Exhibit 10.1


Intellagents,
LLC

ASSET PURCHASE AGREEMENT


This Asset Purchase Agreement
(this "Agreement"), dated as of February 23, 2022, is entered into between Intellagents, LLC, a Delaware limited liability
company ("Seller") and LZG International Inc., a Florida corporation ("Buyer").


Recitals


WHEREAS, Seller is engaged
in the business of creating, orchestrating and selling software as a service and software as a business within the larger insurance ecosystem
services market (the "Business");


WHEREAS, Seller wishes to
sell and assign to Buyer, and Buyer wishes to purchase and assume from Seller, substantially all the assets, and certain specified liabilities,
of the Business, 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:


"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 or indirectly, of the power to direct or cause the direction of the management and
policies of a Person, whether through the ownership of voting securities, by contract or otherwise.


"Ancillary Documents"
means the Bill of Sale, the Assignment and Assumption Agreement, the Intellectual Property Assignment, the Employment Agreements and the
other agreements, instruments and documents required to be delivered at the Closing.


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


"Business 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) in the conduct
of the Business.


"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 Working
Capital" means: (a) Current Assets, less (b) Current Liabilities, determined as of the open of business on the Closing Date.


"Code"
means the Internal Revenue Code of 1986, as amended.


“Common Stock”
means the authorized common stock of the Buyer.


"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 the current assets of the Business included in the line items set forth on Section 2.07(a) of the Disclosure Schedules and only
to the extent acquired pursuant to the terms of this Agreement.


"Current Liabilities"
means the current liabilities of the Business included in the line items set forth on Section 2.07(a) of the Disclosure Schedules and
only to the extent assumed pursuant to the terms of this Agreement.


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


“Employment
Agreements” means the employment agreements between each of Eric Hall, Mark Stender, and Michael Cocca and the Buyer.


"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
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.


"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 Seller or any of its Affiliates as a "single
employer" within the meaning of Section 414 of the Code or Section 4001 of ERISA.


"Estimated LZGI
Stock Price” means $1.00 per share, the valuation of the Common Stock used to calculate the stock portion of the Purchase Price.


“Final LZGI
Stock Price” means the per share valuation calculated pursuant to this Agreement.


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


"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.


"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.


"HSR Act"
means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.


"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) 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");
(g) 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 ("Software"); (h) rights
of publicity; and (i) all other intellectual or industrial property and proprietary rights.


"Intellectual
Property 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 any Intellectual Property that is
used or held for use in the conduct of the Business as currently conducted or proposed to be conducted to which Seller is a party, beneficiary
or otherwise bound.


"Intellectual
Property Assets" means all Intellectual Property that is owned by Seller and used or held for use in the conduct of the Business
as currently conducted or proposed to be conducted, together with all (i) royalties, fees, income, payments, and other proceeds now or
hereafter due or payable to Seller with respect to such Intellectual Property; and (ii) claims and causes of action with respect to such
Intellectual Property, whether accruing before, on, or after the date hereof, including all rights to and claims for damages, restitution,
and injunctive and other legal or equitable relief for past, present, or future infringement, misappropriation, or other violation thereof.


"Intellectual
Property Registrations" means all Intellectual Property Assets that are 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.


"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, 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"
means 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.


"Licensed Intellectual
Property" means all Intellectual Property in which Seller holds any rights or interests granted by other Persons, including any
of Seller's Affiliates, that is used or held for use in the conduct of the Business as currently conducted or proposed to be conducted.


"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
Business, (b) the value of the Purchased Assets, or (c) the ability of Seller to consummate the transactions contemplated hereby on a
timely basis; provided, however, that "Material Adverse Effect" shall not include any event, occurrence, fact, condition
or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally
affecting the industries in which the Business operates; (iii) any changes in financial or securities markets in general; (iv) acts of
war (whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (v) any action required or permitted
by this Agreement, except pursuant to Section 4.03 and Section 6.08; (vi) any changes in applicable Laws or accounting rules, including
GAAP; or (vii) the public announcement, pendency or completion of the transactions contemplated by this Agreement; provided further,
however, that any event, occurrence, fact, condition or change referred to in clauses (i) through (iv) immediately above shall be
taken into account in determining whether a Material Adverse Effect has occurred or could reasonably be expected to occur to the extent
that such event, occurrence, fact, condition or change has a disproportionate effect on the Business compared to other participants in
the industries in which the Business operates (in which case, only the incremental disproportionate adverse effect may be taken into account
in determining whether a Material Adverse Effect has occurred).


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


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


"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.


"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.


"Real Property"
means, collectively, the Owned Real Property and the Leased Real Property.


"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.


"Restricted Business"
means any Person currently engaged in the Business.


"Target Working
Capital" means $15,000.


"Taxes"
means all federal, state, local, foreign and other income, gross receipts, sales, use, production, ad valorem, transfer, documentary,
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.


"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 state in which the Buyer currently operates or will operate after the Closing.


"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 of Assets. Subject to the terms and
conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase
from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in, to and
under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including
goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used
or held for use in connection with, the Business (collectively, the "Purchased Assets"), including, without limitation,
the following:


(a)           
all accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to any of the foregoing
("Accounts Receivable");


(b)          
all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories ("Inventory");


(c)           
all Contracts, including Intellectual Property Agreements, set forth on Section 2.01(c) of the Disclosure Schedules (the "Assigned
Contracts");


(d)          
all Intellectual Property Assets;


(e)           
all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible
personal property to the extent the same is in the name of or titled to the Seller (the "Tangible Personal Property");


(f)           
all Owned Real Property and Leased Real Property;


(g)          
all Permits, including Environmental Permits, which are held by Seller and required for the conduct of the Business as currently
conducted or for the ownership and use of the Purchased Assets;


(h)          
all rights to any Actions of any nature available to or being pursued by Seller to the extent related to the Business, the Purchased
Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise;


(i)            
all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment,
deposits, charges, sums and fees (including any such item relating to the payment of Taxes);


(j)            
all of Seller's rights under warranties, indemnities and all similar rights against third parties to the extent related to any
Purchased Assets and are transferable;


(k)          
all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed
Liabilities;


(l)            
originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers and
general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price
lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files,
research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records
(including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal
financial statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets
and the Intellectual Property Agreements ("Books and Records"); and


(m)         
all goodwill and the going concern value of the Business.


Section
2.02      Excluded Assets. Notwithstanding the foregoing, the
Purchased Assets shall not include the following assets (collectively, the "Excluded Assets"):


(a)           
Contracts, including Intellectual Property Agreements, that are not Assigned Contracts (the "Excluded Contracts");


(b)          
the corporate seals, organizational documents, minute books, stock books, Tax Returns, books of account or other records having
to do with the corporate organization of Seller;


(c)           
all Benefit Plans and assets attributable thereto;


(d)          
the assets, properties and rights specifically set forth on Section 2.02(d) of the Disclosure Schedules; and


(e)           
the rights which accrue or will accrue to Seller under this Agreement and the Ancillary Documents.


Section
2.03      Assumed Liabilities. Subject to the terms and conditions
set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the
"Assumed Liabilities"), and no other Liabilities:


(a)           
all trade accounts payable of Seller to third parties in connection with the Business that remain unpaid and are not delinquent
as of the Closing Date and that either are reflected on the Interim Balance Sheet Date or arose in the ordinary course of business consistent
with past practice since the Interim Balance Sheet Date; and


(b)          
all Liabilities in respect of the Assigned Contracts but only to the extent that such Liabilities thereunder are required to be
performed after the Closing Date, were incurred in the ordinary course of business and do not relate to any failure to perform, improper
performance, warranty or other breach, default or violation by Seller on or prior to the Closing.


