Aspire Biopharma Holdings, Inc.

EX-99.1 · ex99-1.htm

EX-99.1
 3
 ex99-1.htm
 EX-99.1

 Exhibit
99.1

 Aspire
Biopharma Announces Signing of Definitive Share Purchase Agreement to Acquire Dura Driver Control Systems , a Leading Global Automotive
Supplier with a 100+ Year History and $200M+ in 2025 Revenue

 ● Aspire
 to acquire 100% of DCS for a total cash purchase price of $30 million

 ● Adds
 an established global brand with scale in the large and growing markets driven by trends
 in vehicle and mobility control systems

 ● Acquisition
 significantly accelerates Aspire’s revenue, earnings growth and cash flow profile

 ● Strategically
 diversifies the Company’s revenue streams

 ● Opportunity
 to drive significant shareholder value creation and enhance long-term capital allocation
 optionality

 ● The
 Company does not anticipate procuring any new equity financing to consummate the transaction

 ESTERO,
FL / June 12, 2026 / Aspire Biopharma Holdings, Inc. (Nasdaq: ASBP) (“Aspire” or the “Company”), today
announced the signing of a definitive Share Purchase Agreement (“SPA”) for the acquisition of 100% of Dura Driver Control
Systems (“DCS”), a premier designer and manufacturer of automotive driver control systems with expanding industrial applications.

 The
proposed acquisition represents a transformative milestone for Aspire, positioning the Company to rapidly evolve into a diversified,
high-revenue enterprise.

 Key
Transaction & Operational Pillars

 ● Robust
 Financial Profile : DCS delivered more than $22M in Adjusted EBITDA on over $200M in revenue
 for FY2025 (unaudited).

 ● Extensive
 Intellectual Property: DCS maintains a proprietary portfolio of over 275 distinct parts
 and more than 310 patents, serving more than 150 vehicle platforms across major global automotive
 original equipment manufacturers (OEMs).

 ● Strengthened
 Management: The existing DCS leadership team will be bolstered by automotive operating
 and investment professionals from Lakewood & Company, bringing more than 200 years of
 collective automotive industry, OEM, tier-one supplier, and industrial sector expertise.

 “We
are thrilled to welcome the DCS team into Aspire and to build a shared future that creates significant value for all our stakeholders,”
said Kraig Higginson, Interim CEO and Chairperson of the Aspire Biopharma Board. “Our acquisition of DCS, an established global
automotive systems manufacturer, provides Aspire with immediate, high-volume revenue-generating operations and growth capabilities. Concurrently,
this strengthened financial foundation allows us to optimize our proprietary drug delivery technology and advance commercial opportunities
for our innovative caffeine product portfolio.”

 Transaction
Details

 Pursuant
to the terms of the SPA, Aspire will acquire 100% of the issued and outstanding shares of DCS, and DCS will become a wholly owned subsidiary
of the Company. Aspire is purchasing these shares for $30.0 million in cash. DCS CEO Hans Vorstenbosch will continue as CEO of the DCS
subsidiary with the existing DCS management team under the leadership of Gregory J. Corona, the Chairman of Lakewood & Company.

 DCS
Financial Summary

 DCS
is a tier-one supplier specializing in high-growth vehicle electrification, safety, and human-machine interface (HMI) systems. For the
fiscal year ended December 31, 2025 (unaudited), DCS generated revenue of more than $200 million, net income of more than $17 million
and Adjusted EBITDA of more than $22 million. Adjusted EBITDA is a non-GAAP financial measure.

 Non-GAAP
Financial Measure Notice: DCS defines Adjusted EBITDA as earnings before interest expense, income tax, depreciation, and amortization,
inclusive of specifically identified adjustments. The Company believes Adjusted EBITDA provides useful supplemental information to investors
regarding DCS’s operational and financial performance. Adjusted EBITDA as presented herein may not be comparable to similarly titled
measures reported by other companies.

 DCS
Highlights

 ● Global
 Manufacturing Scale: Operates 11 global facilities strategically located across North
 America, Europe, and Asia.

 ● Deep
 IP & Engineering Footprint: Supported by 310+ patents and 55 dedicated design and
 product engineers across two global technical centers located in close proximity to major
 customer hubs.

 ● Blue-Chip
 Customer Base: A diversified portfolio of more than 50 customers, highlighted by an average
 relationship longevity of 28 years with its top 10 OEM clients, supporting more than 150
 vehicle platforms and 250 high-volume, global vehicle models.

 ● Fundamental
 Operations: Years of solid revenue and consistent free cash flow generation.

 Timing
and Approvals

 The
transaction is expected to close in the third quarter of 2026, subject to the satisfaction of customary closing conditions set forth
in the definitive Share Purchase Agreement.

 Advisor

 RBW
Capital Partners LLC is acting as exclusive financial advisor to the Company in connection with the acquisition. Any securities or brokerage
services will be offered through Dawson James Securities, Inc.

 About
Dura Driver Control Systems

 DCS
is a leading designer and manufacturer of highly engineered automotive and industrial systems that facilitate electronic driver control
and support the migration toward vehicle electrification, safety, lightweighting, and sustainability. DCS maintains a strong powertrain
agnostic product portfolio that includes mechatronic actuators, human machine interfaces, industrial cables, and cable control systems
backed by over 310 patents. The Company operates 11 manufacturing facilities globally and serves as a tier one automotive supplier to
major OEMs and other industrial firms.

