Exhibit
10.1


 


STOCK
PURCHASE AGREEMENT


 


This
Stock Purchase Agreement (this “Agreement”), dated as of April 6, 2022 is entered into between Torch Wireless,
a Wyoming corporation (“Torch” or “Company”), Jorge E. Perea (“Perea”) and Anatoliy
Budnik (“Budnik,” individually and collectively Perea and Budnik are hereby referred to as “Seller”),
and SurgePays, Inc., a Nevada corporation (“Buyer”).


 


RECITALS


 


WHEREAS,
Perea an Budnik own all of the issued and outstanding shares of common stock (the “Shares”) of Company; and


 


WHEREAS,
Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, the Shares, subject to the terms and conditions set forth herein.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE
I

Definitions


 


The
following terms have the meanings specified or referred to in this ARTICLE I:


 


“Acquisition
Proposal” has the meaning set forth in Section 5.03(a).


 


“Action”
means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation,
citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law
or in equity.


 


“Affiliate”
of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is
under common control with, such Person. The term “control” (including the terms “controlled by” and “under
common control with”) means the possession, directly, of the power to direct or cause the direction of the management and policies
of a Person, through the ownership of voting securities.


 


“Agreement”
has the meaning set forth in the preamble.


 


“Allocation
Schedule” has the meaning set forth in Section 6.05(b).


 


“Ancillary
Documents” means the definitive agreements executed by the parties hereto in connection with the purchase transaction set forth
herein, a detailed list to be agreed to by the parties within a reasonable time following execution of this Agreement.


 


“Assumed
Liabilities” has the meaning set forth in Section 2.02.


 


“Balance
Sheet” has the meaning set forth in Section 3.06.


 


“Balance
Sheet Date” has the meaning set forth in Section 3.06.


 


“Benefit
Plan” has the meaning set forth in Section 3.20(a).


 




    	 



    	 



    




 


“Business
Day” means any day except Saturday, Sunday or any other day on which commercial banks located in Memphis, Tennessee are authorized
or required by Law to be closed for business.


 


“Buyer”
has the meaning set forth in the preamble.


 


“Buyer
Indemnitees” has the meaning set forth in Section 8.02.


 


“Buyer’s
Accountants” means qualified and reputable accountants retained by Buyer in connection with the purchase transaction contemplated
herein.


 


“CERCLA”
means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization
Act of 1986, 42 U.S.C. §§ 9601 et seq.


 


“Closing”
has the meaning set forth in Section 2.05.


 


“Closing
Date” has the meaning set forth in Section 2.05.


 


“Closing
Indebtedness Certificate” means a certificate executed by a duly authorized officer of the Company certifying on behalf of
the Company an itemized list of all outstanding Indebtedness as of the close of business on the Closing Date and the Person to whom such
outstanding Indebtedness is owed and an aggregate total of such outstanding Indebtedness.


 


“Closing
Transaction Expenses Certificate” means a certificate executed by a duly authorized officer of the Company, certifying the
amount of Transaction Expenses remaining unpaid as of the close of business on the Closing Date (including an itemized list of each such
unpaid Transaction Expense with a description of the nature of such expense and the person to whom such expense is owed).


 


“Closing
Working Capital” means: (a) the Current Assets of the Company, less (b) the Current Liabilities of the Company, determined
as of the close of business on the Closing Date.


 


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


 


“Common
Stock” has the meaning set forth in Section 3.03(a).


 


“Torch”
has the meaning set forth in the recitals.


 


“Company
Intellectual Property” means all Intellectual Property that is owned by the Company.


 


“Company
IP Agreements” means all licenses, sublicenses, consent to use agreements, settlements, coexistence agreements, covenants not
to sue, waivers, releases, permissions and other Contracts, whether written or oral, relating to Intellectual Property to which the Company
is a party, beneficiary or otherwise bound.


 


“Company
IP Registrations” means all Company Intellectual Property that is subject to any issuance, registration or application by or
with any Governmental Authority or authorized private registrar in any jurisdiction, including issued patents, registered trademarks,
domain names and copyrights, and pending applications for any of the foregoing.


 




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“Company
IT Systems” means all Software, computer hardware, servers, networks, platforms, peripherals, and similar or related items
of automated, computerized, or other information technology (IT) networks and systems (including telecommunications networks and systems
for voice, data and video) owned, leased, licensed, or used (including through cloud-based or other third-party service providers) by
the Company.


 


“Contracts”
means all contracts, leases, deeds, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, joint ventures and
all other agreements, commitments and legally binding arrangements, whether written or oral.


 


“Current
Assets” means cash and cash equivalents, accounts receivable, inventory and prepaid expenses, but excluding (a) the portion
of any prepaid expense of which Buyer will not receive the benefit following the Closing, and (b) deferred Tax assets, determined in
accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications,
judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements for the most recent
fiscal year end as if such accounts were being prepared as of a fiscal year end.


 


“Current
Liabilities” means accounts payable, accrued Taxes and accrued expenses, determined in accordance with GAAP applied using the
same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and
estimation methodologies that were used in the preparation of the Financial Statements for the most recent fiscal year end as if such
accounts were being prepared as of a fiscal year end.


 


“Direct
Claim” has the meaning set forth in Section 8.05(c).


 


“Disclosure
Schedules” means the Disclosure Schedules delivered by Seller and Buyer concurrently with the execution and delivery of this
Agreement.


 


“Dollars
or $” means the lawful currency of the United States.


 


“Encumbrance”
means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security
interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction
on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.


 


“Environmental
Attributes” means any emissions and renewable energy credits, energy conservation credits, benefits, offsets and allowances,
emission reduction credits or words of similar import or regulatory effect (including emissions reduction credits or allowances under
all applicable emission trading, compliance or budget programs, or any other federal, state or regional emission, renewable energy or
energy conservation trading or budget program) that have been held, allocated to or acquired for the development, construction, ownership,
lease, operation, use or maintenance of the Company as of: (i) the date of this Agreement; and (ii) future years for which allocations
have been established and are in effect as of the date of this Agreement.


 


“Environmental
Claim” means any Action, Governmental Order, lien, fine, penalty, or, as to each, any settlement or judgment arising therefrom,
by or from any Person alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement
proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal
injuries, medical monitoring, penalties, contribution, indemnification and injunctive relief) arising out of, based on or resulting from:
(a) the presence, Release of, or exposure to, any Hazardous Materials; or (b) any actual or alleged non-compliance with any Environmental
Law or term or condition of any Environmental Permit.


 




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“Environmental
Law” means any applicable Law, and any Governmental Order or binding agreement with any Governmental Authority: (a) relating
to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety,
or the environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence
of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge,
transportation, processing, production, disposal or remediation of any Hazardous Materials. The term “Environmental Law”
includes, without limitation, the following (including their implementing regulations and any state analogs): the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C.
§§ 9601 et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, as amended
by the Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. §§ 6901 et seq.; the Federal Water Pollution Control Act of
1972, as amended by the Clean Water Act of 1977, 33 U.S.C. §§ 1251 et seq.; the Toxic Substances Control Act of 1976, as amended,
15 U.S.C. §§ 2601 et seq.; the Emergency Planning and Community Right-to-Know Act of 1986, 42 U.S.C. §§ 11001 et
seq.; the Clean Air Act of 1966, as amended by the Clean Air Act Amendments of 1990, 42 U.S.C. §§ 7401 et seq.; and the Occupational
Safety and Health Act of 1970, as amended, 29 U.S.C. §§ 651 et seq.


 


“Environmental
Notice” means any written directive, notice of violation or infraction, or notice respecting any Environmental Claim relating
to actual or alleged non-compliance with any Environmental Law or any term or condition of any Environmental Permit.


 


“Environmental
Permit” means any Permit, letter, clearance, consent, waiver, closure, exemption, decision or other action required under or
issued, granted, given, authorized by or made pursuant to Environmental Law.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974, as amended, and the regulations promulgated thereunder.


 


“ERISA
Affiliate” means all employers (whether or not incorporated) that would be treated together with the Company or any of its
Affiliates as a “single employer” within the meaning of Section 414 of the Code or Section 4001 of ERISA.


 


“Escrow
Agent” means a mutually agreed upon qualified escrow agent designated by the parties hereto to facilitate any necessary escrow
arrangement.


 


“Escrow
Agreement” means the Escrow Agreement to be entered into by Buyer, Seller and Escrow Agent at the Closing if the parties elect
to have an escrow agent act in connection with the purchase transaction contemplated herein.


 


“Financial
Statements” has the meaning set forth in Section 3.06.


 


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


 


“Government
Contracts” has the meaning set forth in Section 3.09(a)(viii).


 


“Governmental
Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality
of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental
authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator,
court or tribunal of competent jurisdiction.


 




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


 


“Hazardous
Materials” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral
or gas, in each case, whether naturally occurring or manmade, that is hazardous, acutely hazardous, toxic, or words of similar import
or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes,
asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation, and polychlorinated biphenyls.


 


“Indebtedness”
means, without duplication and with respect to the Company, all (a) indebtedness for borrowed money; (b) obligations for the deferred
purchase price of property or services (other than Current Liabilities taken into account in the calculation of Closing Working Capital),
(c) long or short-term obligations evidenced by notes, bonds, debentures or other similar instruments; (d) obligations under any interest
rate, currency swap or other hedging agreement or arrangement; (e) capital lease obligations; (f) reimbursement obligations under any
letter of credit, banker’s acceptance or similar credit transactions; (g) guarantees made by the Company on behalf of any third
party in respect of obligations of the kind referred to in the foregoing clauses (a) through (f); and (h) any unpaid interest, prepayment
penalties, premiums, costs and fees that would arise or become due as a result of the prepayment of any of the obligations referred to
in the foregoing clauses (a) through (g).


 


“Indemnified
Party” has the meaning set forth in Section 8.05.


 


“Indemnifying
Party” has the meaning set forth in Section 8.05.


 


“Insurance
Policies” has the meaning set forth in Section 3.16.


 


“Intellectual
Property” means any and all rights in, arising out of, or associated with any of the following in any jurisdiction throughout
the world: (a) issued patents and patent applications (whether provisional or non-provisional), including divisionals, continuations,
continuations-in-part, substitutions, reissues, reexaminations, extensions, or restorations of any of the foregoing, and other Governmental
Authority-issued indicia of invention ownership (including certificates of invention, petty patents, and patent utility models) (“Patents”);
(b) trademarks, service marks, brands, certification marks, logos, trade dress, trade names, and other similar indicia of source or origin,
together with the goodwill connected with the use of and symbolized by, and all registrations, applications for registration, and renewals
of, any of the foregoing (“Trademarks”); (c) copyrights and works of authorship, whether or not copyrightable, and
all registrations, applications for registration, and renewals of any of the foregoing (“Copyrights”); (d) internet
domain names and social media account or user names (including “handles”), whether or not Trademarks, all associated web
addresses, URLs, websites and web pages, social media sites and pages, and all content and data thereon or relating thereto, whether
or not Copyrights; (e) mask works, and all registrations, applications for registration, and renewals thereof; (f) industrial designs,
and all Patents, registrations, applications for registration, and renewals thereof; (g) trade secrets, know-how, inventions (whether
or not patentable), discoveries, improvements, technology, business and technical information, databases, data compilations and collections,
tools, methods, processes, techniques, and other confidential and proprietary information and all rights therein (“Trade Secrets”);
(h) computer programs, operating systems, applications, firmware, and other code, including all source code, object code, application
programming interfaces, data files, databases, protocols, specifications, and other documentation thereof; (i) rights of publicity; and
(j) all other intellectual or industrial property and proprietary rights.


 




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“Interim
Balance Sheet” has the meaning set forth in Section 3.06.


 


“Interim
Balance Sheet Date” has the meaning set forth in Section 3.06.


 


“Interim
Financial Statements” has the meaning set forth in Section 3.06.


 


“Knowledge
of Seller or Seller’s Knowledge” or any other similar knowledge qualification, means the actual or constructive knowledge
of any director or officer of Seller or the Company, after due inquiry.


 


“Law”
means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement
or rule of law of any Governmental Authority.


 


“Liabilities”
has the meaning set forth in Section 3.07.


 


“Licensed
Intellectual Property” means all Intellectual Property in which the Company holds any rights or interests granted by other
Persons, including Seller or any of its Affiliates.


 


“Losses”
means losses, damages, liabilities, deficiencies, Actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever
kind, including reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing
any insurance providers; provided, however, that “Losses” shall not include punitive damages, except to the
extent actually awarded to a Governmental Authority or other third party.


 


“Material
Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become,
individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise) or
assets of the Company, or (b) the ability of Seller to consummate the transactions contemplated hereby on a timely basis.


 


“Material
Contracts” has the meaning set forth in Section 3.09(a).


 


“Material
Suppliers” has the meaning set forth in Section 3.15(b).


 


“Multiemployer
Plan” has the meaning set forth in Section 3.20(c).


 


“Non-U.S.
Benefit Plan” has the meaning set forth in Section 3.20(a).


 


“Permits”
means all permits, licenses, franchises, approvals, authorizations, registrations, certificates, variances and similar rights obtained,
or required to be obtained, from Governmental Authorities.


 


“Permitted
Encumbrances” has the meaning set forth in Section 3.10(a).


 


“Person”
means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization,
trust, association or other entity.


 


“Platform
Agreements” has the meaning set forth in Section 3.12(h).