Section
2.04      Excluded Liabilities. Notwithstanding the provisions
of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay,
perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities
(the "Excluded Liabilities"). Seller shall, and shall cause each of its Affiliates to, pay and satisfy in due course
all Excluded Liabilities which they are obligated to pay and satisfy. Without limiting the generality of the foregoing, the Excluded Liabilities
shall include, but not be limited to, the following:


(a)           
any Liabilities of Seller arising or incurred in connection with the negotiation, preparation, investigation and performance of
this Agreement, the Ancillary Documents and the transactions contemplated hereby and thereby, including, without limitation, fees and
expenses of counsel, accountants, consultants, advisers and others;


(b)          
any Liability for (i) Taxes of Seller (or any stockholder or Affiliate of Seller) or relating to the Business, the Purchased Assets
or the Assumed Liabilities for any Pre-Closing Tax Period; (ii) Taxes that arise out of the consummation of the transactions contemplated
hereby or that are the responsibility of Seller; or (iii) other Taxes of Seller (or any stockholder or Affiliate of Seller) of any kind
or description (including any Liability for Taxes of Seller (or any stockholder or Affiliate of Seller) that becomes a Liability of Buyer
under any common law doctrine of de facto merger or transferee or successor liability or otherwise by operation of contract or Law);


(c)           
any Liabilities relating to or arising out of the Excluded Assets;


(d)          
any Liabilities in respect of any pending or threatened Action arising out of, relating to or otherwise in respect of the operation
of the Business or the Purchased Assets to the extent such Action relates to such operation on or prior to the Closing Date;


(e)           
any Liabilities of Seller arising under or in connection with any Benefit Plan providing benefits to any present or former employee
of Seller;


(f)           
any Liabilities of Seller for any present or former employees, officers, directors, retirees, independent contractors or consultants
of Seller, including, without limitation, any Liabilities associated with any claims for wages or other benefits, bonuses, accrued vacation,
workers' compensation, severance, retention, termination or other payments;


(g)          
any Environmental Claims, or Liabilities under Environmental Laws, to the extent arising out of or relating to facts, circumstances
or conditions existing on or prior to the Closing or otherwise to the extent arising out of any actions or omissions of Seller;


(h)          
any trade accounts payable of Seller (i) to the extent not accounted for on the Interim Balance Sheet; (ii) which constitute intercompany
payables owing to Affiliates of Seller; (iii) which constitute debt, loans or credit facilities to financial institutions; or (iv) which
did not arise in the ordinary course of business;


(i)            
any Liabilities of the Business relating or arising from unfulfilled commitments, quotations, purchase orders, customer orders
or work orders that (i) do not constitute part of the Purchased Assets issued by the Business' customers to Seller on or before the Closing;
(ii) did not arise in the ordinary course of business; or (iii) are not validly and effectively assigned to Buyer pursuant to this Agreement;


(j)            
any Liabilities to indemnify, reimburse or advance amounts to any present or former officer, director, employee or agent of Seller
(including with respect to any breach of fiduciary obligations by same), except for indemnification of same pursuant to Section 8.03 as
Seller Indemnitees;


(k)          
any Liabilities under the Excluded Contracts or any other Contracts, including Intellectual Property Agreements, (i) which are
not validly and effectively assigned to Buyer pursuant to this Agreement; (ii) which do not conform to the representations and warranties
with respect thereto contained in this Agreement; or (iii) to the extent such Liabilities arise out of or relate to a breach by Seller
of such Contracts prior to Closing;


(l)            
any Liabilities associated with debt, loans or credit facilities of Seller and/or the Business owing to financial institutions;
and


(m)         
any Liabilities arising out of, in respect of or in connection with the failure by Seller or any of its Affiliates to comply with
any Law or Governmental Order.


Section 2.05     
Purchase Price.
The aggregate purchase price for the Purchased Assets shall be three million dollars ($3,000,000.00), subject to adjustment pursuant to
Section 2.07 and 2.07 hereof (the "Purchase Price"), plus the assumption of the Assumed Liabilities. The Purchase Price
shall be paid by Buyer to Seller as follows: (a) two hundred thousand dollars ($200,000.00) shall be paid in cash (the “Cash
Purchase Price”) and (b) two million eight hundred thousand dollars ($2,800,000) shall be paid by the delivery of share certificates
reflecting the number of Common Stock equal to $2,800,000 divided by the Estimated LZGI Stock Price (the “Stock Certificates”).


Section
2.06      Stock Trading Range Adjustment.


(a)           
The Final LZGI Stock Price shall be calculated as the arithmetic average trading price of the Common Stock in reported trades on
each of the ten (10) trading days on or before the 90th calendar
day after the Closing Date, where the trading price of Common Stock shall be calculated as the mean of the lowest and highest reported
prices for such day; provided, however, that if there are no reported trades for a given day, that day shall not be included and the number
of days in the calculation shall be reduced by one.


(b)          
If the Final LZGI Stock Price equals the Estimated LZGI Stock Price, there shall be no adjustment to the Purchase Price. If the
Final LZGI Stock Price is less than the Estimated LZGI Stock Price, then the number of Common Stock constituting the share portion of
the Purchase Price shall equal to $2,800,000 divided by the Final LZGI Stock Price, and the number of Stock Certificates shall be increased
for distribution to the Seller without the effect of adjusting the Purchase Price, effective as of the Closing Date.


(c)           
All Stock Certificates shall bear the following or similar legend:


“THE
ISSUANCE AND SALE OF SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITES ACT OF 1933, AS AMENDED, NOR
APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED, OR ASSIGNED (I) IN THE ABSENCE OF (A)
AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (REASONABLY
ACCEPTABLE TO THE COMPANY), THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLES SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER
SAID ACT.”


(d)          
Pursuant to Rule 144 of the federal securities laws, before the Seller may sell any restricted securities in the marketplace or
distribute such securities to shareholders for sale in the marketplace, the Seller and/or the shareholders of the Seller, as applicable,
must hold them for at least six (6) months beginning on the date when the securities were purchased and fully paid for.


Section
2.07      Purchase Price. 


(a)           
Post-Closing Adjustment. Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller (A) a
statement setting forth its calculation of Closing Working Capital, which statement shall be substantially in the form of Section 2.06(a)(i)
of the Disclosure Schedules (the "Closing Working Capital Statement"), and (B) a certificate of the Chief Financial Officer
of Buyer that the Closing Working Capital Statement was prepared 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, subject to the modifications and limitations set forth on Section 2.06(a)(i)
of the Disclosure Schedules. The "Post-Closing Adjustment" shall be an amount equal to the Closing Working Capital minus
$15,000 (the "Target Working Capital"). If the Post-Closing Adjustment is a positive number, Buyer shall pay to Seller
an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Seller shall pay to Buyer an amount
equal to the Post-Closing Adjustment.


(b)          
Examination and Review.


(i)            
Examination. After receipt of the Closing Working Capital Statement, Seller shall have thirty (30) days (the "Review
Period") to review the Closing Working Capital Statement. During the Review Period, Seller and Seller's Representatives shall
have full access to the relevant books and records of Buyer, the personnel of, and work papers prepared by, Buyer and/or Buyer's accountants
to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in
Buyer's possession) relating to the Closing Working Capital Statement as Seller may reasonably request for the purpose of reviewing the
Closing Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be
in a manner that does not interfere with the normal business operations of Buyer.


(ii)          
Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Working Capital Statement
by delivering to Buyer a written statement setting forth Seller's objections in reasonable detail, indicating each disputed item or amount
and the basis for Seller's disagreement therewith (the "Statement of Objections"). If Seller fails to deliver the Statement
of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the
case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the
Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections
within thirty (30) days after the delivery of the Statement of Objections (the "Resolution Period"), and, if the same
are so resolved within the Resolution Period, the Post-Closing Adjustment and the Closing Working Capital Statement with such changes
as may have been previously agreed in writing by Buyer and Seller, shall be final and binding.


(iii)        
Resolution of Disputes. If Seller and Buyer fail to reach an agreement with respect to all of the matters set forth in the
Statement of Objections before expiration of the Resolution Period, then any amounts remaining in dispute ("Disputed Amounts"
and any amounts not so disputed, the "Undisputed Amounts") shall be submitted for resolution to an impartial nationally
recognized firm of independent certified public accountants mutually acceptable to Buyer and Seller (the "Independent Accountant")
who, acting as experts and not arbitrators, shall resolve the Disputed Amounts only and make any adjustments to the Post-Closing Adjustment,
as the case may be, and the Closing Working Capital Statement. The parties hereto agree that all adjustments shall be made without regard
to materiality. The Independent Accountant shall only decide the specific items under dispute by the parties and their decision for each
Disputed Amount must be within the range of values assigned to each such item in the Closing Working Capital Statement and the Statement
of Objections, respectively.


(iv)         
Fees of the Independent Accountant. The fees and expenses of the Independent Accountant shall be paid by Seller, on the
one hand, and Buyer, on the other hand, based upon the percentage that the amount actually contested but not awarded to Seller or Buyer,
respectively, bears to the aggregate amount actually contested by Seller and Buyer.