 About
Aspire Biopharma Holdings, Inc.

 Aspire
Biopharma has developed a patent-pending sublingual delivery technology that can deliver drugs to the body rapidly and precisely. This
technology offers the potential to improve effectiveness and reduce side effects by going directly to the bloodstream and avoiding the
gastrointestinal tract. Aspire Biopharma’s delivery technology can be applied to many different active pharmaceutical ingredients
(APIs) and other bioactive substances, spanning both small and large molecule therapeutics, nutraceuticals and supplements.

 For
more information, please visit www.aspirebiolabs.com

 Aspire
Biopharma Holdings, Inc.

 Contact

 PCG
Advisory

 Kevin
McGrath

 +1-646-418-7002

 kevin@pcgadvisory.com

 Safe
Harbor Statement

 This
press release contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the “safe harbor”
provisions created by those laws. Aspire’s forward-looking statements include, but are not limited to, statements regarding our
or our management team’s expectations, hopes, beliefs, intentions or strategies regarding our future operations. In addition, any
statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying
assumptions, are forward-looking statements. The words “anticipate,” “believe,” “contemplate,” “continue,”
“estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “will,” “would,”
and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not
forward-looking. These forward-looking statements represent our views as of the date of this press release and involve a number of judgments,
risks and uncertainties. We anticipate that subsequent events and developments will cause our views to change. We undertake no obligation
to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information,
future events or otherwise, except as may be required under applicable securities laws. Accordingly, forward-looking statements should
not be relied upon as representing our views as of any subsequent date. As a result of a number of known and unknown risks and uncertainties,
our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some
factors that could cause actual results to differ include general market conditions, whether clinical trials demonstrate the efficacy
and safety of our drug candidates to the satisfaction of regulatory authorities, or do not otherwise produce positive results which may
cause us to incur additional costs or experience delays in completing, or ultimately be unable to complete the development and commercialization
of our drug candidates; the clinical results for our drug candidates, which may not support further development or marketing approval;
actions of regulatory agencies, which may affect the initiation, timing and progress of clinical trials and marketing approval; our ability
to achieve commercial success for our drug candidates, if approved, our limited operating history and our ability to obtain additional
funding for operations and to complete the development and commercialization of our drug candidates, and other risks and uncertainties
set forth in “Risk Factors” in our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q.
Additional risks specific to the proposed acquisition of DCS include, without limitation: the risk that the proposed transaction may
not close on the terms or timeline currently contemplated, or at all; the risk that due diligence, including the audit of DCS’s
financial statements under U.S. GAAP, may reveal information that adversely affects the terms or viability of the transaction; risks
related to DCS’s business, including its dependence on key automotive OEM customers, exposure to cyclical conditions in the global
automotive industry, potential liabilities associated with DCS’s operations and intellectual property, the ability to successfully
integrate DCS’s operations following closing, and the risk that anticipated financial benefits from the acquisition may not be
realized, including the risk that the business operations and strategies of DCS and Aspire may diverge. In addition, statements that
“we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based
upon information available to us as of the date of this press release, and while we believe such information forms a reasonable basis
for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted
an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain,
and you are cautioned not to rely unduly upon these statements. All information in this press release is as of the date of this press
release. The information contained in any website referenced herein is not, and shall not be deemed to be, part of or incorporated into
this press release.

 SOURCE:
Aspire Biopharma Holdings, Inc.

EX-10.1 · ex10-1.htm

EX-10.1
 2
 ex10-1.htm
 EX-10.1

 Exhibit
10.1

 PURCHASE
AGREEMENT

 between

 FireFish
TopCo, LLC

 and

 Aspire
Biopharma Holdings, Inc.