 


“Post-Closing
Tax Period” means any taxable period beginning after the Closing Date and, with respect to any taxable period beginning before
and ending after the Closing Date, the portion of such taxable period beginning after the Closing Date.


 




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“Post-Closing
Taxes” means Taxes of the Company for any Post-Closing Tax Period.


 


“Pre-Closing
Tax Period” means any taxable period ending on or before the Closing Date and, with respect to any taxable period beginning
before and ending after the Closing Date, the portion of such taxable period ending on and including the Closing Date.


 


“Pre-Closing
Taxes” means Taxes of the Company for any Pre-Closing Tax Period.


 


“Purchase
Price” has the meaning set forth in Section 2.02.


 


“Qualified
Benefit Plan” has the meaning set forth in Section 3.20(c).


 


“Real
Property” means the real property owned, leased or subleased by the Company, together with all buildings, structures and facilities
located thereon.


 


“Release”
means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching,
dumping, abandonment, disposing or allowing to escape or migrate into or through the environment (including, without limitation, ambient
air (indoor or outdoor), surface water, groundwater, land surface or subsurface strata or within any building, structure, facility or
fixture).


 


“Representative”
means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants
and other agents of such Person.


 


“Requisite
Governmental Approvals” has the meaning set forth in Section 2.07.


 


“Restricted
Business” means any and all enterprise or business opportunity which is directly or indirectly competitive with the Company
with respect to the Lifeline (as defined in 47 CFR Sec. 54.401) or the Affordable Connectivity Program (“ACP”) (as defined
in 47 CFR 54) (including without limitation all related enterprise, business and market opportunities for ACP or Lifeline providers and
subscribers, or which serve similar purposes to Lifeline).


 


“Restricted
Period” has the meaning set forth in Section 5.07(a).


 


“Section
338(h)(10) Election” has the meaning set forth in Section 6.05(a).


 


“Seller”
has the meaning set forth in the preamble.


 


“Seller
Indemnitees” has the meaning set forth in Section 8.03.


 


“Seller’s
Accountants” means one or more qualified accountants retained (if any) by Seller in connection with the transaction contemplated
herein.


 


“Shares”
has the meaning set forth in the recitals.


 


“Single
Employer Plan” has the meaning set forth in Section 3.20(c).


 


“Straddle
Period” has the meaning set forth in Section 6.04.


 


“Taxes”
means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, franchise, registration,
profits, license, lease, service, service use, withholding, payroll, employment, unemployment, estimated, excise, severance, environmental,
stamp, occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other taxes, fees,
assessments or charges of any kind whatsoever, together with any interest, additions or penalties with respect thereto and any interest
in respect of such additions or penalties.


 




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“Tax
Claim” has the meaning set forth in Section 6.06.


 


“Tax
Return” means any return, declaration, report, claim for refund, information return or statement or other document relating
to Taxes, including any schedule or attachment thereto, and including any amendment thereof.


 


“Territory”
means any and all states and jurisdictions in which the Company operates or otherwise conducts business.


 


“Third
Party Claim” has the meaning set forth in Section 8.05(a).


 


“Transaction
Expenses” means all fees and expenses incurred by the Company or Seller at or prior to the Closing in connection with the preparation,
negotiation and execution of this Agreement and the Ancillary Documents, and the performance and consummation of the transactions contemplated
hereby and thereby.


 


“Union”
has the meaning set forth in Section 3.21(b).


 


“WARN
Act” means the federal Worker Adjustment and Retraining Notification Act of 1988, and similar state, local and foreign laws
related to plant closings, relocations, mass layoffs and employment losses.


 


ARTICLE
II

Purchase and sale


 


Section
2.01 Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell to Buyer, and Buyer
shall purchase from Seller, the Shares, free and clear of all Encumbrances, for the consideration specified in Section 2.02.


 


Section
2.02 Purchase Price. The aggregate purchase price for the Shares shall be Eight Hundred Thousand and 00/100 Dollars ($800,000.00)
plus, monthly residual payments for customers enrolled by the Company through December 31, 2022 of $3.00 in tribal and $2 EBB/ACP only
(“Residual Payment”). The final Residual Payment will be due and payable by Buyer to Seller following the payment received
from USAC in January 2023. No further Residual Payment will accrue following the final payment of January 2023.


 


Section
2.03 Transactions to be Effected at the Closing.


 


(a)
At the Closing, Buyer shall:


 


(i)
deliver to Seller, the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered
by Buyer at or prior to the Closing pursuant to Section 7.03 of this Agreement.


 




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(b)
At the Closing, Seller shall deliver to Buyer:


 


(i)
stock certificates evidencing the Shares, free and clear of all Encumbrances, duly endorsed in blank or accompanied by stock powers or
other instruments of transfer duly executed in blank, with all required stock transfer tax stamps affixed thereto; and


 


(ii)
the Ancillary Documents and all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior
to the Closing pursuant to Section 7.02 of this Agreement.


 


Section
2.04 INTENTIONALLY OMITTED.


 


Section
2.05 Closing. Subject to the terms and conditions of this Agreement, the purchase and sale of the Shares contemplated hereby shall
take place at a closing (the “Closing”) to be held on or before April 19, 2022, or in any event no later than two
(2) Business Days after the last of the conditions to Closing set forth in ARTICLE VII have been satisfied or waived (other than conditions
which, by their nature, are to be satisfied on the Closing Date), remotely by exchange of documents and signatures (or their electronic
counterparts), or at such other time or on such other date or at such other place as Seller and Buyer may mutually agree upon in writing
(the day on which the Closing takes place being the “Closing Date”). The Closing Date may be reasonably extended by
the Parties hereto upon giving written notice of the same to the other Party, and upon that Party’s written consent within twenty-four
(24) hours.


 


Section
2.06 Intentionally Omitted.


 


Section
2.07 Stock Repurchase Rights. In the event Buyer is unable to obtain the licenses, permits, consents, authorizations, orders and
approvals from all Governmental Authorities that may be or become necessary or desirable to operate the business of the Company after
the Closing Date as intended by Buyer (the “Requisite Governmental Approvals”), the Buyer shall have the right to
exercise its option to compel Seller to repurchase the Shares in accordance with the terms set forth in that Stock Repurchase Agreement
attached hereto as Exhibit A. Seller hereby agrees to repurchase the Shares in accordance the terms of the Stock Repurchase Agreement
if the Buyer is unable to obtain the Requisite Governmental Approvals or any favorable outcome, as determined in Buyer’s sole and
absolute discretion. The Stock Repurchase Agreement shall carry with it a stock power and power of attorney in favor of the Buyer whereby
the Seller shall irrevocably constitute and appoint the Buyer as the Seller’s true and lawful attorney-in-fact and agent to effectuate,
with full power and authority to act in the Seller’s name, place, and stead in effectuating the purposes of the Buyer pursuant
to the terms and conditions of such Stock Repurchase Agreement, including the execution, acknowledgment, delivery, filing, and recording
of all certificates, documents, contracts, or counterparts thereof, and all other documents which the Buyer deems necessary or appropriate
to effectuate such Share transfer and repurchase. For purposes herein and without limiting its generality, This Section 2.07 and the
terms contained in the corresponding Stock Repurchase Agreement shall survive Closing. Both parties acknowledge and agreement that the
terms of the Stock Repurchase Agreement shall control in the event of a conflict between it and this Agreement, including without limitation
this Section 2.07.


 


ARTICLE
III

Representations and warranties of seller


 


Except
as set forth in the correspondingly numbered Section of the Disclosure Schedules, Seller represents and warrants to Buyer that the statements
contained in this ARTICLE III are true and correct as of the date hereof.


 




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Section
3.01 Organization and Authority of Company and Seller. Company is a corporation duly organized, validly existing and in good standing
under the Laws of the state of its formation. Company and Seller have full corporate power and authority to enter into this Agreement
and the Ancillary Documents to which Seller and Company are parties, to carry out their obligations hereunder and thereunder and to consummate
the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any Ancillary Document to
which Seller is a party, the performance by Seller of its obligations hereunder and thereunder, and the consummation by Seller of the
transactions contemplated will have been duly authorized by all requisite corporate action on the part of Seller and Company upon satisfaction
of all conditions to Closing, agreement and acceptance of all Exhibits hereto and agreement of a final Purchase Price and prior to Closing.
This Agreement has been duly executed and delivered by Seller and Company, and (assuming due authorization, execution and delivery by
Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms.
When each other Ancillary Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due
authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation
of Seller enforceable against it in accordance with its terms. Notwithstanding the above, Seller assures Buyer of its ability and corporate
authority to execute this Agreement.


 


Section
3.02 Organization, Authority and Qualification of the Company. The Company is a corporation duly organized, validly existing and
in good standing under the Laws of the state of Wyoming and has full corporate power and authority to own, operate or lease the properties
and assets now owned, operated or leased by it and to carry on its business as it has been and is currently conducted. Section 3.02 of
the Disclosure Schedules sets forth each jurisdiction in which the Company is licensed or qualified to do business, and the Company is
duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it
or the operation of its business as currently conducted makes such licensing or qualification necessary. All corporate actions taken
by the Company in connection with this Agreement and the Ancillary Documents will be duly authorized on or prior to the Closing.


 


Section
3.03 Capitalization.


 


(a)
The authorized capital stock of the Company consists of __100____________ shares of common stock, par value $___0.01_____ (“Common
Stock”), of which _100________ shares are issued and outstanding and constitute the Shares. All of the Shares have been duly
authorized, are validly issued, fully paid and non-assessable, and are owned of record and beneficially by Seller, free and clear of
all Encumbrances. Upon consummation of the transactions contemplated by this Agreement, Buyer shall own all of the Shares, free and clear
of all Encumbrances.


 


(b)
All of the Shares were issued in compliance with applicable Laws. None of the Shares were issued in violation of any agreement, arrangement
or commitment to which Seller or the Company is a party or is subject to or in violation of any preemptive or similar rights of any Person.


 


(c)
There are no outstanding or authorized options, warrants, convertible securities or other rights, agreements, arrangements or commitments
of any character relating to the capital stock of the Company or obligating Seller or the Company to issue or sell any shares of capital
stock of, or any other interest in, the Company. The Company does not have outstanding or authorized any stock appreciation, phantom
stock, profit participation or similar rights. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings
in effect with respect to the voting or transfer of any of the Shares.


 




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Section
3.04 No Subsidiaries. The Company does not own or have any interest in any shares or have an ownership interest in any other Person.


 


Section
3.05 No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the Ancillary Documents to which
it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result
in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents
of Seller or the Company; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable
to Seller or the Company; (c) require the consent, notice or other action by any Person under, conflict with, result in a violation or
breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under,
result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which Seller
or the Company is a party or by which Seller or the Company is bound or to which any of their respective properties and assets are subject
(including any Material Contract) or any Permit affecting the properties, assets or business of the Company; or (d) result in the creation
or imposition of any Encumbrance other than Permitted Encumbrances on any properties or assets of the Company. No consent, approval,
Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller
or the Company in connection with the execution and delivery of this Agreement and the Ancillary Documents and the consummation of the
transactions contemplated hereby and thereby.,


 


Section
3.06 Financial Statements. Complete copies of the Company’s financial statements consisting of the balance sheet of the Company
as at December 31 in each of the years 2019, 2020 and 2021, and the related statements of income and retained earnings, stockholders’
equity and cash flow for the years then ended, and unaudited financial statements consisting of the balance sheet of the Company as at
December 31, 2021 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the nine-month
period then ended (the “Interim Financial Statements” and together with the other financial statements listed above,
the “Financial Statements”). The Financial Statements have been prepared in accordance with GAAP applied on a consistent
basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments
(the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not differ materially from those
presented in the Financial Statements). The Financial Statements are based on the books and records of the Company, and fairly and accurately
present the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the
Company for the periods indicated. The balance sheet of the Company as of December 31, 2021 is referred to herein as the “Balance
Sheet” and the date thereof as the “Balance Sheet Date” and the balance sheet of the Company as of February
28, 2022 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance
Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP.


 


Section
3.07 Undisclosed Liabilities. The Company has no liabilities, obligations or commitments of any nature whatsoever, asserted or unasserted,
known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured or otherwise (“Liabilities”),
except those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet Date.