(v)          
Determination by Independent Accountant. The Independent Accountant shall make a determination as soon as practicable within
thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the
Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive
and binding upon the parties hereto.


(c)           
Payments of Post-Closing Adjustment. Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together
with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing
Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause
(v) above; and (B) be paid by wire transfer of immediately available funds to such account as is directed by Buyer or Seller, as the case
may be.


(d)          
Adjustments for Tax Purposes. Any payments made pursuant to Section 2.07 shall be treated as an adjustment to the Purchase
Price by the parties for Tax purposes, unless otherwise required by Law.


Section
2.08      Allocation of Purchase Price. Seller and Buyer agree
that the Purchase Price and the Assumed Liabilities (plus other relevant items) shall be allocated among the Purchased Assets for all
purposes (including Tax and financial accounting) as shown on the allocation schedule set forth in Schedule 2.08 of the Disclosure Schedules
(the "Allocation Schedule"). Any adjustments to the Purchase Price pursuant to Section 2.07 herein shall be allocated
in a manner consistent with the Allocation Schedule.


Section
2.09      Withholding Tax. Buyer shall be entitled to deduct and
withhold from the Purchase Price all Taxes that are due and owing by Seller as of the Closing and that Buyer may be required to deduct
and withhold under any provision of Tax Law. All such withheld amounts shall be treated as delivered to Seller hereunder.


Section
2.10      Third Party Consents. To the extent that Seller's rights
under any Contract or Permit constituting a Purchased Asset, or any other Purchased Asset, may not be assigned to Buyer without the consent
of another Person which has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment
would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use its reasonable best efforts to obtain any such
required consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective
or would impair Buyer's rights under the Purchased Asset in question so that Buyer would not in effect acquire the benefit of all such
rights, Seller, to the maximum extent permitted by law and the Purchased Asset, shall act after the Closing as Buyer's agent in order
to obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law and the Purchased Asset, with Buyer
in any other reasonable arrangement designed to provide such benefits to Buyer. Notwithstanding any provision in this Section
2.10 to the contrary, Buyer shall not be deemed to have waived its rights under Section
7.02(d) hereof unless and until Buyer either provides written waivers thereof or elects to proceed to consummate the transactions
contemplated by this Agreement at Closing.


ARTICLE
III

Closing


Section
3.01      Closing. Subject to the terms and conditions of this
Agreement, the consummation of the transactions contemplated by this Agreement (the "Closing") shall take place remotely
by exchange of documents and signatures (or their electronic counterparts), at 10:00am ET time, on the first Business Day after all of
the conditions to Closing set forth in ARTICLE VII are either satisfied or waived (other than conditions which, by their nature, are to
be satisfied on the Closing Date), or at such other time, date or place as Seller and Buyer may mutually agree upon in writing. The date
on which the Closing is to occur is herein referred to as the "Closing Date".


Section
3.02      Closing Deliverables. 


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


(i)            
a bill of sale in form and substance satisfactory to Buyer (the "Bill of Sale") and duly executed by Seller, transferring
the tangible personal property included in the Purchased Assets to Buyer;


(ii)          
an assignment and assumption agreement in form and substance satisfactory to Buyer (the "Assignment and Assumption Agreement")
and duly executed by Seller, effecting the assignment to and assumption by Buyer of the Purchased Assets and the Assumed Liabilities;


(iii)        
an assignment in form and substance satisfactory to Buyer (the "Intellectual Property Assignments") and duly executed
by Seller, transferring all of Seller's right, title and interest in and to the Intellectual Property Assets to Buyer;


(iv)         
intentionally omitted;


(v)          
intentionally omitted;


(vi)         
the Employment Agreements;


(vii)       
a power of attorney in form and substance satisfactory to Buyer and duly executed by Seller;


(viii)     
the Seller Closing Certificate;


(ix)         
the FIRPTA Certificate;


(x)          
the certificates of the Secretary or Assistant Secretary of Seller required by Section 7.02(k) and Section 7.02(l);


(xi)         
such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to
Buyer, as may be required to give effect to this Agreement; and


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


(i)            
the Cash Purchase Price by wire transfer of immediately available funds to Seller’s attorney’s client trust account;


(ii)          
the Stock Certificates representing the share portion of the Purchase Price;


(iii)        
the Assignment and Assumption Agreement duly executed by Buyer;


(iv)         
intentionally omitted;


(v)          
the Buyer Closing Certificate;


(vi)         
the certificates of the Secretary or Assistant Secretary of Buyer required by Section 7.03(f) and Section 7.03(g);


(vii)       
the Employment Agreements.


ARTICLE
IV

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 IV are true and correct as of the date hereof.


Section
4.01      Organization and Qualification of Seller. Seller is
a limited liability company duly organized, validly existing and in good standing under the Laws of the state of Delaware and has full
limited liability company power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and
to carry on the Business as currently conducted. Section 4.01 of the Disclosure Schedules sets forth each jurisdiction in which Seller
is licensed or qualified to do business, and Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction
in which the ownership of the Purchased Assets or the operation of the Business as currently conducted makes such licensing or qualification
necessary.


Section
4.02      Authority of Seller. Seller has full limited liability
company power and authority to enter into this Agreement and the Ancillary Documents to which Seller 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 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 hereby and thereby have been duly authorized by all requisite corporate
action on the part of Seller. This Agreement has been duly executed and delivered by Seller, 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 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.


Section
4.03      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 formation, operating agreement or other organizational documents of Seller; (b) conflict with or result in a violation
or breach of any provision of any Law or Governmental Order applicable to Seller, the Business or the Purchased Assets; (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 or Permit to which Seller is a party or by which Seller or the
Business is bound or to which any of the Purchased Assets are subject (including any Assigned Contract); or (d) result in the creation
or imposition of any Encumbrance other than Permitted Encumbrances on the Purchased Assets. No consent, approval, Permit, Governmental
Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller in connection with
the execution and delivery of this Agreement or any of the Ancillary Documents and the consummation of the transactions contemplated hereby
and thereby, except for such filings as may be required under the HSR Act.


Section
4.04      Financial Statements. Complete copies of the financial
statements consisting of the balance sheet of the Business as of December 31, 2021 and the related statements of income and retained earnings,
stockholders' equity and cash flow for the years then ended (the "Annual Financial Statements"), and unaudited financial
statements consisting of the balance sheet of the Business as of January 31, 2022, and the related statements of income and retained earnings,
stockholders' equity and cash flow for the period then ended (the "Interim Financial Statements" and together with the
Annual Financial Statements, the "Financial Statements") have been delivered to Buyer. The Financial Statements have
been prepared 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 Annual Financial Statements). The Financial Statements are based on the books
and records of the Business, and fairly present the financial condition of the Business as of the respective dates they were prepared
and the results of the operations of the Business for the periods indicated. The balance sheet of the Business 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 Business as of January 31, 2022 is referred to herein as the "Interim Balance Sheet" and the date
thereof as the "Interim Balance Sheet Date". Seller maintains a standard system of accounting for the Business using
established accounting systems.


Section
4.05      Undisclosed Liabilities. Seller has no Liabilities with
respect to the Business, except (a) those which are adequately reflected or reserved against in the Balance Sheet as of the Balance Sheet
Date, and (b) those which have been incurred in the ordinary course of business consistent with past practice since the Balance Sheet
Date and which are not, individually or in the aggregate, material in amount.