 Dated
as of June 10, 2026

 TABLE
OF CONTENTS

 Article I
 DEFINITIONS AND INTERPRETATIONS
 1

 Section
 1.01.
 Definitions
 1

 Article II
 CLOSING
 1

 Section
 2.01.
 Closing
 1

 Section
 2.02.
 Transferred
 Equity and Other Interests
 2

 Section
 2.03.
 Purchase
 Price
 2

 Section
 2.04.
 Allocation
 of Purchase Price
 3

 Section
 2.05.
 Transfer
 Taxes and Other Costs
 4

 Section
 2.06.
 Withholding
 Taxes
 4

 Section
 2.07.
 Delivery
 by Seller
 4

 Section
 2.08.
 Delivery
 by Purchaser
 5

 Article III
 REPRESENTATIONS AND WARRANTIES OF SELLER
 6

 Section
 3.01.
 Due
 Organization
 6

 Section
 3.02.
 Authority
 6

 Section
 3.03.
 Title
 to Transferred Equity Interests.
 6

 Section
 3.04.
 No
 Conflict; Governmental Authorizations
 7

 Section
 3.05.
 Financial
 Statements; Indebtedness
 8

 Section
 3.06.
 Absence
 of Certain Changes
 8

 Section
 3.07.
 Taxes.
 8

 Section
 3.08.
 Intellectual
 Property.
 9

 Section
 3.09.
 Legal
 Proceedings
 10

 Section
 3.10.
 Compliance
 with Laws; Permits.
 10

 Section
 3.11.
 Anti-Corruption
 and Trade Controls
 11

 Section
 3.12.
 Environmental
 Matters.
 11

 Section
 3.13.
 Benefit
 Plans.
 12

 Section
 3.14.
 Contracts.
 13

 Section
 3.15.
 Real
 Properties.
 14

 Section
 3.16.
 Labor
 and Employment.
 15

 Section
 3.17.
 Privacy
 Laws
 15

 Section
 3.18.
 Finder’s
 Fee
 15

 Section
 3.19.
 Insurance
 16

 Section
 3.20.
 Disclaimer
 of Other Representations and Warranties
 16

 Article IV
 REPRESENTATIONS AND WARRANTIES OF PURCHASER
 17

 Section
 4.01.
 Organization
 17

 Section
 4.02.
 Authority
 17

 Section
 4.03.
 No
 Conflict; Governmental Authorizations.
 17

 Section
 4.04.
 Litigation
 18

 Section
 4.05.
 Solvency
 18

 Section
 4.06.
 Finder’s
 Fee
 18

 Section
 4.07.
 Sufficient
 Funds
 18

 Section
 4.08.
 No
 Reliance.
 18

 i

 Article V
 CONDITIONS TO CLOSING
 20

 Section
 5.01.
 Conditions
 Precedent to Purchaser’s Obligations at the Closing
 20

 Section
 5.02.
 Conditions
 Precedent to Seller’s Obligations on the Closing Date
 21

 Article VI
 CERTAIN COVENANTS
 21

 Section
 6.01.
 Conduct
 of Business.
 21

 Section
 6.02.
 Certain
 Covenants Regarding the Transferred Entities
 23

 Section
 6.03.
 No
 Undue Interference
 23

 Section
 6.04.
 Publicity
 23

 Section
 6.05.
 Commercially
 Reasonable Best Efforts; Regulatory Approvals
 24

 Section
 6.06.
 Access.
 26

 Section
 6.07.
 Closing
 I/C Liabilities
 27

 Section
 6.08.
 R&W
 Insurance
 27

 Section
 6.09.
 Non-Competition;
 Non-Solicitation
 27

 Section
 6.10.
 Landlord
 Consents
 27

 Article VII
 POST-CLOSING COVENANTS
 28

 Section
 7.01.
 Access
 28

 Section
 7.02.
 Insurance
 28

 Section
 7.03.
 Payments
 from Third Parties
 28

 Section
 7.04.
 Tax
 Matters.
 28

 Section
 7.05.
 Transaction
 Expenses and Bonuses
 31

 Section
 7.06.
 PCAOB
 Audit Costs
 31

 Article VIII
 EMPLOYEE MATTERS
 31

 Section
 8.01.
 Employees.
 31

 Section
 8.02.
 Transferred
 Employees.
 32

 Section
 8.03.
 Other
 Employee Issues; Cooperation.
 33

 Article IX
 TERMINATION
 34

 Section
 9.01.
 Termination
 34

 Section
 9.02.
 Effect
 of Termination
 35

 Section
 9.03.
 Termination
 Fees.
 35

 Article X
 SURVIVAL AND INDEMNIFICATION
 36

 Section
 10.01.
 Survival
 36

 Section
 10.02.
 Losses
 37

 Section
 10.03.
 Indemnification.
 37

 Section
 10.04.
 Notification
 of Claims.
 37

 Section
 10.05.
 Exclusive
 Remedies
 39

 Section
 10.06.
 Additional
 Indemnification Provisions.
 39

 Section
 10.07.
 Mitigation
 40

 Section
 10.08.
 Tax
 Treatment of Indemnification Payments
 40

 ii

 Article XI
 MISCELLANEOUS
 40

 Section
 11.01.
 Financial
 Information and Projections.
 40

 Section
 11.02.
 Amendment
 and Modifications
 41

 Section
 11.03.
 Interpretation
 and Construction.
 41

 Section
 11.04.
 Waiver
 42

 Section
 11.05.
 Notices
 42

 Section
 11.06.
 Binding
 Effect; Assignment
 43

 Section
 11.07.
 Entire
 Agreement
 44

 Section
 11.08.
 Third
 Party Beneficiaries
 44

 Section
 11.09.
 Governing
 Law
 44

 Section
 11.10.
 Submission
 to Jurisdiction
 45

 Section
 11.11.
 Severability
 45

 Section
 11.12.
 Waiver
 of Jury Trial
 45

 Section
 11.13.
 Counterparts
 45

 Section
 11.14.
 Facsimile
 or .pdf Signature
 45

 Section
 11.15.
 No
 Presumption Against Drafting Party
 45

 Section
 11.16.
 Further
 Assurances
 46

 Section
 11.17.
 Specific
 Performance
 46

 Section
 11.18.
 Headings
 46

 Section
 11.19.
 Disclosure
 Schedules
 46

 Section
 11.20.
 Payment
 of Expenses
 46

 Section
 11.21.
 Non-Recourse
 47

 Section
 11.22.
 Publicity
 47

 Section
 11.23.
 Fulfillment
 of Obligations
 47

 iii

 Exhibits

 Exhibit
 A
 Definitions

 Exhibit
 B
 Allocation
 Schedule

 Exhibit
 C
 Local
 Transfer Documents

 Exhibit
 D
 Transition
 Services Agreement

 Exhibit
 E
 License
 Agreement

 Exhibit
 F
 Restricted
 Cash

 Annexes

 Annex
 A
 Sellers

 Annex
 B
 Intercompany
 Debt Restructuring

 Annex
 C
 Business
 Units

 Annex
 D
 French
 Acceptance Notice

 Schedules

 Schedule
 A
 Transfer
 of French Equity Interests

 Schedule
 B
 Gross
 Profit

 iv

 THIS
PURCHASE AGREEMENT (this “ Agreement ”), dated as of June 10, 2026, is entered into by and among FireFish TopCo,
LLC (the “ Seller ” and collectively with its Subsidiaries listed as Sellers on Annex A , the “ Sellers ”)
and Aspire Biopharma Holdings, Inc. (the “ Purchaser ”).