 


Section
3.08 Absence of Certain Changes, Events and Conditions. Since the Balance Sheet Date, and other than in the ordinary course of business
consistent with past practice, there has not been, with respect to the Company, any:


 


(a)
event, occurrence or development that has had, or could reasonably be expected to have, individually or in the aggregate, a Material
Adverse Effect;


 




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(b)
amendment of the charter, by-laws or other organizational documents of the Company;


 


(c)
split, combination or reclassification of any shares of its capital stock;


 


(d)
issuance, sale or other disposition of any of its capital stock, or grant of any options, warrants or other rights to purchase or obtain
(including upon conversion, exchange or exercise) any of its capital stock;


 


(e)
declaration or payment of any dividends or distributions on or in respect of any of its capital stock or redemption, purchase or acquisition
of its capital stock;


 


(f)
material change in any method of accounting or accounting practice of the Company, except as required by GAAP or as disclosed in the
notes to the Financial Statements;


 


(g)
material change in the Company’s cash management practices and its policies, practices and procedures with respect to collection
of accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment
of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue and acceptance of customer deposits;


 


(h)
entry into any Contract that would constitute a Material Contract;


 


(i)
incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and Liabilities incurred
in the ordinary course of business consistent with past practice;


 


(j)
transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Balance Sheet or cancellation of any debts
or entitlements;


 


(k)
transfer or assignment of or grant of any license or sublicense under or with respect to any Company Intellectual Property or Company
IP Agreements;


 


(l)
abandonment or lapse of or failure to maintain in full force and effect any Company IP Registration, or failure to take or maintain reasonable
measures to protect the confidentiality or value of any Trade Secrets included in the Company Intellectual Property;


 


(m)
material damage, destruction or loss (whether or not covered by insurance) to its property;


 


(n)
any capital investment in, or any loan to, any other Person;


 


(o)
acceleration, termination, material modification to or cancellation of any material Contract (including, but not limited to, any Material
Contract) to which the Company is a party or by which it is bound;


 


(p)
any material capital expenditures;


 


(q)
imposition of any Encumbrance upon any of the Company properties, capital stock or assets, tangible or intangible;


 




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(r)
(i) grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance, pension or other compensation or
benefits in respect of its current or former employees, officers, directors, independent contractors or consultants, other than as provided
for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee or any termination
of any employees for which the aggregate costs and expenses exceed $5,000, or (iii) action to accelerate the vesting or payment of any
compensation or benefit for any current or former employee, officer, director, independent contractor or consultant;


 


(s)
hiring or promoting any person as or to (as the case may be) an officer or hiring or promoting any employee below officer except to fill
a vacancy in the ordinary course of business;


 


(t)
adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any current or former employee,
officer, director, independent contractor or consultant, (ii) Benefit Plan or (iii) collective bargaining or other agreement with a Union,
in each case whether written or oral;


 


(u)
any loan to (or forgiveness of any loan to), or entry into any other transaction with, any of its stockholders or current or former directors,
officers and employees;


 


(v)
entry into a new line of business or abandonment or discontinuance of existing lines of business;


 


(w)
adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under
any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law;


 


(x)
purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $25,000 individually
(in the case of a lease, per annum) or $50,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including
any option term), except for purchases of inventory or supplies in the ordinary course of business consistent with past practice;


 


(y)
acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets or stock of, or by any other manner,
any business or any Person or any division thereof;


 


(z)
action by the Company to make, change or rescind any Tax election, amend any Tax Return or take any position on any Tax Return, take
any action, omit to take any action or enter into any other transaction that would have the effect of increasing the Tax liability or
reducing any Tax asset of Buyer in respect of any Post-Closing Tax Period; or


 


(aa)
any Contract to do any of the foregoing, or any action or omission that would result in any of the foregoing.


 




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Section
3.09 Material Contracts.


 


(a)
Section 3.09(a) of the Disclosure Schedules lists each of the following Contracts of the Company (such Contracts, together with all Contracts
concerning the occupancy, management or operation of any Real Property (including without limitation, brokerage contracts listed or otherwise
disclosed in Section 3.10(b) of the Disclosure Schedules and all Company IP Agreements, being “Material Contracts”):


 


(i)
each Contract of the Company involving aggregate consideration in excess of $5,000 and which, in each case, cannot be cancelled by the
Company without penalty or without more than 90 days’ notice;


 


(ii)
all Contracts that require the Company to purchase its total requirements of any product or service from a third party or that contain
“take or pay” provisions;


 


(iii)
all Contracts that provide for the indemnification by the Company of any Person or the assumption of any Tax, environmental or other
Liability of any Person;


 


(iv)
all Contracts that relate to the acquisition or disposition of any business, a material amount of stock or assets of any other Person
or any real property (whether by merger, sale of stock, sale of assets or otherwise);


 


(v)
all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing
consulting and advertising Contracts to which the Company is a party;


 


(vi)
all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) to which the Company is
a party and which are not cancellable without material penalty or without more than 90 days’ notice;


 


(vii)
except for Contracts relating to trade receivables, all Contracts relating to indebtedness (including, without limitation, guarantees)
of the Company;


 


(viii)
all Contracts with any Governmental Authority to which the Company is a party (“Government Contracts”);


 


(ix)
all Contracts that limit or purport to limit the ability of the Company to compete in any line of business or with any Person or in any
geographic area or during any period of time;


 


(x)
any Contracts to which the Company is a party that provide for any joint venture, partnership or similar arrangement by the Company;


 


(xi)
all Contracts between or among the Company on the one hand and Seller or any Affiliate of Seller (other than the Company) on the other
hand;


 


(xii)
all collective bargaining agreements or Contracts with any Union to which the Company is a party; and


 


(xiii)
any other Contract that is material to the Company and not previously disclosed pursuant to this Section 3.09.


 




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(b)
Each Material Contract is valid and binding on the Company in accordance with its terms and is in full force and effect. None of the
Company or, to Seller’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or
default under), or has provided or received any notice of any intention to terminate, any Material Contract. No event or circumstance
has occurred that, with notice or lapse of time or both, would constitute an event of default under any Material Contract or result in
a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit
thereunder. Complete and correct copies of each Material Contract (including all modifications, amendments and supplements thereto and
waivers thereunder) have been made available to Buyer.


 


Section
3.10 Title to Assets; Real Property.


 


(a)
The Company has a good and valid leasehold interest in, all Real Property and personal property and other assets reflected in the Financial
Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course
of business consistent with past and commercially reasonable practice since the Balance Sheet Date. Further, the Company does not own
or otherwise hold title in any Real Property. All such properties and assets (including leasehold interests) are free and clear of Encumbrances
except for the following (collectively referred to as “Permitted Encumbrances”):


 


(i)
liens for Taxes not yet due and payable;


 


(ii)
mechanics, carriers’, workmen’s, repairmen’s or other like liens arising or incurred in the ordinary course of business
consistent with past practice or amounts that are not delinquent and which are not, individually or in the aggregate, material to the
business of the Company;


 


(iii)
easements, rights of way, zoning ordinances and other similar encumbrances affecting Real Property which are not, individually or in
the aggregate, material to the business of the Company; or


 


(iv)
other than with respect to owned Real Property, liens arising under original purchase price conditional sales contracts and equipment
leases with third parties entered into in the ordinary course of business consistent with past practice which are not, individually or
in the aggregate, material to the business of the Company.


 


(b)
Section 3.10(b) of the Disclosure Schedules lists (i) the street address of each parcel of Real Property; (ii) if such property is leased
or subleased by the Company, the landlord under the lease, the rental amount currently being paid, and the expiration of the term of
such lease or sublease for each leased or subleased property; and (iii) the current use of such property. With respect to leased Real
Property, Seller has delivered or made available to Buyer true, complete and correct copies of any leases affecting the Real Property.
The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to the possession,
lease, occupancy or enjoyment of any leased Real Property. The use and operation of the Real Property in the conduct of the Company’s
business do not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit or agreement. No
material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than the Company.
There are no Actions pending nor, to the Seller’s Knowledge, threatened against or affecting the Real Property or any portion thereof
or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.


 




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Section
3.11 Condition and Sufficiency of Assets. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles
and other items of tangible personal property of the Company are structurally sound, are in good operating condition and repair, and
are adequate for the uses to which they are being put, and none of such buildings, plants, structures, furniture, fixtures, machinery,
equipment, vehicles and other items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance
and repairs that are not material in nature or cost. The buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicles
and other items of tangible personal property currently owned or leased by the Company, together with all other properties and assets
of the Company, are sufficient for the continued conduct of the Company’s business after the Closing in substantially the same
manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the
Company as currently conducted.


 


Section
3.12 Intellectual Property.


 


(a)
Section 3.12(a) of the Disclosure Schedules contains a correct, current, and complete list of: (i) all Company IP Registrations, specifying
as to each, as applicable: the title, mark, or design; the record owner and inventor(s), if any; the jurisdiction by or in which it has
been issued, registered, or filed; the patent, registration, or application serial number; the issue, registration, or filing date; and
the current status and (ii) all unregistered Trademarks included in the Company Intellectual Property; and (iii) all proprietary Software
of the Company; and (iv) all other Company Intellectual Property used or held for use in the Company’s business as currently conducted
and as proposed to be conducted.


 


(b)
Section 3.12(b) of the Disclosure Schedules contains a correct, current, and complete list of all Company IP Agreements, specifying for
each the date, title, and parties thereto, and separately identifying the Company IP Agreements: (i) under which the Company is a licensor
or otherwise grants to any Person any right or interest relating to any Company Intellectual Property; (ii) under which the Company is
a licensee or otherwise granted any right or interest relating to the Intellectual Property of any Person; and (iii) which otherwise
relate to the Company’s ownership or use of Intellectual Property, in each case identifying the Intellectual Property covered by
such Company IP Agreement. Seller has provided Buyer with true and complete copies (or in the case of any oral agreements, a complete
and correct written description) of all Company IP Agreements, including all modifications, amendments and supplements thereto and waivers
thereunder. Each Company IP Agreement is valid and binding on the Company in accordance with its terms and is in full force and effect.
Neither the Company nor any other party thereto is, or is alleged to be, in breach of or default under, or has provided or received any
notice of breach of, default under, or intention to terminate (including by non-renewal), any Company IP Agreement.


 




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(c)
The Company is the sole and exclusive legal and beneficial, and with respect to the Company IP Registrations, record, owner of all right,
title, and interest in and to the Company Intellectual Property, and has the valid and enforceable right to use all other Intellectual
Property used or held for use in or necessary for the conduct of the Company’s business as currently conducted and as proposed
to be conducted, in each case, free and clear of Encumbrances other than Permitted Encumbrances. The Company has entered into binding,
valid and enforceable, written Contracts with each current and former employee and independent contractor who is or was involved in or
has contributed to the invention, creation, or development of any Intellectual Property during the course of employment or engagement
with the Company whereby such employee or independent contractor (i) acknowledges the Company’s exclusive ownership of all Intellectual
Property invented, created, or developed by such employee or independent contractor within the scope of his or her employment or engagement
with the Company; (ii) grants to the Company a present, irrevocable assignment of any ownership interest such employee or independent
contractor may have in or to such Intellectual Property, to the extent such Intellectual Property does not constitute a “work made
for hire” under applicable Law; and (iii) irrevocably waives any right or interest, including any moral rights, regarding any such
Intellectual Property, to the extent permitted by applicable Law. Seller has provided Buyer with true and complete copies of all such
Contracts. All assignments and other instruments necessary to establish, record, and perfect the Company’s ownership interest in
the Company IP Registrations have been validly executed, delivered, and filed with the relevant Governmental Authorities and authorized
registrars.


 


(d)
Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereunder, will
result in the loss or impairment of, or require the consent of any other Person in respect of, the Company’s right to own or use
any Company Intellectual Property or Licensed Intellectual Property.


 


(e)
To the Company’s best knowledge, all of the Company Intellectual Property and Licensed Intellectual Property is valid and enforceable,
and all Company IP Registrations are subsisting and in full force and effect. The Company has taken all reasonable and necessary steps
to maintain and enforce the Company Intellectual Property and Licensed Intellectual Property and to preserve the confidentiality of all
Trade Secrets included in the Company Intellectual Property, including by requiring all Persons having access thereto to execute binding,
written non-disclosure agreements. All required filings and fees related to the Company IP Registrations have been timely submitted with
and paid to the relevant Governmental Authorities and authorized registrars. Seller has provided Buyer with true and complete copies
of all file histories, documents, certificates, office actions, correspondence, assignments, and other instruments relating to the Company
IP Registrations.


 


(f)
The conduct of the Company’s business as currently and formerly conducted and as proposed to be conducted, including the use of
the Company Intellectual Property and Licensed Intellectual Property in connection therewith, and the products, processes and services
of the Company have not infringed, misappropriated or otherwise violated, and will not infringe, misappropriate or otherwise violate,
the Intellectual Property or other rights of any Person. No Person has infringed, misappropriated or otherwise violated any Company Intellectual
Property or Licensed Intellectual Property.


 


(g)
There are no Actions (including any opposition, cancellation, revocation, review, or other proceeding), whether settled, pending, or
threatened (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation, or other violation
by the Company of the Intellectual Property of any Person; (ii) challenging the validity, enforceability, registrability, patentability,
or ownership of any Company Intellectual Property or Licensed Intellectual Property or the Company’s right, title, or interest
in or to any Company Intellectual Property or Licensed Intellectual Property; or (iii) by the Company or by the owner of any Licensed
Intellectual Property alleging any infringement, misappropriation, or other violation by any Person of the Company Intellectual Property
or such Licensed Intellectual Property. Neither Seller nor the Company is aware of any facts or circumstances that could reasonably be
expected to give rise to any such Action. The Company is not subject to any outstanding or prospective Governmental Order (including
any motion or petition therefor) that does or could reasonably be expected to restrict or impair the use of any Company Intellectual
Property or Licensed Intellectual Property.


 




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(h)
Section 3.12(h) of the Disclosure Schedules contains a correct, current, and complete list of all social media accounts used in the Company’s
business. The Company has complied with all terms of use, terms of service, and other Contracts and all associated policies and guidelines
relating to its use of any social media platforms, sites, or services (collectively, “Platform Agreements”). There
are no Actions, whether settled, pending, or threatened, alleging any (A) breach or other violation of any Platform Agreement by the
Company; or (B) defamation, violation of publicity rights of any Person, or any other violation by the Company in connection with its
use of social media.