Section
4.06      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 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;


(b)          
declaration or payment of any dividends or distributions on or in respect of any of Seller's capital stock or redemption, purchase
or acquisition of Seller's capital stock;


(c)           
material change in any method of accounting or accounting practice for the Business, except as disclosed in the notes to the Financial
Statements;


(d)          
material change in cash management practices and policies, practices and procedures with respect to collection of accounts receivable,
establishment of reserves for uncollectible accounts receivable, 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;


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


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


(g)          
transfer, assignment, sale or other disposition of any of the Purchased Assets shown or reflected in the Balance Sheet, except
for the sale of Inventory in the ordinary course of business;


(h)          
cancellation of any debts or claims or amendment, termination or waiver of any rights constituting Purchased Assets;


(i)            
transfer or assignment of or grant of any license or sublicense under or with respect to any Intellectual Property Assets or Intellectual
Property Agreements (except non-exclusive licenses or sublicenses granted in the ordinary course of business consistent with past practice);


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


(k)          
material damage, destruction or loss, or any material interruption in use, of any Purchased Assets, whether or not covered by insurance;


(l)            
acceleration, termination, material modification to or cancellation of any Assigned Contract or Permit;


(m)         
material capital expenditures which would constitute an Assumed Liability;


(n)          
imposition of any Encumbrance upon any of the Purchased Assets;


(o)          
(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 any current or former employees, officers, directors, independent contractors or consultants of the Business,
other than as provided for in any written agreements or required by applicable Law, (ii) change in the terms of employment for any employee
of the Business or any termination of any employees for which the aggregate costs and expenses exceed $10,000, or (iii) action to accelerate
the vesting or payment of any compensation or benefit for any current or former employee, officer, director, consultant or independent
contractor of the Business;


(p)          
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;


(q)          
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 of the Business, (ii) Benefit Plan, or (iii) collective bargaining or
other agreement with a Union, in each case whether written or oral;


(r)           
any loan to (or forgiveness of any loan to), or entry into any other transaction with, any current or former directors, officers
or employees of the Business;


(s)           
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;


(t)            
purchase, lease or other acquisition of the right to own, use or lease any property or assets in connection with the Business for
an amount in excess of $25,000, individually (in the case of a lease, per annum) or $25,000 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;


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


Section
4.07      Material Contracts. 


(a)           
Section 4.07(a) of the Disclosure Schedules lists each of the following Contracts (x) by which any of the Purchased Assets are
bound or affected or (y) to which Seller is a party or by which it is bound in connection with the Business or the Purchased Assets (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 4.10(a) of the Disclosure Schedules and all Intellectual Property Agreements
set forth in Section 4.11(b) of the Disclosure Schedules, being "Material Contracts"):


(i)            
all Contracts involving aggregate consideration in excess of $25,000 and which, in each case, cannot be cancelled without penalty
or without more than ninety (90) days' notice;


(ii)          
all Contracts that require Seller to purchase or sell a stated portion of the requirements or outputs of the Business or that contain
"take or pay" provisions;


(iii)        
all Contracts that provide for the indemnification 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;


(vi)         
all employment agreements and Contracts with independent contractors or consultants (or similar arrangements) and which are not
cancellable without material penalty or without more than ninety (90) days' notice;


(vii)       
except for Contracts relating to trade payables, all Contracts relating to indebtedness (including, without limitation, guarantees);


(viii)     
all Contracts with any Governmental Authority ("Government Contracts");


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


(x)          
all joint venture, partnership or similar Contracts;


(xi)         
all Contracts for the sale of any of the Purchased Assets or for the grant to any Person of any option, right of first refusal
or preferential or similar right to purchase any of the Purchased Assets;


(xii)       
all powers of attorney with respect to the Business or any Purchased Asset;


(xiii)     
all collective bargaining agreements or Contracts with any Union ; and


(xiv)      
all other Contracts that are material to the Purchased Assets or the operation of the Business and not previously disclosed pursuant
to this Section 4.07.


(b)          
Each Material Contract is valid and binding on Seller in accordance with its terms and is in full force and effect. None of Seller
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. There are no material disputes pending or threatened under any Contract included in the Purchased Assets.


Section
4.08      Title to Purchased Assets. Seller has good and valid
title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are
free and clear of Encumbrances except for the following (collectively referred to as "Permitted Encumbrances"):


(a)           
those items set forth in Section 4.08 of the Disclosure Schedules;


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


(c)           
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 or
the Purchased Assets;


(d)          
omitted; or


(e)           
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 or the Purchased Assets.


Section
4.09      Condition and Sufficiency of Assets. The buildings,
plants, structures, furniture, fixtures, machinery, equipment, vehicles and other items of tangible personal property included in the
Purchased Assets 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 Purchased Assets are sufficient for the continued conduct of the 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 as currently
conducted. None of the Excluded Assets are material to the Business.


Section
4.10      Real Property. 


(a)           
Seller does not own any Real Property nor is any Real Property used in or necessary for the conduct of the Business as currently
conducted.


(b)          
Seller does not lease any Real Property nor is any leased Real Property used in or necessary for the conduct of the Business as
currently conducted.


Section
4.11      Intellectual Property. 


(a)           
Section 4.11(a) of the Disclosure Schedules contains a correct, current and complete list of: (i) all Intellectual Property Registrations,
specifying as to each, as applicable: the title, mark, or design; 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 Intellectual Property Assets; and (iii) all proprietary Software included in the Intellectual Property Assets;
and (iv) all other Intellectual Property Assets that are used or held for use in the conduct of the Business as currently conducted or
proposed to be conducted.


(b)          
Section 4.11(b) of the Disclosure Schedules contains a correct, current and complete list of all Intellectual Property Agreements,
specifying for each the date, title, and parties thereto, and separately identifying the Intellectual Property Agreements: (i) under which
Seller is a licensor or otherwise grants to any Person any right or interest relating to any Intellectual Property Asset; (ii) under which
Seller 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 Seller's ownership or use of any Intellectual Property in the conduct of the Business as currently conducted or proposed
to be conducted, in each case identifying the Intellectual Property covered by such Intellectual Property 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 such Intellectual
Property Agreements, including all modifications, amendments and supplements thereto and waivers thereunder. Each Intellectual Property
Agreement is valid and binding on Seller in accordance with its terms and is in full force and effect. Neither Seller 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 Intellectual Property Agreement.


(c)           
Seller is the sole and exclusive legal and beneficial, and with respect to the Intellectual Property Registrations, record, owner
of all right, title and interest in and to the Intellectual Property Assets, 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 Business as currently conducted or as proposed to be
conducted, in each case, free and clear of Encumbrances other than Permitted Encumbrances. The Intellectual Property Assets and Licensed
Intellectual Property are all of the Intellectual Property necessary to operate the Business as presently conducted or proposed to be
conducted. Seller 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 Seller whereby such employee or independent contractor (i) acknowledges Seller's exclusive
ownership of all Intellectual Property Assets invented, created or developed by such employee or independent contractor within the scope
of his or her employment or engagement with Seller; (ii) grants to Seller 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 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 Seller's ownership interest
in the Intellectual Property 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 payment of any additional amounts with respect to, or require the consent of any other Person
in respect of, the Buyer's right to own or use any Intellectual Property Assets or Licensed Intellectual Property in the conduct of the
Business as currently conducted and as proposed to be conducted. Immediately following the Closing, all Intellectual Property Assets will
be owned or available for use by Buyer on identical terms as they were owned or available for use by Seller immediately prior to the Closing.


(e)           
All of the Intellectual Property Assets (and Licensed Intellectual Property) are valid and enforceable, and all Intellectual Property
Registrations are subsisting and in full force and effect. Seller has taken all reasonable and necessary steps to maintain and enforce
the Intellectual Property Assets and Licensed Intellectual Property and to preserve the confidentiality of all Trade Secrets included
in the Intellectual Property Assets, including by requiring all Persons having access thereto to execute binding, written non-disclosure
agreements. All required filings and fees related to the Intellectual Property 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 Intellectual Property
Registrations.


(f)           
The conduct of the Business as currently and formerly conducted and as proposed to be conducted, including the use of the Intellectual
Property Assets and Licensed Intellectual Property in connection therewith, and the products, processes, and services of the Business
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 Intellectual Property Assets
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
of the Intellectual Property of any Person by Seller in the conduct of the Business; (ii) challenging the validity, enforceability, registrability,
patentability, or ownership of any Intellectual Property Assets or Licensed Intellectual Property; or (iii) by Seller or any other Person
alleging any infringement, misappropriation, or other violation by any Person of any Intellectual Property Assets. Seller is not aware
of any facts or circumstances that could reasonably be expected to give rise to any such Action. Seller 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 Intellectual Property Assets or Licensed Intellectual Property.


(h)          
Section 4.11(h) of the Seller Disclosure Schedules contains a correct, current, and complete list of all social media accounts
used by Seller in the conduct of the Business. Seller 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 in the conduct of the Business
(collectively, "Platform Agreements"). There are no Actions settled, pending, or threatened alleging (A) any breach or
other violation of any Platform Agreement by Seller; or (B) defamation, any violation of publicity rights of any Person, or any other
violation by Seller in connection with its use of social media in the conduct of the Business.


