from the non-breaching Party specifying the nature of such breach in reasonable detail;

Section 3.5 — Effect of Termination or Expiration (a) Upon the expiration or termination of this Agreement (whether in whole or as to any individual Service), Provider shall have no further obligation to provide the terminated or expired Services, except as expressly set forth in this Section 3.5. (b) Notwithstanding Section 3.5(a), upon expiration or termination: (i) Wind-Down Cooperation. Provider shall cooperate w

ARTICLE IV — SERVICE STANDARDS AND COORDINATION

Section 4.1 — Service Coordinators (a) Each Party shall designate a Service Coordinator to serve as the primary point of contact for the day-to-day management, coordination, and oversight of the Services. The Service Coordinators shall be responsible for facilitating communication between the Parties, managing operational issues, coordinating the development and implementation of the Migration Plan, and addressing an

Section 4.2 — Governance; Steering Committee (a) The Parties shall establish a Transition Steering Committee (the "Steering Committee") consisting of each Party's Service Coordinator and one additional senior representative designated by each Party. Each Party may designate alternate attendees to participate in Steering Committee meetings, provided that such alternates have sufficient authority to make decisions on b

Section 4.3 — Service Levels (a) Provider shall provide each Service at a level of quality, quantity, timeliness, and responsiveness that is substantially consistent with the level at which such service was provided to the PureGlow product line during the twelve (12) month period immediately preceding the Closing Date (the "Historical Service Level"). The Historical Service Level shall serve as the benchmark for eval

Section 4.4 — Provider Personnel (a) Provider shall assign qualified personnel with appropriate skills, training, and experience to perform the Services. Provider shall retain sole discretion over the hiring, assignment, reassignment, supervision, compensation, discipline, and termination of Provider Personnel assigned to perform the Services. (b) Provider Personnel shall at all times remain employees or independent

Section 4.5 — Migration Plan (a) Within thirty (30) days after the Effective Date, the Service Coordinators shall jointly develop a written Migration Plan for each Service Category, using the template attached as Exhibit B as a starting point. The Migration Plan for each Service Category shall set forth: (i) the current state description of the applicable Service as provided by Provider; (ii) the target state descrip

Section 4.6 — Cooperation; Access (a) Recipient shall cooperate with Provider and provide all information, access, data, and assistance reasonably necessary for Provider to perform the Services in accordance with this Agreement. Without limiting the generality of the foregoing, Recipient shall promptly respond to Provider's reasonable requests for information, provide timely approvals and decisions, and make Recipien

ARTICLE V — SERVICE CHARGES AND PAYMENT

Section 5.1 — Fee Structure (a) Initial Term Pricing. All Services provided during the Initial Term shall be charged at Provider's actual cost of providing such Services, plus a markup of five percent (5%) ("Cost-Plus 5%"). (b) Actual Cost Definition. For purposes of this Agreement, "actual cost" means the fully loaded cost incurred by Provider in providing the applicable Service, including: (i) direct labor costs, c

Section 5.2 — Invoicing (a) Provider shall deliver to Recipient a monthly invoice for the Service Charges within fifteen (15) business days after the end of each calendar month during the Service Term, using the invoice format set forth in Exhibit C or such other format as the Parties may mutually agree. (b) Each invoice shall contain reasonable detail sufficient to enable Recipient to verify the accuracy of the Serv

Section 5.3 — Payment Terms (a) Recipient shall pay each invoice within thirty (30) calendar days after Recipient's receipt of a valid and undisputed invoice (the "Payment Due Date"). For purposes of this Section, an invoice shall be deemed received on the date it is delivered to Recipient's Service Coordinator by email or other agreed method of delivery. (b) All payments shall be made by wire transfer of immediately

Section 5.4 — Taxes (a) All Service Charges set forth in this Agreement are exclusive of applicable sales taxes, use taxes, value-added taxes, goods and services taxes, and similar transaction-based Taxes imposed on the provision of the Services (collectively, "Transaction Taxes"). To the extent that any Transaction Taxes are imposed on the provision of the Services, Recipient shall be responsible for and shall pay o

Section 5.5 — Disputed Charges (a) If Recipient disputes any portion of an invoice, Recipient shall deliver written notice to Provider within twenty (20) business days after receipt of the applicable invoice (a "Dispute Notice"). Each Dispute Notice shall specify the disputed amount and the basis for the dispute in reasonable detail. (b) Recipient shall pay all undisputed portions of each invoice by the applicable Pa

Section 5.6 — Audit Rights (a) Recipient shall have the right, upon not less than fifteen (15) business days' prior written notice to Provider and during normal business hours, to audit (or cause its independent auditors to audit) Provider's books and records relating to the Service Charges, including time records, cost allocation methodologies, third-party invoices, and supporting documentation. Such audit right may

ARTICLE VI — INTELLECTUAL PROP