 


(i)
All Company IT Systems are in good working condition and are sufficient for the operation of the Company’s business as currently
conducted and as proposed to be conducted. As of the Closing Date, there has been no malfunction, failure, continued substandard performance,
denial-of-service, or other cyber incident, including any cyberattack, or other impairment of the Company IT Systems that has resulted
or is reasonably likely to result in disruption or damage to the business of the Company and that has not been remedied. The Company
has taken all commercially reasonable steps to safeguard the confidentiality, availability, security, and integrity of the Company IT
Systems, including implementing and maintaining appropriate backup, disaster recovery, and Software and hardware support arrangements.


 


(j)
The Company has complied with all applicable Laws and all internal or publicly posted policies, notices, and statements concerning the
collection, use, processing, storage, transfer, and security of personal information in the conduct of the Company’s business.
As of the Closing Date, the Company has not (i) experienced any actual, alleged, or suspected data breach or other security incident
involving personal information in its possession or control or (ii) been subject to or received any written notice of any audit, investigation,
complaint, or other Action by any Governmental Authority or other Person concerning the Company’s collection, use, processing,
storage, transfer, or protection of personal information or actual, alleged, or suspected violation of any applicable Law concerning
privacy, data security, or data breach notification, and to Seller’s Knowledge, there are no facts or circumstances that could
reasonably be expected to give rise to any such Action.


 


Section
3.13 Inventory. All inventory of the Company, whether or not reflected in the Balance Sheet, consists of a quality and quantity usable
and salable in the ordinary course of business consistent with past practice, except for obsolete, damaged, defective or slow-moving
items that have been written off or written down to fair market value or for which adequate reserves have been established. All such
inventory is owned by the Company free and clear of all Encumbrances, and no inventory is held on a consignment basis. The quantities
of each item of inventory (whether raw materials, work-in-process or finished goods) are not excessive, but are reasonable in the present
circumstances of the Company.


 


Section
3.14 Accounts Receivable. The accounts receivable reflected on the Interim Balance Sheet and the accounts receivable arising after
the date thereof (a) have arisen from bona fide transactions entered into by the Company involving the sale of goods or the rendering
of services in the ordinary course of business consistent with past practice; (b) constitute only valid, undisputed claims of the Company
not subject to claims of set-off or other defenses or counterclaims other than normal cash discounts accrued in the ordinary course of
business consistent with past and commercially reasonable practice; and (c) subject to a reserve for bad debts shown on the Interim Balance
Sheet or, with respect to accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Company,
are collectible in full within 90 days after billing. The reserve for bad debts shown on the Interim Balance Sheet or, with respect to
accounts receivable arising after the Interim Balance Sheet Date, on the accounting records of the Company have been determined in accordance
with GAAP, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.


 




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Section
3.15 Customers and Suppliers.


 


(a)
Intentionally Omitted.


 


(b)
Section 3.15(b) of the Disclosure Schedules sets forth (i) each supplier to whom the Company has paid consideration for goods or services
rendered in an amount greater than or equal to $2,500 for each of the two most recent fiscal years (collectively, the “Material
Suppliers”); and (ii) the amount of purchases from each Material Supplier during such periods. The Company has not received
any notice, and has no reason to believe, that any of its Material Suppliers has ceased, or intends to cease, to supply goods or services
to the Company or to otherwise terminate or materially reduce its relationship with the Company.


 


Section
3.16 Insurance. Section 3.16 of the Disclosure Schedules sets forth a true and complete list of all current policies or binders of
fire, liability, product liability, umbrella liability, real and personal property, workers’ compensation, vehicular, directors’
and officers’ liability, fiduciary liability and other casualty and property insurance maintained by Seller or its Affiliates (including
the Company) and relating to the assets, business, operations, employees, officers and directors of the Company (collectively, the “Insurance
Policies”) and true and complete copies of such Insurance Policies have been made available to Buyer. Such Insurance Policies
are in full force and effect and Seller shall obtain tail coverage insurance in form and amount as agreed to by Buyer prior to Closing.
Seller shall work with Buyer to obtain commercially reasonable assurances that one or more of Seller’s insurance policies will
sufficiently cover those risks which would customarily be covered under tail coverage policies for similarly situated transactions as
contemplated herein. Neither the Seller nor any of its Affiliates (including the Company) has received any written notice of cancellation
of, premium increase with respect to, or alteration of coverage under, any of such Insurance Policies. All premiums due on such Insurance
Policies have either been paid or, if due and payable prior to Closing, will be paid prior to Closing in accordance with the payment
terms of each Insurance Policy. The Insurance Policies do not provide for any retrospective premium adjustment or other experience-based
liability on the part of the Company. All such Insurance Policies (a) are valid and binding in accordance with their terms; (b) are provided
by carriers who are financially solvent; and (c) have not been subject to any lapse in coverage. There are no claims related to the business
of the Company pending under any such Insurance Policies as to which coverage has been questioned, denied or disputed or in respect of
which there is an outstanding reservation of rights. None of Seller or any of its Affiliates (including the Company) is in default under,
or has otherwise failed to comply with, in any material respect, any provision contained in any such Insurance Policy. The Insurance
Policies are of the type and in the amounts customarily carried by Persons conducting a business similar to the Company and are sufficient
for compliance with all applicable Laws and Contracts to which the Company is a party or by which it is bound. Except for the tail coverage
set forth above, Buyer acknowledges and agrees that the Insurance Policies will terminate or otherwise not apply to the Company following
Closing.


 


Section
3.17 Legal Proceedings; Governmental Orders.


 


(a)
Except as set forth in Section 3.17(a) of the Disclosure Schedules, there are no Actions pending or, to Seller’s Knowledge, threatened
(a) against or by the Company affecting any of its properties or assets (or by or against Seller or any Affiliate thereof and relating
to the Company); or (b) against or by the Company, Seller or any Affiliate of Seller that challenges or seeks to prevent, enjoin or otherwise
delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise to, or serve as
a basis for, any such Action.


 




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(b)
Except as set forth in Section 3.17(b) of the Disclosure Schedules, there are no outstanding Governmental Orders and no unsatisfied judgments,
penalties or awards against or affecting the Company or any of its properties or assets. The Company is in compliance with the terms
of each Governmental Order set forth in Section 3.17(b) of the Disclosure Schedules. No event has occurred or circumstances exist that
may constitute or result in (with or without notice or lapse of time) a violation of any such Governmental Order.


 


Section
3.18 Compliance With Laws; Permits.


 


(a)
Except as set forth in Section 3.18(a) of the Disclosure Schedules, the Company has complied, and is now complying, with all Laws applicable
to it or its business, properties or assets.


 


(b)
All Permits required for the Company to conduct its business have been obtained by it and are valid and in full force and effect. All
fees and charges with respect to such Permits as of the date hereof have been paid in full. Section 3.18(b) of the Disclosure Schedules
lists all current Permits issued to the Company, including the names of the Permits and their respective dates of issuance and expiration.
No event has occurred that, with or without notice or lapse of time or both, would reasonably be expected to result in the revocation,
suspension, lapse or limitation of any Permit set forth in Section 3.18(b) of the Disclosure Schedules.


 


Section
3.19 Environmental Matters.


 


(a)
The Company is currently and has been in compliance with all Environmental Laws and has not, and the Seller has not, received from any
Person any: (i) Environmental Notice or Environmental Claim; or (ii) written request for information pursuant to Environmental Law, which,
in each case, either remains pending or unresolved, or is the source of ongoing obligations or requirements as of the Closing Date.


 


(b)
Intentionally Omitted


 


(c)
No real property leased by the Company is listed on, or has been proposed for listing on, the National Priorities List (or CERCLIS) under
CERCLA, or any similar state list.


 


(d)
There has been no Release of Hazardous Materials in contravention of Environmental Law with respect to the business or assets of the
Company or any real property formerly owned, operated or leased by the Company, and neither the Company nor Seller has received an Environmental
Notice that any real property formerly owned, operated or leased in connection with the business of the Company (including soils, groundwater,
surface water, buildings and other structure located on any such real property) has been contaminated with any Hazardous Material which
could reasonably be expected to result in an Environmental Claim against, or a violation of Environmental Law or term of any Environmental
Permit by, Seller or the Company.


 


(e)
Intentionally Omitted.


 


(f)
Intentionally Omitted.


 




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(g)
Neither Seller nor the Company has retained or assumed, by contract or operation of Law, any liabilities or obligations of third parties
under Environmental Law.


 


(h)
Intentionally Omitted.


 


(i)
Neither the Seller nor the Company is aware of or reasonably anticipates, as of the Closing Date, any condition, event or circumstance
concerning the Release or regulation of Hazardous Materials that might, after the Closing Date, prevent, impede or materially increase
the costs associated with the ownership, lease, operation, performance or use of the business or assets of the Company as currently carried
out.


 


(j)
Intentionally Omitted.


 


Section
3.20 Employee Benefit Matters.


 


(a)
Section 3.20(a) of the Disclosure Schedules contains a true and complete list of each pension, benefit, retirement, compensation, employment,
consulting, profit-sharing, deferred compensation, incentive, bonus, performance award, phantom equity, stock or stock-based, change
in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability, welfare, Code Section 125 cafeteria,
fringe benefit and other similar agreement, plan, policy, program or arrangement (and any amendments thereto), in each case whether or
not reduced to writing and whether funded or unfunded, including each “employee benefit plan” within the meaning of Section
3(3) of ERISA, whether or not tax-qualified and whether or not subject to ERISA, which is or has been maintained, sponsored, contributed
to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, director, retiree, independent
contractor or consultant of the Company or any spouse or dependent of such individual, or under which the Company or any of its ERISA
Affiliates has or may have any Liability, or with respect to which Buyer or any of its Affiliates would reasonably be expected to have
any Liability, contingent or otherwise (as listed on Section 3.20(a) of the Disclosure Schedules, each, a “Benefit Plan”).
The Company has separately identified in Section 3.20(a) of the Disclosure Schedules (i) each Benefit Plan that contains a change in
control provision and (ii) each Benefit Plan that is maintained, sponsored, contributed to, or required to be contributed to by the Company
primarily for the benefit of employees outside of the United States (a “Non-U.S. Benefit Plan”).


 


(b)
Intentionally Omitted.


 


(c)
Intentionally Omitted.


 


(d)
Intentionally Omitted.


 


(e)
Intentionally Omitted.


 


(f)
Intentionally Omitted.


 


(g)
Intentionally Omitted.


 


(h)
Intentionally Omitted.


 


(i)
None of Seller, the Company, nor any of their Affiliates has any commitment or obligation or has made any representations to any director,
officer, employee, independent contractor or consultant, whether or not legally binding, to adopt, amend, modify or terminate any Benefit
Plan or any collective bargaining agreement.


 




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(j)
Intentionally Omitted.


 


(k)
Intentionally Omitted.


 


(l)
Neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will (either alone or upon the occurrence
of any additional or subsequent events): (i) entitle any current or former director, officer, employee, independent contractor or consultant
of the Company to severance pay or any other payment; (ii) accelerate the time of payment, funding or vesting, or increase the amount
of compensation (including stock-based compensation) due to any such individual; (iii) limit or restrict the right of the Company to
merge, amend, or terminate any Benefit Plan; (iv) increase the amount payable under or result in any other material obligation pursuant
to any Benefit Plan; (v) result in “excess parachute payments” within the meaning of Section 280G(b) of the Code; or (vi)
require a “gross-up” or other payment to any “disqualified individual” within the meaning of Section 280G(c)
of the Code. Seller has made available to Buyer true and complete copies of any Section 280G calculations prepared (whether or not final)
with respect to any disqualified individual in connection with the transactions.


 


Section
3.21 Employment Matters.


 


(a)
Section 3.21(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants
of the Company as of the date hereof, including any employee who is on a leave of absence of any nature, paid or unpaid, authorized or
unauthorized, and sets forth for each such individual the following: (i) name; (ii) title or position (including whether full-time or
part-time); (iii) hire or retention date; (iv) current annual base compensation rate or contract fee; (v) commission, bonus or other
incentive-based compensation; and (vi) a description of the fringe benefits provided to each such individual as of the date hereof. As
of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent
contractors or consultants of the Company for services performed on or prior to the date hereof have been paid in full (or accrued in
full on the balance sheet contained in the Closing Working Capital Statement) and there are no outstanding agreements, understandings
or commitments of the Company with respect to any compensation, commissions, bonuses or fees.


 


(b)
The Company is not, and has not been for the past three (3) years, a party to, bound by, or negotiating any collective bargaining agreement
or other Contract with a union, works council or labor organization (collectively, “Union”), and there is not, and
has not been for the past three (3) years, any Union representing or purporting to represent any employee of the Company, and, to Seller’s
Knowledge, no Union or group of employees is seeking or has sought to organize employees for the purpose of collective bargaining. There
has never been, nor has there been any threat of, any strike, slowdown, work stoppage, lockout, concerted refusal to work overtime or
other similar labor disruption or dispute affecting the Company or any of its employees. The Company has no duty to bargain with any
Union.