(i)            
All Business IT Systems are in good working condition and are sufficient for the operation of the Business as currently conducted
and as proposed to be conducted. In the past three (3) years, there has been no malfunction, failure, continued substandard performance,
denial-of-service, or other cyber incident, including any cyberattack, or other impairment of the Business IT Systems. Seller has taken
all commercially reasonable steps to safeguard the confidentiality, availability, security, and integrity of the Business IT Systems,
including implementing and maintaining appropriate backup, disaster recovery, and Software and hardware support arrangements.


(j)            
Seller 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 Business. In the past three
(3) years, Seller 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 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, in each case in connection with the conduct of the Business, and there are no facts or circumstances that could reasonably
be expected to give rise to any such Action.


Section
4.12      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 Seller 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 Seller 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 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 Business, are collectible in full within ninety (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 Business
have been consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.


Section
4.13      Customers and Suppliers. 


(a)           
Section 4.13(a) of the Disclosure Schedules sets forth with respect to the Business (i) each customer who has paid aggregate consideration
to Seller for goods or services rendered in an amount greater than or equal to $25,000 for each of the two (2) most recent fiscal years
(collectively, the "Material Customers"); and (ii) the amount of consideration paid by each Material Customer during
such periods. Seller has not received any notice, and has no reason to believe, that any of the Material Customers has ceased, or intends
to cease after the Closing, to use the goods or services of the Business or to otherwise terminate or materially reduce its relationship
with the Business.


(b)          
Section 4.13(b) of the Disclosure Schedules sets forth with respect to the Business (i) each supplier to whom Seller has paid consideration
for goods or services rendered in an amount greater than or equal to $25,000 for each of the two (2) most recent fiscal years (collectively,
the "Material Suppliers"); and (ii) the amount of purchases from each Material Supplier during such periods. Seller has
not received any notice, and has no reason to believe, that any of the Material Suppliers has ceased, or intends to cease, to supply goods
or services to the Business or to otherwise terminate or materially reduce its relationship with the Business.


Section
4.14      Insurance. Section 4.14 of the Disclosure Schedules
sets forth (a) 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, fiduciary liability and other casualty and property insurance maintained
by Seller or its Affiliates and relating to the Business, the Purchased Assets or the Assumed Liabilities (collectively, the "Insurance
Policies"); and (b) with respect to the Business, the Purchased Assets or the Assumed Liabilities, a list of all pending claims
and the claims history for Seller since January 1, 2018. There are no claims related to the Business, the Purchased Assets or the Assumed
Liabilities 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. Neither Seller nor any of its Affiliates 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 not yet due, accrued. All such Insurance Policies (a) are in full force and effect and enforceable
in accordance with their terms; (b) to Seller’s Knowledge, are provided by carriers who are financially solvent; and (c) have not
been subject to any lapse in coverage. None of Seller or any of its Affiliates 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 Business and are sufficient for compliance with all applicable
Laws and Contracts to which Seller is a party or by which it is bound. True and complete copies of the Insurance Policies have been made
available to Buyer.


Section
4.15      Legal Proceedings; Governmental Orders. 


(a)           
There are no Actions pending or, to Seller's Knowledge, threatened against or by Seller (a) relating to or affecting the Business,
the Purchased Assets or the Assumed Liabilities; or (b) that challenge or seek 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.


(b)          
There are no outstanding Governmental Orders and no unsatisfied judgments, penalties or awards against, relating to or affecting
the Business.


Section
4.16      Compliance With Laws; Permits. 


(a)           
Seller has complied, and is now complying, with all Laws applicable to the conduct of the Business as currently conducted or the
ownership and use of the Purchased Assets.


(b)          
All Permits required for Seller to conduct the Business as currently conducted or for the ownership and use of the Purchased Assets
have been obtained by Seller 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 4.16(b) of the Disclosure Schedules lists all current Permits issued to Seller which are related
to the conduct of the Business as currently conducted or the ownership and use of the Purchased Assets, 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 4.16(b) of the
Disclosure Schedules.


Section
4.17      Environmental Matters. 


(a)           
The operations of Seller with respect to the Business and the Purchased Assets are currently and have been in compliance with all
Environmental Laws. Seller has not received from any Person, with respect to the Business or the Purchased Assets, 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)          
Seller has obtained and is in material compliance with all Environmental Permits (each of which is disclosed in Section 4.17(b)
of the Disclosure Schedules) necessary for the conduct of the Business as currently conducted or the ownership, lease, operation or use
of the Purchased Assets and all such Environmental Permits are in full force and effect and shall be maintained in full force and effect
by Seller through the Closing Date in accordance with Environmental Law, and Seller is not aware of any condition, event or circumstance
that might prevent or impede, after the Closing Date, the conduct of the Business as currently conducted or the ownership, lease, operation
or use of the Purchased Assets. With respect to any such Environmental Permits, Seller has undertaken, or will undertake prior to the
Closing Date, all measures necessary to facilitate transferability of the same, and Seller is not aware of any condition, event or circumstance
that might prevent or impede the transferability of the same, and has not received any Environmental Notice or written communication regarding
any material adverse change in the status or terms and conditions of the same.


(c)           
None of the Business or the Purchased Assets or any real property currently or formerly owned, leased or operated by Seller in
connection with the Business 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 the Purchased
Assets or any real property currently or formerly owned, leased or operated by Seller in connection with the Business, and Seller has
not received an Environmental Notice that any of the Business or the Purchased Assets or real property currently or formerly owned, leased
or operated by Seller in connection with the Business (including soils, groundwater, surface water, buildings and other structure located
thereon) 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.


(e)           
Section 4.17(e) of the Disclosure Schedules contains a complete and accurate list of all active or abandoned aboveground or underground
storage tanks owned or operated by Seller in connection with the Business or the Purchased Assets.


(f)           
Section 4.17(f) of the Disclosure Schedules contains a complete and accurate list of all off-site Hazardous Materials treatment,
storage, or disposal facilities or locations used by Seller and any predecessors in connection with the Business or the Purchased Assets
as to which Seller may retain liability, and none of these facilities or locations has been placed or proposed for placement on the National
Priorities List (or CERCLIS) under CERCLA, or any similar state list, and Seller has not received any Environmental Notice regarding potential
liabilities with respect to such off-site Hazardous Materials treatment, storage, or disposal facilities or locations used by Seller.


(g)          
Seller has not retained or assumed, by contract or operation of Law, any liabilities or obligations of third parties under Environmental
Law.


(h)          
Seller has provided or otherwise made available to Buyer and listed in Section 4.17(h) of the Disclosure Schedules: (i) any and
all environmental reports, studies, audits, records, sampling data, site assessments, risk assessments, economic models and other similar
documents with respect to the Business or the Purchased Assets or any real property currently or formerly owned, leased or operated by
Seller in connection with the Business which are in the possession or control of Seller related to compliance with Environmental Laws,
Environmental Claims or an Environmental Notice or the Release of Hazardous Materials; and (ii) any and all material documents concerning
planned or anticipated capital expenditures required to reduce, offset, limit or otherwise control pollution and/or emissions, manage
waste or otherwise ensure compliance with current or future Environmental Laws (including, without limitation, costs of remediation, pollution
control equipment and operational changes).


(i)            
Seller is not 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 the Purchased Assets as currently carried out.


Section
4.18      Employee Benefit Matters. 


(a)           
Section 4.18(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 Seller for the benefit of any current or former employee, officer, director, retiree,
independent contractor or consultant of the Business or any spouse or dependent of such individual, or under which Seller 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 4.18(a) of the Disclosure Schedules, each, a "Benefit Plan").
Seller has separately identified in Section 4.18(a) of the Disclosure Schedules each Benefit Plan that is maintained, sponsored, contributed
to, or required to be contributed to by Seller primarily for the benefit of employees of the Business outside of the United States (a
"Non-U.S. Benefit Plan").