 W
I T N E S S E T H:

 WHEREAS,
the Transferred Entities and other Sellers currently conduct the Business;

 WHEREAS,
Sellers own, directly or indirectly, all of the issued and outstanding equity interests in the Transferred Entities;

 WHEREAS,
prior to the Closing, Seller intends to cause to be consummated each of the intercompany debt restructuring transactions set forth on
 Annex B that are intended to be consummated prior to the Closing (the “ Intercompany Debt Restructuring ”); and

 WHEREAS,
at the Closing, and following the completion of the Intercompany Debt Restructuring, (a) Seller desires to cause the applicable Sellers
to sell, and Purchaser desires to purchase or cause certain of its Affiliates to purchase, the Transferred Equity Interests and (b) Seller
and Purchaser desire to complete or cause to be completed the other transactions provided for herein with respect to the sale of the
Business to Purchaser, in each case subject to the conditions of this Agreement and the applicable Transaction Documents.

 NOW,
THEREFORE, in view of the foregoing premises and in consideration of the mutual covenants, agreements, representations and warranties
herein contained, the parties hereto agree as follows:

 Article
I

 DEFINITIONS
AND INTERPRETATIONS

 Section
1.01. Definitions. For purposes of this Agreement, except as otherwise
specifically provided in this Agreement, each capitalized term has the meaning given to it in Exhibit A attached hereto.

 Article
II

 CLOSING

 Section
2.01. Closing. Unless otherwise agreed by the Purchaser and Seller
in writing, the closing of the purchase and sale of the Transferred Equity Interests, the U.S. Enterprise and the KOP Enterprise (the
“ Closing ”) shall take place remotely via the electronic exchange of documents, at 10:00 A.M., New York City time,
on the date that is three (3) Business Days following the satisfaction of the conditions set forth in Section 5.01 and Section
5.02 (excluding those conditions to the extent permitted by applicable Law, waived at such time) have been satisfied or such other
date as the parties may mutually agree in writing. The date on which the Closing occurs is referred to in this Agreement as the “ Closing
Date .” For accounting and tax purposes, the Closing shall be deemed to take effect at 12:00 A.M., local time (in each country
in which a Business Unit is located), on the day immediately following the Closing Date, unless stipulated otherwise in the relevant
Local Transfer Documents.

 Section
2.02. Transferred Equity and Other Interests.

 (a)
 Transfers. Pursuant to the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller will cause
the applicable Sellers to sell, convey, assign and transfer to Purchaser, and Purchaser will (or will cause its designated Affiliates
to), (i) purchase, acquire and accept, the Transferred Equity Interests, the U.S. Enterprise and the KOP Enterprise, free and clear of
all Liens other than Permitted Liens and in accordance with the applicable Local Transfer Documents and (ii) complete the asset and liability
assignment and assumption transactions contemplated by the applicable Local Transfer Documents.

 (b)
 Transfer of French Equity Interests . Pursuant to the terms and subject to the conditions set forth in this Agreement and to Seller
sending a French Acceptance Notice to Purchaser pursuant the terms of Schedule A hereto, at the Closing, Seller will cause the
applicable Sellers to sell, convey, assign and transfer to Purchaser, and Purchaser will (or will cause its designated Affiliates to),
purchase, acquire and accept, the French Equity Interests, free and clear of all Liens other than Permitted Liens and in accordance with
the applicable Local Transfer Documents (the “ French Equity Transfer ”).

 (c)
 Local Transfer Documents. The transfer of each Business Unit set forth on Annex C will be effected pursuant to the applicable
transfer, assignment and assumption and other documents and instruments described or attached in respect of each such Business Unit on
 Annex C (each, a “ Local Transfer Document ”). Notwithstanding the foregoing, to the extent that the provisions
of a Local Transfer Document (including any provisions required by local Law to be included in the Local Transfer Document) are inconsistent
with, or (except to the extent they implement a transfer in accordance with this Agreement) additional to, the provisions of this Agreement
(or do not fully give effect to the provisions of this Agreement with respect to the transfer of the Transferred Equity Interests): (i)
the provisions of this Agreement shall prevail and (ii) so far as permissible under applicable Law of the relevant jurisdiction, Seller
and Purchaser shall cause the provisions of the relevant Local Transfer Document to be adjusted, to the extent necessary to give effect
to the provisions of this Agreement. With respect to businesses and the Transferred Entities domiciled in India, Mexico and Czech Republic,
the Purchaser shall have the right to assign all or portion of such purchases to Subsidiaries of the Purchaser at Closing; provided that,
Purchaser shall continue to remain responsible for all of its obligations hereunder with respect thereto (including as to payment of
the Closing Purchase Price).

 Section
2.03. Purchase Price.