 




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(c)
The Company is and has been in compliance with all applicable Laws pertaining to employment and employment practices, including all Laws
relating to labor relations, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation,
reasonable accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, child labor, hiring, promotion
and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’ compensation, leaves
of absence, paid sick leave and unemployment insurance. All individuals characterized and treated by the Company as independent contractors
or consultants are properly treated as independent contractors under all applicable Laws. All employees of the Company classified as
exempt under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. The Company is in compliance
with and has complied with all immigration laws, including Form I-9 requirements and any applicable mandatory E-Verify obligations. There
are no Actions against the Company pending, or to the Seller’s Knowledge, threatened to be brought or filed, by or with any Governmental
Authority or arbitrator in connection with the employment of any current or former applicant, employee, consultant, volunteer, intern
or independent contractor of the Company, including, without limitation, any charge, investigation or claim relating to unfair labor
practices, equal employment opportunities, fair employment practices, employment discrimination, harassment, retaliation, reasonable
accommodation, disability rights or benefits, immigration, wages, hours, overtime compensation, employee classification, child labor,
hiring, promotion and termination of employees, working conditions, meal and break periods, privacy, health and safety, workers’
compensation, leaves of absence, paid sick leave, unemployment insurance or any other employment related matter arising under applicable
Laws.


 


(d)
Intentionally Omitted. With respect to each Government Contract, the Company is and has been in compliance with Executive Order No. 11246
of 1965 (“E.O. 11246”), Section 503 of the Rehabilitation Act of 1973 (“Section 503”) and the Vietnam
Era Veterans’ Readjustment Assistance Act of 1974 (“VEVRAA”), including all implementing regulations. The Company
maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503 and VEVRAA, including all implementing
regulations. The Company is not, and has not been for the past three (3) years, the subject of any audit, investigation or enforcement
action by any Governmental Authority in connection with any Government Contract or related compliance with E.O. 11246, Section 503 or
VEVRAA. The Company has not been debarred, suspended or otherwise made ineligible from doing business with the United States government
or any government contractor. The Company is in compliance with and has complied with all immigration laws, including any applicable
mandatory E-Verify obligations.


 


Section
3.22 Taxes. Except as set forth in Section 3.22 of the Disclosure Schedules:


 


(a)
All Tax Returns required to be filed on or before the Closing Date by the Company have been, or will be, timely filed. Such Tax Returns
are, or will be, true, complete and correct in all respects. All Taxes due and owing by the Company (whether or not shown on any Tax
Return) have been, or will be, timely paid. All Taxes due and owing (whether disputed or undisputed), including all sales and use tax
due, has been paid in full as of the Closing Date. Each Party acknowledges that Seller has filed consolidated Tax Returns with respect
to the Company by virtue of its sole ownership of the Company.


 


(b)
The Company has withheld and paid each Tax required to have been withheld and paid in connection with amounts paid or owing to any employee,
independent contractor, creditor, customer, shareholder or other party, and complied with all information reporting and backup withholding
provisions of applicable Law.


 


(c)
No claim has been made by any taxing authority in any jurisdiction where the Company does not file Tax Returns that it is, or may be,
subject to Tax by that jurisdiction.


 




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(d)
No extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of the Company, except for
the extension filed for tax year 2021.


 


(e)
The amount of the Company’s Liability for unpaid Taxes for all periods ending on or before the Closing Date does not, in the aggregate,
exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) reflected on the Financial Statements. The amount of
the Company’s Liability for unpaid Taxes for all periods following the end of the recent period covered by the Financial Statements
shall not, in the aggregate, exceed the amount of accruals for Taxes (excluding reserves for deferred Taxes) as adjusted for the passage
of time in accordance with the past custom and practice of the Company (and which accruals shall not exceed comparable amounts incurred
in similar periods in prior years).


 


(f)
Section 3.22(f) of the Disclosure Schedules sets forth:


 


(i)
the taxable years of the Company as to which the applicable statutes of limitations on the assessment and collection of Taxes have not
expired;


 


(ii)
those years for which examinations by the taxing authorities have been completed; and


 


(iii)
those taxable years for which examinations by taxing authorities are presently being conducted.


 


(g)
All deficiencies asserted, or assessments made, against the Company as a result of any examinations by any taxing authority have been
fully paid.


 


(h)
The Company is not a party to any Action by any taxing authority. There are no pending or threatened Actions by any taxing authority.


 


(i)
Seller has delivered to Buyer copies of all federal, state, local and foreign income, franchise and similar Tax Returns, examination
reports, and statements of deficiencies assessed against, or agreed to by, the Company for all Tax periods up and through the Closing
Date.


 


(j)
There are no Encumbrances for Taxes (other than for current Taxes not yet due and payable) upon the assets of the Company.


 


(k)
The Company is not a party to, or bound by, any Tax indemnity, Tax sharing or Tax allocation agreement.


 


(l)
No private letter rulings, technical advice memoranda or similar agreement or rulings have been requested, entered into or issued by
any taxing authority with respect to the Company.


 


(m)


 






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(n)
The Company will not be required to include any item of income in, or exclude any item or deduction from, taxable income for any taxable
period or portion thereof ending after the Closing Date as a result of:





 


(i)
any change in a method of accounting under Section 481 of the Code (or any comparable provision of state, local or foreign Tax Laws),
or use of an improper method of accounting, for a taxable period ending on or prior to the Closing Date;


 


(ii)
an installment sale or open transaction occurring on or prior to the Closing Date;


 


(iii)
a prepaid amount received on or before the Closing Date;


 


(iv)
any closing agreement under Section 7121 of the Code, or similar provision of state, local or foreign Law; or


 


(v)
any election under Section 108(i) of the Code.


 


(o)
Seller is not a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2. The Company is not, nor has
it been, a United States real property holding corporation (as defined in Section 897©(2) of the Code) during the applicable period
specified in Section 897(c)(1)(a) of the Code.


 


Section
3.23 Books and Records. Books and Records. The minute books and stock record books of the Company, all of which shall have been made
available to Buyer within 2 days hereof, are complete and correct and have been maintained in accordance with sound business practices.
The minute books of the Company contain accurate and complete records of all meetings, and actions taken by written consent of, the stockholders,
the board of directors and any committees of the board of directors of the Company, and no meeting, or action taken by written consent,
of any such stockholders, board of directors or committee has been held for which minutes have not been prepared and are not contained
in such minute books. At the Closing, all of those books and records will be in the possession of the Company.


 


Section
3.24 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection
with the transactions contemplated by this Agreement or any other Ancillary Document based upon arrangements made by or on behalf of
Seller.


 


Section
3.25 Full Disclosure. No representation or warranty by Seller in this Agreement and no statement contained in the Disclosure Schedules
to this Agreement or any certificate or other document furnished or to be furnished to Buyer pursuant to this Agreement contains any
untrue statement of a material fact, or omits to state a material fact necessary to make the statements contained therein, in light of
the circumstances in which they are made, not misleading.


 


ARTICLE
IV

Representations and warranties of buyer


 


Except
as set forth in the correspondingly numbered Section of the Disclosure Schedules, Buyer represents and warrants to Seller that the statements
contained in this ARTICLE IV are true and correct as of the date hereof.


 




    	25



    	 



    




 


Section
4.01 Organization and Authority of Buyer. Buyer is a limited liability company duly organized, validly existing and in good standing
under the Laws of the state of Nevada. Buyer has full corporate power and authority to enter into this Agreement and the Ancillary Documents
to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby
and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance
by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby
have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered
by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation
of Buyer enforceable against Buyer in accordance with its terms. When each Ancillary Document to which Buyer is or will be a party has
been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary
Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.


 


Section
4.02 No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the Ancillary Documents to which
it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) conflict with or result
in a violation or breach of, or default under, any provision of the articles of organization, operating agreement or other organizational
documents of Buyer; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable
to Buyer; or (c) require the consent, notice or other action by any Person under any Contract to which Buyer is a party. No consent,
approval, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect
to Buyer in connection with the execution and delivery of this Agreement and the Ancillary Documents and the consummation of the transactions
contemplated hereby and thereby, except for such filings and notices as may be required under any regulatory body governing the business
of the Company.


 


Section
4.03 Investment Purpose. Buyer is acquiring the Shares solely for its own account for investment purposes and not with a view to,
or for offer or sale in connection with, any distribution thereof. Buyer acknowledges that the Shares are not registered under the Securities
Act of 1933, as amended, or any state securities laws, and that the Shares may not be transferred or sold except pursuant to the registration
provisions of the Securities Act of 1933, as amended or pursuant to an applicable exemption therefrom and subject to state securities
laws and regulations, as applicable.


 


Section
4.04 Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection
with the transactions contemplated by this Agreement or any Ancillary Document based upon arrangements made by or on behalf of Buyer.


 


Section
4.05 Sufficiency of Funds. Buyer has sufficient cash on hand or other sources of immediately available funds to enable it to consummate
the transactions contemplated by this Agreement.


 


ARTICLE
V

Covenants


 


Section
5.01 Conduct of Business Prior to the Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement
or consented to in writing by Buyer, Seller shall, and shall cause the Company to (in conjunction with Buyer’s rights and obligations
under the Interim Management Agreement), (x) conduct the business of the Company in the ordinary course of business consistent with commercially
best practices; and (y) use best efforts to maintain and preserve intact the current organization, business and franchise of the Company
and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others
having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:


 


(a)
cause the Company to preserve and maintain all of its Permits;


 




    	26



    	 



    




 


(b)
cause the Company to pay its debts (incurred in the ordinary course of business), Taxes and other obligations when due;


 


(c)
cause the Company to maintain the properties and assets owned, operated or used by the Company in the same condition as they were on
the date of this Agreement, subject to reasonable wear and tear, and to not sell or otherwise dispose of its assets, except in the ordinary
course of business consistent with past and commercially reasonable practices;


 


(d)
cause the Company to continue in full force and effect without modification all Insurance Policies, except as required by applicable
Law;


 


(e)
cause the Company to defend and protect its properties and assets from infringement or usurpation;


 


(f)
cause the Company to perform all of its obligations under all Contracts relating to or affecting its properties, assets or business;


 


(g)
cause the Company to maintain its books and records in accordance with past practice;


 


(h)
cause the Company to comply in all material respects with all applicable Laws;


 


(i)
cause the Company not to take or permit any action that would cause any of the changes, events or conditions described in Section 3.08
to occur; and


 


(j)
cause the Company to continue to fully recognize and comply with the terms of that certain Interim Management Agreement dated January
1, 2022 entered into by the Company and certain principals of the Buyer.


 


Section
5.02 Access to Information. From the date hereof until the Closing, Seller shall, and shall cause the Company to, (a) afford Buyer
and its Representatives full and free access to and the right to inspect all of the Real Property, properties, assets, premises, books
and records, Contracts and other documents and data related to the Company; (b) furnish Buyer and its Representatives with such financial,
operating and other data and information related to the Company as Buyer or any of its Representatives may reasonably request; and (c)
instruct the Representatives of Seller and the Company to cooperate with Buyer in its investigation of the Company. Any investigation
pursuant to this Section 5.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the business of
Seller or the Company. No investigation by Buyer or other information received by Buyer shall operate as a waiver or otherwise affect
any representation, warranty or agreement given or made by Seller in this Agreement.


 


Section
5.03 No Solicitation of Other Bids.


 


(a)
Seller shall not, and shall not authorize or permit any of its Affiliates (including the Company) or any of its or their Representatives
to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (ii)
enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or
(iii) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. Seller shall immediately
cease and cause to be terminated and shall cause its Affiliates (including the Company) and all of its and their Representatives to immediately
cease and cause to be terminated, all existing discussions or negotiations with any Persons conducted heretofore with respect to, or
that could lead to, an Acquisition Proposal. For purposes hereof, “Acquisition Proposal” shall mean any inquiry, proposal
or offer from any Person (other than Buyer or any of its Affiliates) concerning (i) a merger, consolidation, liquidation, recapitalization,
share exchange or other business combination transaction involving the Company; (ii) the issuance or acquisition of shares of capital
stock or other equity securities of the Company; or (iii) the sale, lease, exchange or other disposition of any significant portion of
the Company’s properties or assets.


 




    	27



    	 



    




 


(b)
In addition to the other obligations under this Section 5.03, Seller shall promptly (and in any event within three Business Days after
receipt thereof by Seller or its Representatives) advise Buyer orally and in writing of any Acquisition Proposal, any request for information
with respect to any Acquisition Proposal, or any inquiry with respect to or which could reasonably be expected to result in an Acquisition
Proposal, the material terms and conditions of such request, Acquisition Proposal or inquiry, and the identity of the Person making the
same.


 


(c)
Seller agrees that the rights and remedies for noncompliance with this Section 5.03 shall include having such provision specifically
enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause
irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer.


 


Section
5.04 Notice of Certain Events.


 


(a)
From the date hereof until the Closing, Seller shall promptly notify Buyer in writing of:


 


(i)
any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in,
any representation or warranty made by Seller hereunder not being true and correct or (C) has resulted in, or could reasonably be expected
to result in, the failure of any of the conditions set forth in Section 7.02 to be satisfied;


 


(ii)
any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the
transactions contemplated by this Agreement;


 


(iii)
any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement;
and


 


(iv)
any Actions commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting Seller or
the Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.17
or that relates to the consummation of the transactions contemplated by this Agreement.


 


(b)
Buyer’s receipt of information pursuant to this Section 5.04 shall not operate as a waiver or otherwise affect any representation,
warranty or agreement given or made by Seller in this Agreement (including Section 8.02 and Section 9.01(b)) and shall not be deemed
to amend or supplement the Disclosure Schedules.


 




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Section
5.05 Resignations. Seller shall deliver to Buyer written resignations, effective as of the Closing Date, of the officers and directors
of the Company on or before Closing.