(b)          
With respect to each Benefit Plan, Seller has made available to Buyer accurate, current and complete copies of each of the following:
(i) where the Benefit Plan has been reduced to writing, the plan document together with all amendments; (ii) where the Benefit Plan has
not been reduced to writing, a written summary of all material plan terms; (iii) where applicable, copies of any trust agreements or other
funding arrangements, custodial agreements, insurance policies and contracts, administration agreements and similar agreements, and investment
management or investment advisory agreements, now in effect or required in the future as a result of the transactions contemplated by
this Agreement or otherwise; (iv) copies of any summary plan descriptions, summaries of material modifications, summaries of benefits
and coverage, COBRA communications, employee handbooks and any other written communications (or a description of any oral communications)
relating to any Benefit Plan; (v) in the case of any Benefit Plan that is intended to be qualified under Section 401(a) of the Code, a
copy of the most recent determination, opinion or advisory letter from the Internal Revenue Service and any legal opinions issued thereafter
with respect to such Benefit Plan's continued qualification; (vi) in the case of any Benefit Plan for which a Form 5500 must be filed,
a copy of the two most recently filed Forms 5500, with all corresponding schedules and financial statements attached; (vii) actuarial
valuations and reports related to any Benefit Plans with respect to the most recently completed plan years; (viii) the most recent nondiscrimination
tests performed under the Code; and (ix) copies of material notices, letters or other correspondence from the Internal Revenue Service,
Department of Labor, Department of Health and Human Services, Pension Benefit Guaranty Corporation or other Governmental Authority relating
to the Benefit Plan.


(c)           
Each Benefit Plan and any related trust (other than any multiemployer plan within the meaning of Section 3(37) of ERISA (each a
"Multiemployer Plan")) has been established, administered and maintained in accordance with its terms and in compliance
with all applicable Laws (including ERISA, the Code and any applicable local Laws). Each Benefit Plan that is intended to be qualified
within the meaning of Section 401(a) of the Code (a "Qualified Benefit Plan") is so qualified and received a favorable
and current determination letter from the Internal Revenue Service with respect to the most recent five year filing cycle, or with respect
to a prototype or volume submitter plan, can rely on an opinion letter from the Internal Revenue Service to the prototype plan or volume
submitter plan sponsor, to the effect that such Qualified Benefit Plan is so qualified and that the plan and the trust related thereto
are exempt from federal income taxes under Sections 401(a) and 501(a), respectively, of the Code, and nothing has occurred that could
reasonably be expected to adversely affect the qualified status of any Qualified Benefit Plan. Nothing has occurred with respect to any
Benefit Plan that has subjected or could reasonably be expected to subject Seller or any of its ERISA Affiliates or, with respect to any
period on or after the Closing Date, Buyer or any of its Affiliates, to a penalty under Section 502 of ERISA or to tax or penalty under
Sections 4975 or 4980H of the Code.


No pension plan (other
than a Multiemployer Plan) which is subject to minimum funding requirements, including any multiple employer plan, (each a "Single
Employer Plan") in which employees of the Business or any ERISA Affiliate participate or have participated has an "accumulated
funding deficiency," whether or not waived, or is subject to a lien for unpaid contributions under Section 303(k) of ERISA or Section
430(k) of the Code. No Single Employer Plan covering employees of the Business which is a defined benefit plan has an "adjusted funding
target attainment percentage," as defined in Section 436 of the Code, less than 80%. All benefits, contributions and premiums relating
to each Benefit Plan have been timely paid in accordance with the terms of such Benefit Plan and all applicable Laws and accounting principles,
and all benefits accrued under any unfunded Benefit Plan have been paid, accrued or otherwise adequately reserved to the extent required
by, and in accordance with GAAP. All Non-U.S. Benefit Plans that are intended to be funded and/or book-reserved are funded and/or book-reserved,
as appropriate, based upon reasonable actuarial assumptions.


(d)          
Neither Seller nor any of its ERISA Affiliates has (i) incurred or reasonably expects to incur, either directly or indirectly,
any material Liability under Title I or Title IV of ERISA or related provisions of the Code or applicable local Law relating to employee
benefit plans; (ii) failed to timely pay premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn from any Benefit Plan;
(iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA; (v) incurred taxes
under Section 4971 of the Code with respect to any Single Employer Plan; or (vi) participated in a multiple employer welfare arrangements
(MEWA).


(e)           
With respect to each Benefit Plan (i) no such plan is a Multiemployer Plan and (A) all contributions required to be paid by Seller
or its ERISA Affiliates have been timely paid to the applicable Multiemployer Plan, (B) neither Seller nor any ERISA Affiliate has incurred
any withdrawal liability under Title IV of ERISA which remains unsatisfied, and (C) a complete withdrawal from all such Multiemployer
Plans at the Effective Time would not result in any material liability to Seller and no Multiemployer Plan is in critical, endangered
or seriously endangered status or has suffered a mass withdrawal; (ii) no such plan is a "multiple employer plan" within the
meaning of Section 413(c) of the Code or a "multiple employer welfare arrangement" (as defined in Section 3(40) of ERISA); (iii)
no Action has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such
plan; (iv) no such plan or the plan of any ERISA Affiliate maintained or contributed to within the last six (6) years is a Single Employer
Plan subject to Title IV of ERISA; and (v) no "reportable event," as defined in Section 4043 of ERISA, with respect to which
the reporting requirement has not been waived, has occurred with respect to any such plan.


(f)           
Other than as required under Sections 601 to 608 of ERISA or other applicable Law, no Benefit Plan or other arrangement provides
post-termination or retiree health benefits to any individual for any reason.


(g)          
There is no pending or, to Seller's Knowledge, threatened Action relating to a Benefit Plan (other than routine claims for benefits),
and no Benefit Plan has within the three (3) years prior to the date hereof been the subject of an examination or audit by a Governmental
Authority or the subject of an application or filing under, or is a participant in, an amnesty, voluntary compliance, self-correction
or similar program sponsored by any Governmental Authority.


(h)          
There has been no amendment to, announcement by Seller or any of its Affiliates relating to, or change in employee participation
or coverage under, any Benefit Plan or collective bargaining agreement that would increase the annual expense of maintaining such plan
above the level of the expense incurred for the most recently completed fiscal year (other than on a de minimis basis) with respect to
any director, officer, employee, consultant or independent contractor of the Business, as applicable. Neither Seller nor any of its Affiliates
has any commitment or obligation or has made any representations to any director, officer, employee, consultant or independent contractor
of the Business, whether or not legally binding, to adopt, amend, modify or terminate any Benefit Plan or any collective bargaining agreement.


(i)            
Each Benefit Plan that is subject to Section 409A of the Code has been administered in compliance with its terms and the operational
and documentary requirements of Section 409A of the Code and all applicable regulatory guidance (including, notices, rulings and proposed
and final regulations) thereunder. Seller does not have any obligation to gross up, indemnify or otherwise reimburse any individual for
any excise taxes, interest or penalties incurred pursuant to Section 409A of the Code.


(j)            
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 Business 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) increase the amount payable under or
result in any other material obligation pursuant to any Benefit Plan; (iv) result in "excess parachute payments" within the
meaning of Section 280G(b) of the Code; or (v) require a "gross-up" or other payment to any "disqualified individual"
within the meaning of Section 280G(c) of the Code.


Section
4.19      Employment Matters. 


(a)           
Section 4.19(a) of the Disclosure Schedules contains a list of all persons who are employees, independent contractors or consultants
of the Business 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 Business for services performed on or prior to the date hereof have been paid in full and there are no outstanding
agreements, understandings or commitments of Seller with respect to any compensation, commissions, bonuses or fees.


(b)          
Seller 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 Seller, and 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 Seller or any employees of the Business. Seller has no duty to bargain with any Union.


(c)           
Seller is and has been in compliance with the terms of all collective bargaining agreements, if any, and other Contracts listed
on Section 4.19(b) of the Disclosure Schedules and all applicable Laws pertaining to employment and employment practices to the extent
they relate to employees, volunteers, interns, consultants and independent contractors of the Business, 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 Seller as consultants or independent contractors of the
Business are properly treated as independent contractors under all applicable Laws. All employees of the Business classified as exempt
under the Fair Labor Standards Act and state and local wage and hour laws are properly classified. Seller 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 Seller 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 Business, 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.


Section
4.20      Taxes.


(a)           
All Tax Returns with respect to the Business required to be filed by Seller for any Pre-Closing Tax Period 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 Seller (whether
or not shown on any Tax Return) have been, or will be, timely paid.


(b)          
Seller 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 extensions or waivers of statutes of limitations have been given or requested with respect to any Taxes of Seller.


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


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


(f)           
There are no Encumbrances for Taxes upon any of the Purchased Assets nor is any taxing authority in the process of imposing any
Encumbrances for Taxes on any of the Purchased Assets (other than for current Taxes not yet due and payable).


(g)          
Seller is not a "foreign person" as that term is used in Treasury Regulations Section 1.1445-2.


(h)          
Seller is not, and has not been, a party to, or a promoter of, a "reportable transaction" within the meaning of Section
6707A(c)(1) of the Code and Treasury Regulations Section 1.6011 4(b).