 (a)
Subject to the terms and conditions of this Agreement, at the Closing, Purchaser shall pay or cause to be paid to the Seller (or one
or more of its designated other Sellers or Affiliates), in immediately available cash funds, in U.S. Dollars, by wire transfer to one
or more bank accounts designated in writing by the Seller at least two (2) Business Days prior to the Closing Date as directed by the
Seller in an amount equal to (i) $30,000,000.00 (the “ Purchase Price ”), plus (ii) $800,000 in respect of deferred
revenue of the Business Entities (it being acknowledged that such $800,000 represents an agreed upon fixed credit for such deferred revenue,
regardless of the actual amount of such deferred revenue), minus (iii) any Income Tax obligations of the Transferred Entities
net of any Income Tax receivables, minus (iv) Indebtedness of the Transferred Entities as of the Closing (such final amount, the
“ Closing Purchase Price ”).

 2

 (b)
No later than three (3) Business Days prior to the Closing, Seller shall deliver to Purchaser a statement setting forth, in reasonable
detail, the calculation of the Closing Purchase Price (such statement, the “ Closing Statement ”), such statement to
be prepared in good faith and in accordance with GAAP and the applicable definitions set forth in this Agreement. Purchaser shall have
two (2) Business Days after delivery of the Closing Statement to review and raise in writing any objections to the calculations therein
and Seller shall consider any such objections and consult with Purchaser in respect therewith in good faith; provided , however ,
no such objections with respect to the Closing Statement or any calculation contained therein shall prevent, delay or otherwise affect
Purchaser’s obligation to consummate the Closing, or constitute a condition to Closing or a basis for termination of this Agreement.

 Section
2.04. Allocation of Purchase Price.

 (a)
Purchaser and Seller agree that the Purchase Price shall be allocated among the Transferred Entities and/or Business Units as set forth
on Exhibit B (the “ Allocation Schedule ”). To the extent relevant under applicable Tax Law, the Purchase Price
associated with each Transferred Entity and/or Business Unit shall be further allocated among the assets of such Transferred Entities
in a manner consistent with Section 1060 of the Code (including the Treasury Regulations thereunder), the Allocation Schedule and this
 Section 2.04 .

 (b)
Within ninety (90) calendar days after the Closing, Seller shall deliver a draft of the allocation of the Purchase Price associated with
an applicable Transferred Entity among the assets of such Transferred Entity (the “ Proposed Allocation ”) to Purchaser.
Except as provided in subparagraphs (c) and (d) of this Section 2.04 , at the close of business on the sixtieth (60) calendar day
after delivery of the Proposed Allocation, the Proposed Allocation shall become binding upon Purchaser and Seller as the “ Allocation .”

 (c)
Purchaser shall raise any objection (so long as such objection is reasonable) to the Proposed Allocation in writing within sixty (60)
calendar days of the delivery of the Proposed Allocation. Purchaser and Seller shall negotiate in good faith to resolve any dispute within
thirty (30) calendar days after delivery of the Proposed Allocation. If Purchaser and Seller resolve all such disputes concerning the
Proposed Allocation within thirty (30) calendar days after its delivery, the Proposed Allocation, as amended to reflect such resolution,
shall become binding upon Purchaser and Seller as the Allocation.

 (d)
If Purchaser and Seller cannot agree on the Allocation within thirty (30) calendar days after delivery of the Proposed Allocation, then
all remaining disputed items shall be submitted for resolution by the Accountant. Purchaser and Seller shall submit a written proposal
to the Accountant and instruct them to make a final determination as to the disputed items within thirty (30) calendar days after such
submission. The Proposed Allocation shall be amended in accordance with the findings of such Accountant, and the Proposed Allocation,
as so amended, shall become binding upon Purchaser and Seller as the Allocation. The fees, costs and expenses of the Accountant shall
be borne by Purchaser.

 3

 (e)
The Allocation shall be amended to reflect any adjustments (including those described in this Section 2.04 ) to the Purchase Price
under this Agreement, and any other adjustments mutually agreed to between the parties. Each of Seller, Purchaser and their respective
Affiliates shall prepare and file its Tax Returns (including IRS Form 8594) on a basis consistent with the Allocation and Allocation
Schedule, and shall take no position inconsistent with the Allocation (or Allocation Schedule, as applicable) on any Tax Return or in
any proceeding before any Taxing Authority or otherwise, except as required by applicable Law. In the event that the Allocation or Allocation
Schedule is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other party hereto.

 Section
2.05. Transfer Taxes and Other Costs.

 (a)
All Transfer Taxes that may be imposed or assessed as a result of the execution of this Agreement or the Ancillary Agreements (or in
connection with the transfer of the Transferred Entity and/or Business Unit to Purchaser or its Affiliates), together with any interest,
additions or penalties with respect thereto shall be borne and paid in full by Purchaser when due in compliance with applicable Transfer
Tax Laws; provided , however , that if Seller determines (in its sole reasonable discretion) that it is required by applicable
Law to pay any Transfer Taxes, then Seller shall pay such Transfer Taxes, and Purchaser shall, subject to receipt of reasonably satisfactory
evidence of Seller’s payment thereof, promptly reimburse Seller in dollars (or, at Seller’s request, reimburse Seller in
local currency), whether or not such Transfer Taxes were correctly or legally imposed by the applicable Taxing Authority.

 (b)
Seller and Purchaser shall file all Tax Returns required to be filed with respect to all Transfer Taxes, and, if required by applicable
Law, the parties will, and will cause their Affiliates to, join in the execution of any such Tax Returns.