 


Section
5.06 Confidentiality. From and after the Closing, Seller shall, and shall cause its Affiliates to, hold, and shall use its reasonable
best efforts to cause its or their respective Representatives to hold, in confidence any and all information, whether written or oral,
concerning the Company, except to the extent that Seller can show that such information (a) is generally available to and known by the
public through no fault of Seller, any of its Affiliates or their respective Representatives; or (b) is lawfully acquired by Seller,
any of its Affiliates or their respective Representatives from and after the Closing from sources which are not prohibited from disclosing
such information by a legal, contractual or fiduciary obligation. If Seller or any of its Affiliates or their respective Representatives
are compelled to disclose any information by judicial or administrative process or by other requirements of Law, Seller shall promptly
notify Buyer in writing and shall disclose only that portion of such information which Seller is advised by its counsel in writing is
legally required to be disclosed, provided that Seller shall use reasonable best efforts to obtain an appropriate protective order
or other reasonable assurance that confidential treatment will be accorded such information.


 


Section
5.07 Non-Competition; Non-Solicitation.


 


(a)
For a period of three (3) years commencing on the Closing Date (the “Restricted Period”), Seller (including officers
and directors), each of their Affiliates (including officers and directors), in existence now or at any time created, shall not, and
shall not permit any of their Affiliates to, directly or indirectly, (ii) have an interest in any Person that engages directly or indirectly
in the Restricted Business in the Territory as a partner, shareholder, member, employee, principal, agent, or trustee; or (iii) intentionally
interfere in any respect with the business relationships (whether formed prior to or after the date of this Agreement) between the Company
(and its Affiliates) and customers or suppliers of the Company. The Parties acknowledge and agree that the restrictive covenants set
forth in this Section 5.07 shall apply to the officers and directors of Seller and its Affiliates notwithstanding any such officer or
director being excluded from the definition of “Affiliate”. Provided, as it relates to such officers and directors, the restrictive
covenants herein shall only be of force and effect with such individuals while holding such office for the Seller and any Affiliate,
and shall not be of any force or effect against such individual upon the termination of such individual’s engagement with the Seller
or Affiliate.


 


(b)
During the Restricted Period, Seller and each of their Affiliates shall not, and shall not permit any of their Affiliates to, directly
or indirectly, hire or solicit any employee or contractor of the Company or encourage any such employee or contractor to leave such employment
or hire any such employee or contractor who has left such employment or engagement, except pursuant to a general solicitation which is
not directed specifically to any such employees.


 


(c)
During the Restricted Period, Seller and each of their Affiliates shall not, and shall not permit any of its Affiliates to, directly
or indirectly, solicit or entice, or attempt to solicit or entice, any clients or customers of the Company (or its Affiliates) or potential
clients or customers of the Company (or its Affiliates) for purposes of diverting their business or services from the Company (or its
Affiliates).


 


(d)
Seller and each of their Affiliates acknowledges that a breach or threatened breach of this Section 5.07 would give rise to irreparable
harm to Buyer, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened
breach by Seller or each of their Affiliates of any such obligations, Buyer shall, in addition to any and all other rights and remedies
that may be available to it in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction,
specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post
bond).


 




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(e)
Seller and each of their Affiliates acknowledges that the restrictions contained in this Section 5.07 are reasonable and necessary to
protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the
transactions contemplated by this Agreement. In the event that any covenant contained in this Section 5.07 should ever be adjudicated
to exceed the time, geographic, product or service, or other limitations permitted by applicable Law in any jurisdiction, then any court
is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time,
geographic, product or service, or other limitations permitted by applicable Law. The covenants contained in this Section 5.07 and each
provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision
as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability
in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.


 


Section
5.08 Governmental Approvals and Consents.


 


(a)
Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions required under any Law applicable
to such party or any of its Affiliates; and (ii) use reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations,
orders and approvals from all Governmental Authorities that may be or become necessary for its execution and delivery of this Agreement
and the performance of its obligations pursuant to this Agreement and the Ancillary Documents. Each party shall cooperate fully with
the other party and its Affiliates in promptly seeking to obtain all such consents, authorizations, orders and approvals. The parties
hereto shall not willfully take any action that will have the effect of delaying, impairing or impeding the receipt of any required consents,
authorizations, orders and approvals.


 


(b)
Seller and Buyer shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described
in Section 3.05 and Section 4.02 of the Disclosure Schedules.


 


(c)
Without limiting the generality of the parties’ undertakings pursuant to subsections (a) and (b) above, each of the parties hereto
shall use all reasonable best efforts to:


 


(i)
respond to any inquiries by any Governmental Authority regarding antitrust or other matters with respect to the transactions contemplated
by this Agreement or any Ancillary Document;


 


(ii)
avoid the imposition of any order or the taking of any action that would restrain, alter or enjoin the transactions contemplated by this
Agreement or any Ancillary Document; and


 


(iii)
in the event any Governmental Order adversely affecting the ability of the parties to consummate the transactions contemplated by this
Agreement or any Ancillary Document has been issued, to have such Governmental Order vacated or lifted.


 




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(d)
If any consent, approval or authorization necessary to preserve any right or benefit under any Contract to which the Company is a party
is not obtained prior to the Closing, Seller shall, subsequent to the Closing, cooperate with Buyer and the Company in attempting to
obtain such consent, approval or authorization as promptly thereafter as practicable. If such consent, approval or authorization cannot
be obtained, Seller shall use its reasonable best efforts to provide the Company with the rights and benefits of the affected Contract
for the term thereof, and, if Seller provides such rights and benefits, the Company shall assume all obligations and burdens thereunder.


 


(e)
All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf
of either party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions
contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Seller or the Company with Governmental
Authorities in the ordinary course of business, any disclosure which is not permitted by Law or any disclosure containing confidential
information) shall be disclosed to the other party hereunder in advance of any filing, submission or attendance, it being the intent
that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with
any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party
shall give notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or
the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other party with the opportunity
to attend and participate in such meeting, discussion, appearance or contact.


 


(f)
Notwithstanding the foregoing, nothing in this Section 5.08 shall require, or be construed to require, Buyer or any of its Affiliates
to agree to (i) sell, hold, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interests of Buyer,
the Company or any of their respective Affiliates; (ii) any conditions relating to, or changes or restrictions in, the operations of
any such assets, businesses or interests which, in either case, could reasonably be expected to result in a Material Adverse Effect or
materially and adversely impact the economic or business benefits to Buyer of the transactions contemplated by this Agreement; or (iii)
any material modification or waiver of the terms and conditions of this Agreement.


 


Section
5.09 Books and Records.


 


(a)
In order to facilitate the resolution of any claims made against or incurred by Seller prior to the Closing, or for any other reasonable
purpose, for a period of one (1) year after the Closing, Buyer shall:


 


(i)
retain the books and records (including personnel files) of the Company relating to periods prior to the Closing in a manner reasonably
consistent with the prior practices of the Company; and


 


(ii)
upon reasonable notice, afford the Representatives of Seller reasonable access (including the right to make, at Seller’s expense,
photocopies), during normal business hours, to such books and records;


 


provided,
however, that any books and records related to Tax matters shall be retained pursuant to the periods set forth in ARTICLE VI.


 




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(b)
In order to facilitate the resolution of any claims made by or against or incurred by Buyer or the Company after the Closing, or for
any other reasonable purpose, for a period of three (3) years following the Closing, Seller shall:


 


(i)
retain the books and records (including personnel files) of Seller which relate to the Company and its operations for periods prior to
the Closing; and


 


(ii)
upon reasonable notice, afford the Representatives of Buyer or the Company reasonable access (including the right to make, at Buyer’s
expense, photocopies), during normal business hours, to such books and records;


 


provided,
however, that any books and records related to Tax matters shall be retained pursuant to the periods set forth in ARTICLE VI.


 


(c)
Neither Buyer nor Seller shall be obligated to provide the other party with access to any books or records (including personnel files)
pursuant to this Section 5.09 where such access would violate any Law.


 


Section
5.10 Closing Conditions From the date hereof until the Closing, each party hereto shall, and Seller shall cause the Company to, use
reasonable best efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in ARTICLE VII
hereof.


 


Section
5.11 Public Announcements. Unless otherwise required by applicable Law (based upon the reasonable advice of counsel), Seller and
Company shall not make any public announcements in respect of this Agreement or the transactions contemplated hereby or otherwise communicate
with any news media without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed.
Without limiting the generality of the foregoing, such public announcements shall include, without limitation, any announcements or press
releases made by the Seller or Company which discloses this transaction or any terms hereof, unless such press release is approved in
writing by Buyer prior to its release. Further, no press release shall name an officer or principal of the Buyer without such individual’s
prior written consent. Nothing in this Section 5.11 or otherwise in this Agreement shall preclude Buyer from communicating the terms
and existence of this Agreement and the transactions contemplated hereby with any Governmental Body, and Seller and Company hereby expressly
consent to and authorize Buyer to communicate with such agencies.


 


Section
5.12 Further Assurances. Following the Closing, each of the parties hereto shall, and shall cause their respective Affiliates to,
execute and deliver such additional documents, instruments, conveyances and assurances and take such further actions as may be reasonably
required to carry out the provisions hereof and give effect to the transactions contemplated by this Agreement.


 


Section
5.13 Consent to Due Diligence Inquiry. Seller and Company hereby consent to Buyer communicating with all relevant third parties who
may be of interest to Buyer in connection with the purchase transaction contemplated herein, including without limitation all creditors
of the Seller, Company (as the case may be). Further, the Buyer shall have the right to request and inspect any and all records held
in trust by such third parties in connection with its due diligence inquiry hereunder.


 




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ARTICLE
VI

Tax matters


 


Section
6.01 Tax Covenants.


 


(a)
Without the prior written consent of Buyer, Seller (and, prior to the Closing, the Company, its Affiliates and their respective Representatives)
shall not, to the extent it may affect, or relate to, the Company, make, change or rescind any Tax election, amend any Tax Return or
take any position on any Tax Return, take any action, omit to take any action or enter into any other transaction that would have the
effect of increasing the Tax liability or reducing any Tax asset of Buyer or the Company in respect of any Post-Closing Tax Period. Seller
agrees that Buyer is to have no liability for any Tax resulting from any action of Seller, the Company, its Affiliates or any of their
respective Representatives, and agrees to indemnify and hold harmless Buyer (and, after the Closing Date, the Company) against any such
Tax or reduction of any Tax asset.


 


(b)
All transfer, documentary, sales, use, stamp, registration, value added and other such Taxes and fees (including any penalties and interest)
incurred in connection with this Agreement and the Ancillary Documents (including any real property transfer Tax and any other similar
Tax) shall be borne and paid by Seller when due. Seller shall, at its own expense, timely file any Tax Return or other document with
respect to such Taxes or fees (and Buyer shall cooperate with respect thereto as necessary).


 


(c)
Buyer shall prepare, or cause to be prepared, all Tax Returns required to be filed by the Company after the Closing Date with respect
to a Pre-Closing Tax Period. Any such Tax Return shall be prepared in a manner consistent with past practice (unless otherwise required
by Law) and without a change of any election or any accounting method and shall be submitted by Buyer to Seller (together with schedules,
statements and, to the extent requested by Seller, supporting documentation) at least 45 days prior to the due date (including extensions)
of such Tax Return. If Seller objects to any item on any such Tax Return, it shall, within ten days after delivery of such Tax Return,
notify Buyer in writing that it so objects, specifying with particularity any such item and stating the specific factual or legal basis
for any such objection. If a notice of objection shall be duly delivered, Buyer and Seller shall negotiate in good faith and use their
reasonable best efforts to resolve such items. If Buyer and Seller are unable to reach such agreement within ten days after receipt by
Buyer of such notice, the disputed items shall be resolved by the Independent Accountant and any determination by the Independent Accountant
shall be final. The Independent Accountant shall resolve any disputed items within twenty days of having the item referred to it pursuant
to such procedures as it may require. If the Independent Accountant is unable to resolve any disputed items before the due date for such
Tax Return, the Tax Return shall be filed as prepared by Buyer and then amended to reflect the Independent Accountant’s resolution.
The costs, fees and expenses of the Independent Accountant shall be borne equally by Buyer and Seller. The preparation and filing of
any Tax Return of the Company that does not relate to a Pre-Closing Tax Period shall be exclusively within the control of Buyer.


 


Section
6.02 Termination of Existing Tax Sharing Agreements. Any and all existing Tax sharing agreements (whether written or not) binding
upon the Company shall be terminated as of the Closing Date. After such date none of the Company, Seller nor any of Seller’s Affiliates
and their respective Representatives shall have any further rights or liabilities thereunder.


 




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Section
6.03 Tax Indemnification. Except to the extent treated as a liability in the calculation of Closing Working Capital, Seller shall
indemnify the Company, Buyer, and each Buyer Indemnitee and hold them harmless from and against (a) any Loss attributable to any breach
of or inaccuracy in any representation or warranty made in Section 3.22; (b) any Loss attributable to any breach or violation of, or
failure to fully perform, any covenant, agreement, undertaking or obligation in ARTICLE VI; (c) all Taxes of the Company or relating
to the business of the Company for all Pre-Closing Tax Periods; (d) all Taxes of any member of an affiliated, consolidated, combined
or unitary group of which the Company (or any predecessor of the Company) is or was a member on or prior to the Closing Date by reason
of a liability under Treasury Regulation Section 1.1502-6 or any comparable provisions of foreign, state or local Law; and (e) any and
all Taxes of any person imposed on the Company arising under the principles of transferee or successor liability or by contract, relating
to an event or transaction occurring before the Closing Date. In each of the above cases, together with any out-of-pocket fees and expenses
(including attorneys’ and accountants’ fees) incurred in connection therewith, Seller shall reimburse Buyer for any Taxes
of the Company that are the responsibility of Seller pursuant to this Section 6.03 within ten Business Days after payment of such Taxes
by Buyer or the Company. In the event Buyer or a Buyer Indemnitee elects to defend itself or dispute one or more Losses before a taxing
authority with respect to one or more Losses covered by this Section 6.03 (and the corresponding referenced Sections herein), Seller
shall remit payment of $100,000 into Buyer’s escrow account to be held in trust as a retainer payment for Buyer’s legal and
accounting fees for such defense within ten (10) days of receiving written notice of the same. This amount only represents an initial
retainer for such fees and does not represent the total possible amount of fees due and owing to Buyer by Seller in defending or disputing
one or more Losses.