Section
4.21      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 Seller.


Section
4.22      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
V

Representations and warranties of buyer


Buyer represents and
warrants to Seller that the statements contained in this ARTICLE V are true and correct as of the date hereof.


Section
5.01      Organization of Buyer. Buyer is a corporation duly organized,
validly existing and in good standing under the Laws of the state of Florida.


Section
5.02      Authority of Buyer. 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
5.03      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
certificate of incorporation, by-laws 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 as may be
required under the HSR Act and such consents, approvals, Permits, Governmental Orders, declarations, filings or notices which, in the
aggregate, would not have a Material Adverse Effect.


Section
5.04      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
5.05      Sufficiency of Funds. Buyer has sufficient cash on hand
or other sources of immediately available funds to enable it to make payment of the Purchase Price and consummate the transactions contemplated
by this Agreement.


Section
5.06      Legal Proceedings. There are no Actions pending or,
to Buyer's knowledge, threatened against or by Buyer or any Affiliate of Buyer that challenge or seek to prevent, enjoin or otherwise
delay the transactions contemplated by this Agreement. No event has occurred or circumstances exist that may give rise or serve as a basis
for any such Action.


ARTICLE
VI

Covenants


Section
6.01      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 (which consent shall not
be unreasonably withheld, conditioned or delayed), Seller shall (x) conduct the Business in the ordinary course of business consistent
with past practice; and (y) use reasonable best efforts to maintain and preserve intact its current Business organization, operations
and franchise and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators
and others having relationships with the Business. Without limiting the foregoing, from the date hereof until the Closing Date, Seller
shall:


(a)           
preserve and maintain all Permits required for the conduct of the Business as currently conducted or the ownership and use of the
Purchased Assets;


(b)          
pay the debts, Taxes and other obligations of the Business when due;


(c)           
continue to collect accounts receivable in a manner consistent with past practice, without discounting such accounts receivable;


(d)          
maintain the properties and assets included in the Purchased Assets in the same condition as they were on the date of this Agreement,
subject to reasonable wear and tear;


(e)           
continue in full force and effect without modification all Insurance Policies, except as required by applicable Law;


(f)           
defend and protect the properties and assets included in the Purchased Assets from infringement or usurpation;


(g)          
perform all of its obligations under all Assigned Contracts;


(h)          
maintain the Books and Records in accordance with past practice;


(i)            
comply in all material respects with all Laws applicable to the conduct of the Business or the ownership and use of the Purchased
Assets; and


(j)            
not take or permit any action that would cause any of the changes, events or conditions described in Section 4.06 to occur.


Section
6.02      Access to Information. From the date hereof until the
Closing, Seller shall (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 Business; (b) furnish Buyer and
its Representatives with such financial, operating and other data and information related to the Business as Buyer or any of its Representatives
may reasonably request; and (c) instruct the Representatives of Seller to cooperate with Buyer in its investigation of the Business. Any
investigation pursuant to this Section 6.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the
Business or any other businesses of Seller. 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
6.03      No Solicitation of Other Bids. 


(a)           
Seller shall not, and shall not authorize or permit any of its Affiliates 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 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" means any inquiry, proposal or offer from any Person (other than Buyer or any
of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the
Business or the Purchased Assets.


(b)          
In addition to the other obligations under this Section 6.03, Seller shall promptly (and in any event within three (3) 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 6.03 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
6.04      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 the Business,
the Purchased Assets or the Assumed Liabilities that, if pending on the date of this Agreement, would have been required to have been
disclosed pursuant to Section 4.15 or that relates to the consummation of the transactions contemplated by this Agreement.


(b)          
Buyer's receipt of information pursuant to this Section 6.04 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.


Section
6.05      Employees and Employee Benefits. 


(a)           
Commencing on the Closing Date, Seller shall terminate all employees of the Business who are actively at work on the Closing Date,
and, at Buyer's sole discretion, Buyer may offer employment, on an "at will" basis, to any or all of such employees. Seller
shall bear any and all obligations and liability under the WARN Act resulting from employment losses pursuant to this Section 6.05.


(b)          
Seller shall be solely responsible, and Buyer shall have no obligations whatsoever for, any compensation or other amounts payable
to any current or former employee, officer, director, independent contractor or consultant of the Business, including, without limitation,
hourly pay, commission, bonus, salary, accrued vacation, fringe, pension or profit sharing benefits or severance pay for any period relating
to the service with Seller at any time on or prior to the Closing Date and Seller shall pay all such amounts to all entitled persons on
or prior to the Closing Date.


(c)           
Seller shall remain solely responsible for the satisfaction of all claims for medical, dental, life insurance, health accident
or disability benefits brought by or in respect of current or former employees, officers, directors, independent contractors or consultants
of the Business or the spouses, dependents or beneficiaries thereof, which claims relate to events occurring on or prior to the Closing
Date. Seller also shall remain solely responsible for all worker's compensation claims of any current or former employees, officers, directors,
independent contractors or consultants of the Business which relate to events occurring on or prior to the Closing Date. Seller shall
pay, or cause to be paid, all such amounts to the appropriate persons as and when due.


(d)          
Each employee of the Business who becomes employed by Buyer in connection with the transaction shall be given service credit for
the purpose of eligibility under the group health plan and eligibility and vesting only under the defined contribution retirement plan
for his or her period of service with the Seller prior to the Closing Date; provided, however, that (i) such credit shall be given
pursuant to payroll or plan records, at the election of Buyer, in its sole and absolute discretion; and (ii) such service crediting shall
be permitted and consistent with Buyer's defined contribution retirement plan.


Section
6.06      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 Business, 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
6.07      Non-Competition; Non-Solicitation. 


(a)           
For a period of three (3) years commencing on the Closing Date (the "Restricted Period"), Seller shall not, and
shall not permit any of its Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in the Restricted Business
in the Territory; (ii) have an interest in any Person that engages directly or indirectly in the Restricted Business in the Territory
in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) cause, induce
or encourage any material actual or prospective client, customer, supplier or licensor of the Business (including any existing or former
client or customer of Seller and any Person that becomes a client or customer of the Business after the Closing), or any other Person
who has a material business relationship with the Business, to terminate or modify any such actual or prospective relationship. Notwithstanding
the foregoing, Seller may own, directly or indirectly, solely as an investment, securities of any Person traded on any national securities
exchange if Seller is not a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly,
own 5% or more of any class of securities of such Person.


(b)          
During the Restricted Period, Seller shall not, and shall not permit any of its Affiliates to, directly or indirectly, hire or
solicit any person who is offered employment by Buyer pursuant to Section 6.05(a) or is or was employed in the Business during the Restricted
Period, or encourage any such employee to leave such employment or hire any such employee who has left such employment, except pursuant
to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b)
shall prevent Seller or any of its Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or (ii) after
one hundred eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee.


(c)           
Seller acknowledges that a breach or threatened breach of this Section 6.07 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 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).


(d)          
Seller acknowledges that the restrictions contained in this Section 6.07 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 6.07 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 6.07 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	6.08     
Governmental Approvals and Consents. 



(a)           
Each party hereto shall, as promptly as possible, (i) make, or cause or be made, all filings and submissions (including those under
the HSR Act) 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 4.03 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.


(d)          
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 Buyer 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.


(e)           
Notwithstanding the foregoing, nothing in this Section 6.08 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
or any of its 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 and the Ancillary Documents; or (iii) any
material modification or waiver of the terms and conditions of this Agreement.


Section
6.09      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 three (3) years after the Closing, Buyer shall:


(i)            
retain the Books and Records (including personnel files) relating to periods prior to the Closing in a manner reasonably consistent
with the prior practices of Seller; and


(ii)          
upon reasonable notice, afford the Seller's Representatives reasonable access (including the right to make, at Seller's expense,
photocopies), during normal business hours, to such Books and Records.


(b)          
In order to facilitate the resolution of any claims made by or against or incurred by Buyer 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 Business and its operations for periods
prior to the Closing; and


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


(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 6.09 where such access would violate any Law.


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


Section
6.11      Public Announcements. Unless otherwise required by applicable
Law or stock exchange requirements (based upon the reasonable advice of counsel), no party to this Agreement shall 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 the other party (which consent shall not be unreasonably withheld, conditioned or delayed), and the parties shall cooperate
as to the timing and contents of any such announcement.