 Section
2.06. Withholding Taxes. Purchaser is permitted to withhold amounts
from the Purchase Price as required under applicable Tax Law. However, at least five (5) days before the expected withholding, Purchaser
shall deliver a schedule of expected withholding amounts to Seller. Furthermore, Purchaser shall reasonably cooperate with Seller to
reduce the amount of withholding Taxes imposed on the payment of the Purchase Price, including by executing and filing any forms or certificates
reasonably required to claim an available reduced rate of, or exemption from, withholding Taxes.

 Section
2.07. Delivery by Seller. At the Closing, Seller will deliver
or cause to be delivered to Purchaser (unless delivered previously), the following:

 (a)
the officer’s certificate referred to in Section 5.01(c) hereof;

 (b)
the Local Transfer Documents and/or transfer instruments, as applicable, required for effecting the sale of the equity or business of
each Business Unit, substantially as described on or attached to Exhibit C ;

 (c)
the Transition Services Agreement in the form of Exhibit D hereto with such service schedules and pricing as mutually agreed between
Purchaser and Seller prior to the Closing Date (the “ Transition Services Agreement ”) and duly executed by Seller;
provided, however, that the execution of the Transition Services Agreement shall not constitute a condition to Closing, and the failure
of the parties to finalize or execute the Transition Services Agreement prior to the Closing Date shall not delay or prevent the consummation
of the Closing;

 4

 (d)
a duly executed license agreement (the “ License Agreement ”) in the form of Exhibit E granting Purchaser a perpetual,
royalty-free license to utilize the trademarks set forth therein in connection with the Business;

 (e)
a duly executed certificate of a secretary or other authorized signatory of each Seller enclosing a copy of (i) resolutions of its board
of directors (or other applicable body) authorizing each Seller to enter into this Agreement and the other Transaction Documents and
to consummate the Transactions and (ii) its good standing certificate;

 (f)
consents or notifications of all workers’ counsels and labor unions required in connection with the Transactions;

 (g)
resignations of all directors and officers of any of the Transferred Entities that are not Business Employees;

 (h)
a duly executed IRS Form W-9 of Seller; and

 (i)
counterparts of all other Ancillary Agreements to which any Seller or any Transferred Entity is a party, duly executed by such Seller
or such Transferred Entity, as applicable

 Section
2.08.

 Delivery
by Purchaser. At the Closing, Purchaser will deliver or cause to be delivered to Seller or, as designated by Seller, one or more
of Seller’s Affiliates (unless previously delivered), the following:

 (a)
the Closing Purchase Price;

 (b)
the officer’s certificate referred to in Section 5.02(c) hereof;

 (c)
the Local Transfer Documents and/or transfer instruments, as applicable, required for effecting the sale of the equity or business of
each Business Unit, substantially as described on or attached to Exhibit C ;

 (d)
a duly executed certificate of a secretary or other authorized signatory of Purchaser enclosing a copy of (i) resolutions of its board
of directors (or other applicable body) authorizing Purchaser to enter into this Agreement and the other Transaction Documents and to
consummate the Transactions and (ii) a certificate of the appropriate Governmental Authority certifying the status or good standing,
if applicable, of Purchaser in its jurisdiction of incorporation, or the equivalent of the documents referred to in clauses (i) and (ii)
above under applicable Law governing Purchaser; and

 (e)
counterparts of all other Ancillary Agreements to which Purchaser or any Purchaser Affiliate is a party, duly executed by Purchaser or
such Purchaser Affiliate, as applicable.

 5

 Article
III

 REPRESENTATIONS
AND WARRANTIES OF SELLER

 Except
as set forth in the Disclosure Schedules and subject to Section 11.19 , each Seller represents and warrants to Purchaser as follows:

 Section
3.01. Due Organization. Each Seller and Transferred Entity is
duly organized, validly existing and, where such concept or a functional equivalent is recognized in the applicable jurisdiction, in
good standing under the Laws of its jurisdiction of organization, except where such failure to be in good standing would not have a Material
Adverse Effect. Each Seller and Transferred Entity (i) has all requisite power and authority under its organizational documents to own,
lease and operate its properties and assets related to the Business and to conduct the Business conducted by such entity as it is currently
conducted and (ii) is duly qualified or otherwise authorized to do business in each of the jurisdictions in which the ownership, operation
or leasing of the assets held by a Transferred Entity by such entity and the conduct of the Business conducted by such entity requires
such entity to be so qualified or otherwise authorized, except, in the case of clauses (i) and (ii), as would not have a Material Adverse
Effect.

 Section
3.02. Authority. Each Seller has full power and authority to execute
and deliver this Agreement and to consummate, or cause to be consummated, the transactions contemplated hereby. Each Seller has, or will
have at the Closing, full power and authority to execute and deliver each other Transaction Document to which it is or will be a party
and to consummate, or cause to be consummated, the transactions contemplated by each of the other Transaction Documents to which it is
or will be a party. The execution, delivery and performance by each Seller of the Transaction Documents to which such Seller is a party
and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action
on the part of such Seller, and no other corporate or other proceedings on the part of such Seller are necessary to authorize the execution,
delivery and performance by such Seller of such Transaction Documents or to consummate the transactions contemplated hereby or thereby.
This Agreement has been, and upon their execution the other Transaction Documents shall have been, duly executed and delivered by each
Seller party thereto, and, assuming due authorization and delivery by Purchaser and, if applicable, its Affiliates, this Agreement constitutes,
and assuming due authorization and delivery by the other parties thereto, upon their execution the other Transaction Documents shall
constitute, a valid and binding obligation of such Seller, enforceable against such Seller, in accordance with their respective terms,
except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium, civil claw-back actions and other similar
Laws now or hereafter in effect relating to or affecting creditors’ rights generally or by general equitable principles (regardless
of whether such enforceability is considered in a proceeding in equity or at law) (collectively, the “ Enforceability Exceptions ”).