 


Section
6.04 Straddle Period. In the case of Taxes that are payable with respect to a taxable period that begins before and ends after the
Closing Date (each such period, a “Straddle Period”), the portion of any such Taxes that are treated as Pre-Closing
Taxes for purposes of this Agreement shall be:


 


(a)
in the case of Taxes (i) based upon, or related to, income, receipts, profits, wages, capital or net worth, (ii) imposed in connection
with the sale, transfer or assignment of property, or (iii) required to be withheld, deemed equal to the amount which would be payable
if the taxable year ended with the Closing Date; and


 


(b)
in the case of other Taxes, deemed to be the amount of such Taxes for the entire period multiplied by a fraction the numerator of which
is the number of days in the period ending on the Closing Date and the denominator of which is the number of days in the entire period.


 


Section
6.05 Section 338(h)(10) Election.


 


(a)
Election. At Buyer’s option, the Company and Seller shall join with Buyer in making a timely election under Section 338(h)(10)
of the Code (and any corresponding election under state, local, and foreign Law) with respect to the purchase and sale of the Shares
of the Company hereunder (collectively, a “Section 338(h)(10) Election”). Seller shall pay any Tax attributable to
the making of the Section 338(h)(10) Election and Seller shall indemnify Buyer and the Company against any adverse consequences arising
out of any failure to pay any such Taxes.


 


(b)
Allocation of Purchase Price. If a Section 338(h)(10) Election is made, Seller and Buyer agree that the Purchase Price and the
Liabilities of the Company (plus other relevant items) shall be allocated among the assets of the Company for all purposes (including
Tax and financial accounting) as shown on the allocation schedule (the “Allocation Schedule”). A draft of the Allocation
Schedule shall be prepared by Buyer in its sole and absolute discretion.


 


Section
6.06 Contests. Buyer agrees to give written notice to Seller of the receipt of any written notice by the Company, Buyer or any of
Buyer’s Affiliates which involves the assertion of any claim, or the commencement of any Action, in respect of which an indemnity
may be sought by Buyer pursuant to this ARTICLE VI (a “Tax Claim”); provided, that failure to comply with this
provision shall not affect Buyer’s right to indemnification hereunder. Buyer shall control the contest or resolution of any Tax
Claim; provided, however, that Buyer shall obtain the prior written consent of Seller (which consent shall not be unreasonably
withheld, conditioned or delayed) before entering into any settlement of a claim or ceasing to defend such claim; and, provided further,
that Seller shall be entitled to participate in the defense of such claim and to employ counsel of its choice for such purpose, the fees
and expenses of which separate counsel shall be borne solely by Seller.


 




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Section
6.07 Cooperation and Exchange of Information. Seller and Buyer shall provide each other with such cooperation and information as
either of them reasonably may request of the other in filing any Tax Return pursuant to this ARTICLE VI or in connection with any audit
or other proceeding in respect of Taxes of the Company. Such cooperation and information shall include providing copies of relevant Tax
Returns or portions thereof, together with accompanying schedules, related work papers and documents relating to rulings or other determinations
by tax authorities. Each of Seller and Buyer shall retain all Tax Returns, schedules and work papers, records and other documents in
its possession relating to Tax matters of the Company for any taxable period beginning before the Closing Date until the expiration of
the statute of limitations of the taxable periods to which such Tax Returns and other documents relate, without regard to extensions
except to the extent notified by the other party in writing of such extensions for the respective Tax periods. Prior to transferring,
destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters
of the Company for any taxable period beginning before the Closing Date, Seller or Buyer (as the case may be) shall provide the other
party with reasonable written notice and offer the other party the opportunity to take custody of such materials.


 


Section
6.08 Tax Treatment of Indemnification Payments. Any indemnification payments pursuant to this ARTICLE VI shall be treated as an adjustment
to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.


 


Section
6.09 Intentionally Omitted.


 


Section
6.10 Survival. Notwithstanding anything in this Agreement to the contrary, the provisions of Section 3.22 and this ARTICLE VI shall
survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof)
plus 60 days.


 


Section
6.11 Overlap. To the extent that any obligation or responsibility pursuant to ARTICLE VIII may overlap with an obligation or responsibility
pursuant to this ARTICLE VI, the provisions of this ARTICLE VI shall govern.


 


ARTICLE
VII

Conditions to closing


 


Section
7.01 Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this
Agreement shall be subject to the fulfillment, at or prior to the Closing, of each of the following conditions:


 


(a)
All Exhibits and Ancillary Documents necessary or desirable to effectuate the transactions contemplated herein are in a final form agreed
to by all Parties hereto, including without limitation the Stock Repurchase Agreement referenced in Section 2.07.


 


(b)
No Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and
has the effect of making the transactions contemplated by this Agreement impractical, untenable, unduly burdensome to the Buyer, illegal,
otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be
rescinded following completion thereof, including without limitation, an unfavorable Governmental Order against the Company or other
Governmental Authority which adversely affect the Buyer’s ability to consummate the transactions contemplated hereunder.


 




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(c)
Seller shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in Section
3.05 and Buyer shall have received all consents, authorizations, orders and approvals from the Governmental Authorities referred to in
Section 4.02, in each case, in form and substance reasonably satisfactory to Buyer and Seller, and no such consent, authorization, order
and approval shall have been revoked.


 


Section
7.02 Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall
be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:


 


(a)
Other than the representations and warranties of Seller contained in Section 3.01, Section 3.02, Section 3.03, Section 3.06 and Section
3.24, the representations and warranties of Seller contained in this Agreement, the Ancillary Documents and any certificate or other
writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified
by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by
materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though
made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy
of which shall be determined as of that specified date in all respects). The representations and warranties of Seller contained Section
3.01, Section 3.02, Section 3.03, Section 3.06 and Section 3.24, shall be true and correct in all respects on and as of the date hereof
and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties
that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects).


 


(b)
Seller shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this
Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that,
with respect to agreements, covenants and conditions that are qualified by materiality, Seller shall have performed such agreements,
covenants and conditions, as so qualified, in all respects.


 


(c)
No Action shall have been commenced against Buyer, Seller or the Company, which would prevent the Closing. No injunction or restraining
order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits any transaction contemplated
hereby.


 


(d)
All approvals, consents and waivers that are listed on Section 3.05 of the Disclosure Schedules shall have been received and executed
counterparts thereof shall have been delivered to Buyer at or prior to the Closing.


 


(e)
From the date of this Agreement, there shall not have occurred any Material Adverse Effect, nor shall any event or events have occurred
that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse
Effect.


 


(f)
The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have
been delivered to Buyer.


 




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(g)
Buyer shall have received resignations of the directors and officers of the Company pursuant to Section 5.05.


 


(h)
At least two Business Days before Closing, Seller shall have delivered to Buyer the Closing Indebtedness Certificate and the Closing
Transaction Expenses Certificate.


 


(i)
Intentionally omitted.


 


(j)
Seller shall have delivered to Buyer a good standing certificate (or its equivalent) for the Company from the secretary of state or similar
Governmental Authority of the jurisdiction under the Laws in which the Company is organized and for each jurisdiction in which the company
does business.


 


(k)
Seller shall have delivered, or caused to be delivered, to Buyer stock certificates evidencing the Shares, free and clear of Encumbrances,
duly endorsed in blank or accompanied by stock powers or other instruments of transfer duly executed in blank and with all required stock
transfer tax stamps affixed.


 


(l)
Buyer shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Seller, that each of the conditions
set forth in Section 7.02(a) and Section 7.02(b) have been satisfied.


 


(m)
Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying that
attached thereto are true and complete copies of all resolutions adopted by the board of directors of Seller authorizing the execution,
delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and
thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions
contemplated hereby and thereby.


 


(n)
Buyer shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Seller certifying the names
and signatures of the officers of Seller authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered
hereunder and thereunder.


 


(o)
Seller shall have delivered to Buyer such other documents or instruments as Buyer reasonably requests and are reasonably necessary to
consummate the transactions contemplated by this Agreement.


 


(p)
All releases, approvals, consents and waivers pertaining to Company debt that is not being assumed by the Buyer or the Company following
Closing are obtained to the satisfaction of the Buyer. Seller hereby agree to use their best efforts to assist Buyer in obtaining such
releases, approvals, consents and waivers.


 


(q)
Intentionally Omitted.


 




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Section
7.03 Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement
shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions:


 


(a)
Other than the representations and warranties of Buyer contained in Section 4.01 and Section 4.04, the representations and warranties
of Buyer contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be
true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect)
or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on
and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those
representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that
specified date in all respects). The representations and warranties of Buyer contained in Section 4.01 and Section 4.04 shall be true
and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and
as of such date.


 


(b)
Buyer shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this
Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that,
with respect to agreements, covenants and conditions that are qualified by materiality, Buyer shall have performed such agreements, covenants
and conditions, as so qualified, in all respects.


 


(c)
No injunction or restraining order shall have been issued by any Governmental Authority, and be in effect, which restrains or prohibits
any material transaction contemplated hereby.


 


(d)
All approvals, consents and waivers that are listed on Section 4.02 of the Disclosure Schedules shall have been received, and executed
counterparts thereof shall have been delivered to Seller at or prior to the Closing.


 


(e)
The Ancillary Documents shall have been executed and delivered by the parties thereto and true and complete copies thereof shall have
been delivered to Seller.


 


(f)
Seller shall have received a certificate, dated the Closing Date and signed by a duly authorized officer of Buyer, that each of the conditions
set forth in Section 7.03(a) and Section 7.03(b) have been satisfied.


 


(g)
Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying that
attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution,
delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and
thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions
contemplated hereby and thereby.


 


(h)
Seller shall have received a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Buyer certifying the names
and signatures of the officers of Buyer authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered
hereunder and thereunder.


 


(i)
Buyer shall have delivered to Seller such other documents or instruments as Seller reasonably requests and are reasonably necessary to
consummate the transactions contemplated by this Agreement.


 




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ARTICLE
VIII

Indemnification


 


Section
8.01 Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein
(other than any representations or warranties contained in Section 3.22 which are subject to ARTICLE VI) shall survive the Closing and
shall remain in full force and effect until the date that is five (5) years from the Closing Date; provided, that the representations
and warranties Section 3.01, Section 3.02, Section 3.03, Section 3.06 and Section 3.24, Section 4.01 and Section 4.04 shall survive indefinitely.
All covenants and agreements of the parties contained herein (other than any covenants or agreements contained in ARTICLE VI which are
subject to ARTICLE VI) shall survive the Closing indefinitely or for the period explicitly specified therein. Notwithstanding the foregoing,
any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching
party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration
of the relevant representation or warranty and such claims shall survive until finally resolved.


 


Section
8.02 Indemnification By Seller. Subject to the other terms and conditions of ARTICLE VIII, each of Seller (and its Affiliates jointly
and severally) shall indemnify and defend each of Buyer and its Affiliates (including the Company) and their respective Representatives
(collectively, the “Buyer Indemnitees”) against, and shall hold each of them harmless from and against, and shall
pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnitees based upon, arising
out of, with respect to or by reason of:


 


(a)
any inaccuracy in or breach of any of the representations or warranties of Seller contained in this Agreement or in any certificate or
instrument delivered by or on behalf of Seller pursuant to this Agreement (other than in respect of Section 3.22, it being understood
that the sole remedy for any such inaccuracy in or breach thereof shall be pursuant to ARTICLE VI), as of the date such representation
or warranty was made or as if such representation or warranty was made on and as of the Closing Date (except for representations and
warranties that expressly relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such
specified date);


 


(b)
any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement (other than
any breach or violation of, or failure to fully perform, any covenant, agreement, undertaking or obligation in ARTICLE VI, it being understood
that the sole remedy for any such breach, violation or failure shall be pursuant to ARTICLE VI);


 


(c)
any Transaction Expenses or Indebtedness of the Company outstanding as of the Closing to the extent not deducted from the Purchase Price
in the determination of the Closing Date Payment;;


 


(d)
any undisclosed Liability or debt of the Company or one of its officers; or


 


(e)
any Loss due to Company’s failure to maintain proper books and records with respect to the Company minutes and records of board
of director and/or shareholder consents that may have been required to perform certain actions of the Company.


 




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Section
8.03 Indemnification By Buyer. Subject to the other terms and conditions of this ARTICLE VIII, Buyer shall indemnify and defend each
of Seller and its Affiliates and in the case of (c) below, , and their respective Representatives (collectively, the “Seller
Indemnitees”) against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for,
any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnitees based upon, arising out of, with respect to or by
reason of:


 


(a)
any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement or in any certificate or
instrument delivered by or on behalf of Buyer pursuant to this Agreement, as of the date such representation or warranty was made or
as if such representation or warranty was made on and as of the Closing Date (except for representations and warranties that expressly
relate to a specified date, the inaccuracy in or breach of which will be determined with reference to such specified date); or


 


(b)
any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement (other than
ARTICLE VI, it being understood that the sole remedy for any such breach thereof shall be pursuant to ARTICLE VI).