Section
6.12      Bulk Sales Laws. The parties hereby waive compliance
with the provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction that may otherwise be applicable with respect
to the sale of any or all of the Purchased Assets to Buyer; it being understood that any Liabilities arising out of the failure of Seller
to comply with the requirements and provisions of any bulk sales, bulk transfer or similar Laws of any jurisdiction which would not otherwise
constitute Assumed Liabilities shall be treated as Excluded Liabilities.


Section
6.13      Receivables. From and after the Closing, if Seller or
any of its Affiliates receives or collects any funds relating to any accounts receivable or any other Purchased Asset, Seller or its Affiliate
shall remit such funds to Buyer within five (5) Business Days after its receipt thereof. From and after the Closing, if Buyer or its Affiliate
receives or collects any funds relating to any Excluded Asset, Buyer or its Affiliate shall remit any such funds to Seller within five
(5) Business Days after its receipt thereof.


Section
6.14      Transfer Taxes. 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).


Section
6.15      Tax Clearance Certificates. If requested by Buyer, Seller
shall notify all of the taxing authorities in the jurisdictions that impose Taxes on Seller or where Seller has a duty to file Tax Returns
of the transactions contemplated by this Agreement in the form and manner required by such taxing authorities, if the failure to make
such notifications or receive any available tax clearance certificate (a "Tax Clearance Certificate") could subject the
Buyer to any Taxes of Seller. If any taxing authority asserts that Seller is liable for any Tax, Seller shall promptly pay any and all
such amounts and shall provide evidence to the Buyer that such liabilities have been paid in full or otherwise satisfied.


Section
6.16      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 and the Ancillary Documents.


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)           
The filings of Buyer and Seller pursuant to the HSR Act, if any, shall have been made and the applicable waiting period and any
extensions thereof shall have expired or been terminated.


(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 illegal, otherwise restraining or prohibiting consummation
of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.


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 4.01, Section 4.02, Section 4.04 and Section 4.21,
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 in Section 4.01, Section
4.02, Section 4.04 and Section 4.21 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.


(c)           
No Action shall have been commenced against Buyer or Seller, 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 4.03 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)           
Seller shall have delivered to Buyer duly executed counterparts to the Ancillary Documents and such other documents and deliveries
set forth in Section 3.02(a).


(g)          
Buyer shall have received all Permits that are necessary for it to conduct the Business as conducted by Seller as of the Closing
Date.


(h)          
[Intentionally Omitted].


(i)            
All Encumbrances relating to the Purchased Assets shall have been released in full, other than Permitted Encumbrances, and Seller
shall have delivered to Buyer written evidence, in form satisfactory to Buyer in its sole discretion, of the release of such Encumbrances.


(j)            
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 (the "Seller Closing Certificate").


(k)          
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 member(s)/manager(s) 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.


(l)            
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.


(m)         
Buyer shall have received a certificate pursuant to Treasury Regulations Section 1.1445-2(b) (the "FIRPTA Certificate")
that Seller is not a foreign person within the meaning of Section 1445 of the Code duly executed by Seller.


(n)          
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.


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 5.01, Section 5.02 and Section 5.04, 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 5.01, Section 5.02 and Section 5.04
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.


(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)          
Buyer shall have delivered to Seller duly executed counterparts to the Ancillary Documents and such other documents and deliveries
set forth in Section 3.02(b).


(e)           
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 (the "Buyer Closing Certificate").


(f)           
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.


(g)          
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.


(h)          
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.


ARTICLE
VIII

Indemnification


Section
8.01      Survival. Subject to the limitations and other provisions
of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect
until the date that is two (2) years from the Closing Date; provided, that the representations and warranties in (i) Section 4.01,
Section 4.02, Section 4.08, Section 4.09, Section 4.21, Section 5.01, Section 5.02 and Section 5.04 shall survive indefinitely, and (ii)
Section 4.20 shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension
thereof) plus sixty (60) days. All covenants and agreements of the parties contained herein 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 this ARTICLE VIII, Seller shall indemnify and defend each of Buyer and its Affiliates 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, the Ancillary Documents
or in any certificate or instrument delivered by or on behalf of Seller 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);


(b)          
any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller pursuant to this Agreement, the
Ancillary Documents or any certificate or instrument delivered by or on behalf of Seller pursuant to this Agreement;


(c)           
any Excluded Asset or any Excluded Liability; or


(d)          
any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations
of Seller or any of its Affiliates (other than the Purchased Assets or Assumed Liabilities) conducted, existing or arising on or prior
to the Closing Date.


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 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);


(b)          
any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or


(c)           
any Assumed Liability.


Section
8.04      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)           
Indemnification Basket. No Indemnifying Party shall be required to indemnify an Indemnified Party for Losses unless and
until the aggregate amount of such Losses for which the Indemnified Party is otherwise entitled to pursuant to this Article VIII exceeds
Thirty Thousand Dollars ($30,000.00) (the “Basket”). After the Basket is exceeded, the Indemnified Party shall be entitled
to be paid the full amount of its Losses in excess of the Basket, subject to the limitations on recovery and recourse set forth herein.


(b)          
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 thirty (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 Business, 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 8.04(c), 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 8.04(c), 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 6.06) 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.


(c)           
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 8.04(c). 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 (10) 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 8.04(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).


(d)          
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 thirty (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 thirty (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 Indemnified Party'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 thirty (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.


Section 8.05     
Payments. 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 fifteen (15) 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
fifteen (15) 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 and including the date such payment has been made at a rate per annum equal to six percent
(6%). Such interest shall be calculated daily on the basis of a 365/366 day year and the actual number of days elapsed.


Section
8.06      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
8.07      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 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
8.08      Exclusive Remedies. Subject to Section 2.07, Section
6.07 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 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 this ARTICLE VIII.
Nothing in this Section 8.08 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.


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 if:


(i)            
Buyer is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to
perform any representation, warranty, covenant or agreement made by Seller pursuant to this Agreement that would give rise to the failure
of any of the conditions specified in ARTICLE VII and such breach, inaccuracy or failure has not been cured by Seller within ten (10)
days of Seller's receipt of written notice of such breach from Buyer; or


(ii)          
any of the conditions set forth in Section 7.01 or Section 7.02 shall not have been, or if it becomes apparent that any of such
conditions will not be, fulfilled by February 28, 2022, unless such failure shall be due to the failure of Buyer to perform or comply
with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing;


(c)           
by Seller by written notice to Buyer if:


(i)            
Seller is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure
to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to the failure
of any of the conditions specified in ARTICLE VII and such breach, inaccuracy or failure has not been cured by Buyer within ten (10) days
of Buyer's receipt of written notice of such breach from Seller; or


(ii)          
any of the conditions set forth in Section 7.01 or Section 7.03 shall not have been, or if it becomes apparent that any of such
conditions will not be, fulfilled by February 28, 2022, unless such failure shall be due to the failure of Seller to perform or comply
with any of the covenants, agreements or conditions hereof to be performed or complied with by it prior to the Closing; or


(d)          
by Buyer or Seller 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, and such Governmental Order shall have become final and non-appealable.


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 6.06 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.


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 Seller:	
    19 Ashby Street

    Mystic, CT 06355

    Attention: Eric Hall, CEO

     

     

	with a copy to:	
    Fournier Legal Services

    64 Thompson Street, Suite A101

    East Haven, CT 06513

    Attention: Joseph Fournier

    Email: jfournier@jeflegal.com

	
     

    If to Buyer:
	
     

    54 West 40th Street

    New York, NY 10018

    Attention: Peter Ritz

    Email: peter.ritz@fatbrain.io

     

	
     

    with a copy to:
	
     

    Lex Nova Law LLC

    10 E. Stow Road, Suite 250

    Marlton, NJ 08053

    Attention: William Skinner

    Email: wskinner@lexnovalaw.com

     



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
6.07(d), 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.


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 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 Delaware without giving
effect to any choice or conflict of law provision or rule (whether of the State of Delaware 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 DELAWARE IN EACH
CASE LOCATED IN THE CITY OF WILMINGTON, 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.


(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.




    	 



    	 



    

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be executed as of the date first written above by their respective officers thereunto duly authorized.


	 	
     

    INTELLAGENTS LLC

     

	 	
    By: /s/ Eric Hall

     

    Eric Hall, Authorized Signatory

	 	
     

    LZG INTERNATIONAL, INC.

     

	 	
    By: /s/ Peter Ritz

    Peter Ritz, Chief Executive Officer