 Section
3.03. Title to Transferred Equity Interests.

 (a)
 Schedule 3.03(a) sets forth, as of the date of this Agreement, the number of authorized, issued and outstanding equity interests
of the Transferred Entities and the jurisdiction of incorporation or legal organization of the Transferred Entities. Except as set forth
in Schedule 3.03(a) , there are no other authorized, issued or outstanding shares of capital stock or other equity interests of
the Transferred Entities.

 6

 (b)
The Transferred Equity Interests have been duly authorized and validly issued and are fully paid and non-assessable. Other than this
Agreement, no Transferred Entity is a party to or subject to any contract or obligation wherein any third party has, or will have, a
right, option or warrant to purchase or acquire any rights in any additional equity interests of such Transferred Entity. None of the
Transferred Equity Interests was issued in violation of any preemptive rights, rights of first offer, rights of first refusal or similar
rights. Each Seller of the Transferred Equity Interests is the record and legal and beneficial owner of, and has good and valid title
to, the Transferred Equity Interests that it owns, free and clear of any and all Liens, other than Permitted Liens. There are no options,
warrants, call rights, equity holder agreements, voting trusts or proxies or other instruments, agreements or understandings in effect
with respect to the sale, issuance, redemption or voting of any shares of capital stock, membership interests or other equity interests
of the Transferred Entities (including the Transferred Equity Interests), or any securities or other instruments convertible into, exchangeable
for, evidencing the right to purchase, or otherwise requiring the Transferred Entities to make a payment or otherwise provide value or
benefits, in each case, in respect of the value of, any shares of capital stock or other equity interests in the Transferred Entities.
The Transferred Entities do not have any obligations for payment in respect of any stock appreciation, phantom stock, profit participation
or similar rights.

 (c)
No Transferred Entity, directly or indirectly, owns, of record or beneficially, any shares of capital stock or other equity interests
of any other Person.

 (d)
No Transferred Entity has any option, warrant, call or right to purchase or acquire any rights in any shares of capital stock or other
equity interests of any other Person, or any interest convertible into, or exercisable or exchangeable for, any capital stock or other
equity interest of any other Person.

 Section
3.04. No Conflict; Governmental Authorizations.

 (a)
The execution and delivery by each Seller of the Transaction Documents to which it is a party and the consummation by such Seller of
the transactions contemplated hereby and thereby do not and will not, as applicable, (i) violate or conflict with any organizational
documents of such Seller or Transferred Entity, as applicable, in any material respect, (ii) violate, conflict with or result in a breach
of, or constitute a default by (or create an event which, with notice or lapse of time or both, would constitute a default by) such Seller
or Transferred Entity, as applicable, or give rise to a right of termination, cancellation or acceleration of any obligation or loss
of a benefit under any Material Contract, (iii) result in the creation of any Lien (except for Permitted Liens) upon a Transferred Entity
or a Seller’s interest in the Transferred Equity Interests, or (iv) subject to the matters described in Section 3.04(b) ,
violate or result in a breach of any Governmental Order or Law applicable to a Transferred Entity, in each case except for filings that
may be required as a result of facts specific to Purchaser and except as set forth on Schedule 3.04(a) and, in the case of clauses
(ii) and (iii), except as would not have a Material Adverse Effect.

 7

 (b)
Except as set forth on Schedule 3.04(b) , no consent of, or registration, declaration, notice or filing with, any Governmental
Authority is required to be obtained or made by any Seller in connection with the execution, delivery and performance of the Transaction
Documents to which it is a party or the consummation of the transactions contemplated hereby and thereby, other than such consents, registrations,
declarations, notices or filings that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect on,
or materially delay, the ability of the Purchaser Parties to consummate the transactions contemplated by this Agreement and the other
Transaction Documents.

 Section
3.05. Financial Statements; Indebtedness.

 (a)
 Schedule Section 3.05(a) sets forth the unaudited balance sheets and the related unaudited statements of operations, stockholders’
equity and cash flows of the Transferred Entities as of and for the (i) 12-month period ended December 31, 2024, and (ii) 9-month period
ended September 30, 2025 (the “ Financial Statements ”). Except as set forth on Schedule 3.05 , the amounts included
in the Financial Statements are derived from the books and records of the Business, which are kept in the ordinary course of the Business
and in accordance with Seller’s accounting policies and practices. The Financial Statements fairly present, in all material respects,
the financial condition of the Business as of such dates.

 (b)
 Schedule Section 3.05(b) sets forth all Indebtedness of the Transferred Entities.