 


Section
8.04 Intentionally Omitted.


 


Section
8.05 Indemnification Procedures. The party making a claim under this ARTICLE VIII is referred to as the “Indemnified Party”,
and the party against whom such claims are asserted under this ARTICLE VIII is referred to as the “Indemnifying Party”.


 


(a)
Third Party Claims. If any Indemnified Party receives notice of the assertion or commencement of any Action made or brought by
any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a
“Third Party Claim”) against such Indemnified Party with respect to which the Indemnifying Party is obligated to provide
indemnification under this Agreement, the Indemnified Party shall give the Indemnifying Party reasonably prompt written notice thereof,
but in any event not later than 30 calendar days after receipt of such notice of such Third Party Claim. The failure to give such prompt
written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that
the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the
Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated
amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall
have the right to participate in, or by giving written notice to the Indemnified Party, to assume the defense of any Third Party Claim
at the Indemnifying Party’s expense and by the Indemnifying Party’s own counsel, and the Indemnified Party shall cooperate
in good faith in such defense; provided, that if the Indemnifying Party is Seller, such Indemnifying Party shall not have the
right to defend or direct the defense of any such Third Party Claim that (x) is asserted directly by or on behalf of a Person that is
a supplier or customer of the Company, or (y) seeks an injunction or other equitable relief against the Indemnified Party. In the event
that the Indemnifying Party assumes the defense of any Third Party Claim, subject to Section 8.05(b), it shall have the right to take
such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in
the name and on behalf of the Indemnified Party. The Indemnified Party shall have the right to participate in the defense of any Third
Party Claim with counsel selected by it subject to the Indemnifying Party’s right to control the defense thereof. The fees and
disbursements of such counsel shall be at the expense of the Indemnified Party, provided, that if in the reasonable opinion of
counsel to the Indemnified Party, (A) there are legal defenses available to an Indemnified Party that are different from or additional
to those available to the Indemnifying Party; or (B) there exists a conflict of interest between the Indemnifying Party and the Indemnified
Party that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of counsel to the Indemnified
Party in each jurisdiction for which the Indemnified Party determines counsel is required. If the Indemnifying Party elects not to compromise
or defend such Third Party Claim, fails to promptly notify the Indemnified Party in writing of its election to defend as provided in
this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Party may, subject to Section
8.05(b), pay, compromise, defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating
to such Third Party Claim. Seller and Buyer shall cooperate with each other in all reasonable respects in connection with the defense
of any Third Party Claim, including making available (subject to the provisions of Section 5.06) records relating to such Third Party
Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management
employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.


 




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(b)
Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Party shall not enter
into settlement of any Third Party Claim without the prior written consent of the Indemnified Party, except as provided in this Section
8.05(b). If a firm offer is made to settle a Third Party Claim without leading to liability or the creation of a financial or other obligation
on the part of the Indemnified Party and provides, in customary form, for the unconditional release of each Indemnified Party from all
liabilities and obligations in connection with such Third Party Claim and the Indemnifying Party desires to accept and agree to such
offer, the Indemnifying Party shall give written notice to that effect to the Indemnified Party. If the Indemnified Party fails to consent
to such firm offer within ten days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Third
Party Claim and in such event, the maximum liability of the Indemnifying Party as to such Third Party Claim shall not exceed the amount
of such settlement offer. If the Indemnified Party fails to consent to such firm offer and also fails to assume defense of such Third
Party Claim, the Indemnifying Party may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third
Party Claim. If the Indemnified Party has assumed the defense pursuant to Section 8.05(a), it shall not agree to any settlement without
the written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed).


 


(c)
Direct Claims. Any Action by an Indemnified Party on account of a Loss which does not result from a Third Party Claim (a “Direct
Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof,
but in any event not later than 30 days after the Indemnified Party becomes aware of such Direct Claim. The failure to give such prompt
written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that
the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the
Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount,
if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Party. The Indemnifying Party shall have
30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Party shall allow the Indemnifying
Party and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and
to what extent any amount is payable in respect of the Direct Claim and the Indemnified Party shall assist the Indemnifying Party’s
investigation by giving such information and assistance (including access to the Company’s premises and personnel and the right
to examine and copy any accounts, documents or records) as the Indemnifying Party or any of its professional advisors may reasonably
request. If the Indemnifying Party does not so respond within such 30 day period, the Indemnifying Party shall be deemed to have rejected
such claim, in which case the Indemnified Party shall be free to pursue such remedies as may be available to the Indemnified Party on
the terms and subject to the provisions of this Agreement.


 




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(d)
Tax Claims. Notwithstanding any other provision of this Agreement, the control of any claim, assertion, event or proceeding in
respect of Taxes of the Company (including, but not limited to, any such claim in respect of a breach of the representations and warranties
in Section 3.22 hereof or any breach or violation of or failure to fully perform any covenant, agreement, undertaking or obligation in
ARTICLE VI) shall be governed exclusively by ARTICLE VI hereof.


 


Section
8.06 Payments.


 


(a)
Once a Loss is agreed to by the Indemnifying Party or finally adjudicated to be payable pursuant to this ARTICLE VIII, the Indemnifying
Party shall satisfy its obligations within 20 Business Days of such final, non-appealable adjudication by wire transfer of immediately
available funds. The parties hereto agree that should an Indemnifying Party not make full payment of any such obligations within such
20 Business Day period, any amount payable shall accrue interest from and including the date of agreement of the Indemnifying Party or
final, non-appealable adjudication to but excluding the date such payment has been made at a rate per annum equal ten percent (10%).
Such interest shall be calculated daily on the basis of a 365 day year and the actual number of days elapsed, without compounding.


 


Section
8.07 Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties
as an adjustment to the Purchase Price for Tax purposes, unless otherwise required by Law.


 


Section
8.08 Effect of Investigation. The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s
right to indemnification with respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf
of the Indemnified Party (including by any of its Representatives) or by reason of the fact that the Indemnified Party or any of its
Representatives knew or should have known that any such representation or warranty is, was or might be inaccurate or by reason of the
Indemnified Party’s waiver of any condition set forth in Section 7.02 or Section 7.03, as the case may be.


 


Section
8.09 Exclusive Remedies. Subject to Section 5.07 and Section 10.11, the parties acknowledge and agree that their sole and exclusive
remedy with respect to any and all claims (other than claims arising from fraud, criminal activity or willful misconduct on the part
of a party hereto in connection with the transactions contemplated by this Agreement) for any breach of any representation, warranty,
covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement, shall be pursuant to
the indemnification provisions set forth in ARTICLE VI and this ARTICLE VIII. In furtherance of the foregoing, each party hereby waives,
to the fullest extent permitted under Law, any and all rights, claims and causes of action for any breach of any representation, warranty,
covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement it may have against
the other parties hereto and their Affiliates and each of their respective Representatives arising under or based upon any Law, except
pursuant to the indemnification provisions set forth in ARTICLE VI and this ARTICLE VIII. Nothing in this Section 8.09 shall limit any
Person’s right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of
any party’s fraudulent, criminal or intentional misconduct.


 




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ARTICLE
IX

Termination


 


Section
9.01 Termination. This Agreement may be terminated at any time prior to the Closing:


 


(a)
by the mutual written consent of Seller and Buyer;


 


(b)
by Buyer by written notice to Seller; or


 


(c)
by Buyer, in its sole discretion, in the event that (i) there shall be any Law that makes consummation of the transactions contemplated
by this Agreement illegal or otherwise prohibited or (ii) any Governmental Authority shall have issued a Governmental Order restraining
or enjoining the transactions contemplated by this Agreement.


 


Section
9.02 Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall
forthwith become void and there shall be no liability on the part of any party hereto except:


 


(a)
as set forth in this ARTICLE IX and Section 5.06 and ARTICLE X hereof; and


 


(b)
that nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.


 


ARTICLE
X

Miscellaneous


 


Section
10.01 Expenses. Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements
of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall
be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred; provided, however, Seller
shall reimburse Buyer for all such fees up to a maximum limit of $50,000 unless Closing does not occur by reason of Buyer terminating
this Agreement, in which case each party shall be solely responsible for its own such costs and expenses.


 




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Section
10.02 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and
shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee
if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document
(with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after
normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt
requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address
for a party as shall be specified in a notice given in accordance with this Section 10.02):


 


	If
    to Buyer:	SurgePays,
    Inc

     

    E-mail:

     

    Attention:
    Brian Cox, CEO

	 	 
	with
    a copy to:	 

     

    E-mail:

     

    Attention:
    David C. Ansani

	 	 
	If
    to Seller:	Torch
    Wireless_________________________

     

    E-mail:
    __________________

     

    Attention:
    Jorge E. Perea, CEO_________________

	 	 
	with
    a copy to:	____________________________

     

    E-mail:
    _____________________

     

    Attention:
    _Anatoly Budnik__________________



 


Section
10.03 Interpretation. For purposes of this Agreement, (a) the words “include,” “includes” and “including”
shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c)
the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to
this Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Articles, Sections, Disclosure Schedules
and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (y) to an agreement,
instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time
to the extent permitted by the provisions thereof and (z) to a statute means such statute as amended from time to time and includes any
successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption
or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The
Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same
extent as if they were set forth verbatim herein.


 


Section
10.04 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.


 


Section
10.05 Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity,
illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such
term or provision in any other jurisdiction. Except as provided in Section 5.07(e), upon such determination that any term or other provision
is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated
as originally contemplated to the greatest extent possible.


 


Section
10.06 Entire Agreement. This Agreement and the Ancillary Documents constitute the sole and entire agreement of the parties to this
Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous understandings
and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements
in the body of this Agreement and those in the Ancillary Documents, the Exhibits and Disclosure Schedules (other than an exception expressly
set forth as such in the Disclosure Schedules), the statements in the body of this Agreement will control.


 




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Section
10.07 Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent
of the other party, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that prior to
the Closing Date, Buyer may, without the prior written consent of Seller, assign all or any portion of its rights under this Agreement
to one or more of its direct or indirect wholly-owned subsidiaries. No assignment shall relieve the assigning party of any of its obligations
hereunder.


 


Section
10.08 No Third-party Beneficiaries. Except as provided in Section 6.03 and ARTICLE VIII, this Agreement is for the sole benefit of
the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall
confer upon any other Person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of
this Agreement.


 


Section
10.09 Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing
signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in
writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure,
breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring
before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this
Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.


 


Section
10.10 Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.


 


(a)
This Agreement shall be governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect
to any choice or conflict of law provision or rule (whether of the State of Tennessee a or any other jurisdiction).


 


(b)
ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF TENNESSEE IN
EACH CASE LOCATED IN THE CITY OF MEMPHIS AND COUNTY OF SHELBY, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH
COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS
SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES
IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY
WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT
IN AN INCONVENIENT FORUM.


 




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(c)
EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE ANCILLARY DOCUMENTS IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE ANCILLARY DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY
HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL
ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY
HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10(c).


 


Section
10.11 Specific Performance. The parties agree that irreparable damage would occur if any provision of this Agreement were not performed
in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to
any other remedy to which they are entitled at law or in equity.


 


Section
10.12 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together
shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic
transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.


 


[Signature
page to follow.]


 




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IN
WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the date first stated above.


 


	 	COMPANY:
	 	 	 
	 	Torch Wireless
	 	 	 
	 	By:	/s/ Jorge Perea
	 	Name:
    	Jorge
    E. Perea
	 	Title:	President
	 	 	 
	 	SELLER:
	 	 	 
	 	By:	/s/ Anatoliy Budnik
	 	Name:	Anatoliy Budnik
	 	 	 
	 	By:	/s/ Jorge Perea
	 	Name:	Jorge E. Perea
	 	 	 
	 	BUYER:
	 	 	 
	 	SurgePays, Inc.
	 	 	 
	 	By:	/s/ Brian Cox
	 	Name:	K. Brian Cox
	 	Title:	CEO





 




    	47



    	 



    

 





EXHIBIT
A


 


[Stock
Repurchase Agreement]


 




    	48



    	 



    

 





DISCLOSURE
SCHEDULE


 


This
Disclosure Schedule (the “Disclosure Schedule”) is made and given pursuant to the Stock Purchase Agreement (the “Agreement”),
dated as of April 6, 2022, entered into between SurgePays, Inc., a Nevada corporation (“Buyer”) and Torch
Wireless, a Wyoming corporation (“Torch” or “Company”), Jorge E. Perea (“Perea”)
and Anatoliy Budnik (“Budnik,” individually and collectively Perea and Budnik are hereby referred to as “Seller”).
All capitalized terms used but not defined herein shall have the meanings as defined in the Agreement, unless otherwise provided. The
section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided, however, that
any information disclosed herein under any section number shall be deemed to be disclosed and incorporated into any other section number
under the Agreement where such disclosure would be appropriate and such appropriateness is reasonably apparent from the face of such
disclosure. Nothing in this Disclosure Schedule is intended to broaden the scope of any representation or warranty contained in the Agreement
or to create any covenant.


 


	Section	 	Disclosure
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 




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