 Section
3.06. Absence of Certain Changes. Except as set forth on Schedule
3.06(b) , between January 1, 2025 and the date hereof, except as required by this Agreement and the other Transaction Documents, (i)
each of the Business Entities has operated the Business in the Ordinary Course of Business in all material respects; (ii) each of the
Business Entities has conducted its collection of accounts receivable and the payment of accounts payable and accrued expenses and management
of working capital in the Ordinary Course of Business; and (iii) there have not been any events or occurrences that have resulted in
a Material Adverse Effect.

 Section
3.07. Taxes.

 (a)
All material Tax Returns that are required to be filed with respect to the Transferred Entities have been timely filed (taking into account
any applicable extensions). All such Tax Returns were correct and complete in all material respects and were prepared and filed in material
compliance with all applicable Laws.

 (b)
All material Taxes with respect to the Transferred Entities that are due and payable have been paid, except for Taxes being contested
in good faith through appropriate proceedings or Taxes for which adequate reserves have been established in the accounting books and
records.

 (c)
Each Transferred Entity has duly and timely withheld (or caused to be duly and timely withheld) all material amounts required to be deducted
or withheld with respect to any amounts payable to any employee, independent contractor, client, creditor or customer and has timely
paid to the appropriate authorities all such deducted or withheld amounts.

 (d)
There is no Lien for material Taxes upon any of the Transferred Entities other than Permitted Liens.

 8

 (e)
Except as set forth on Schedule 3.07(e) , no actions, claims, audits, administrative proceedings or court proceedings with regard
to material Taxes or the Tax Returns referred to in Section 3.07(a) are currently pending, and all deficiencies asserted or assessments
made, if any, as a result of such examinations have been paid in full, unless the validity or amount thereof is being contested by such
Transferred Entity or its Affiliates in good faith by appropriate action.

 (f)
No written agreement or other document extending, or having the effect of extending, the period of assessment, deficiency or collection
of any material Taxes payable by any Transferred Entity is in effect as of the date hereof, and no Transferred Entity is, as of the date
hereof, the beneficiary of any extension of time (other than an automatic extension of time not requiring the consent of the applicable
Governmental Authority) within which to file any Tax Return not previously filed.

 (g)
No Transferred Entity is a party to any Tax allocation or Tax sharing agreements, other than lease, financing, or other agreements or
arrangements entered into in the Ordinary Course of Business whose principal purpose is other than Tax matters.

 (h)
Notwithstanding anything to the contrary in this Agreement or any other Transaction Document, the representations and warranties contained
in this Section 3.07 constitute the sole representations and warranties of Seller with respect to Taxes. Nothing in this Section
3.07 shall be construed as providing a representation with respect to any Post-Closing Tax Period.

 Section
3.08. Intellectual Property.

 (a)
 Schedule 3.08(a) sets forth a list of all Intellectual Property owned by the Business Entities (the “ Owned IP ”),
that is registered or subject to a pending application for registration for the following: (i) patents, (ii) trademarks, (iii) copyrights
and (iv) domain names (collectively, “ Registered IP ”). Each item of Registered IP is subsisting, and to the Seller’s
Knowledge, valid and enforceable; all necessary registration, maintenance and renewal fees currently due in connection with any Registered
IP has been paid and all necessary documents and certificates in connection therewith have been filed with the relevant patent, copyright,
trademark or other authorities in the United States or foreign jurisdictions, as the case may be, for the purposes of maintaining such
Registered IP.

 (b)
Except as set forth on Schedule 3.08(b) , the Business Entities are the exclusive owner of all right, title and interest in and
to the Owned IP, free and clear of all Liens other than Permitted Liens, subject only to non-exclusive licenses granted to (i) customers
in the Ordinary Course of Business, (ii) other third parties under a settlement or (iii) entities and businesses previously divested
by Seller to operate such divested entities and businesses. Each of the Business Entities has taken commercially reasonable steps to
protect and maintain the confidentiality of trade secrets included in the Owned IP.

 (c)
Except as would not be material to the Business, taken as a whole, (i) the conduct of the Business as currently conducted does not infringe,
misappropriate, dilute or otherwise violate the IP Rights of another Person and (ii) to the Knowledge of Seller, no Person is infringing,
misappropriating, diluting or otherwise violating any Owned IP. No Business Entity has, in the last three (3) years, received any written
charge, complaint, claim, demand, or notice alleging any such infringement, misappropriation or violation, or challenging the ownership
by any Business Entity of or the validity or enforceability of any Owned IP.

 9

 (d)
Except as would not be material to the Business, to the Knowledge of Seller, no material software included in the Owned IP incorporates
any open source code in any software that is licensed or made available, or intended to be licensed or made available, to third parties
in a manner that would (i) require the contribution, sale, licensing, provision or public disclosure to any Person of any source code
for such software, or (ii) impose limitations on Purchaser’s or the Transferred Entities’ right to require royalty payments
from or restrict further distribution of such software. Except (i) as set forth on Schedule 3.08(d) , no Person other than the
Business Entities (or their Affiliates) has accessed or possessed (or has any current or contingent right to access or possess) any material
proprietary source code included in the Owned IP (except for disclosures to employees, contractors or consultants under binding written
agreements, or under a statutory, common law or contractual duty of confidentiality, that prohibit use or disclosure except in the performance
of services to a Seller).

 (e)
Except as would not be material to the Business, taken as a whole, none of the Business Entities is a party to any pending or, to the
Knowledge of Seller, threatened Action or Governmental Order (i) alleging that the operation of the Business, infringes, misappropriates,
dilutes or otherwise violates the IP Rights of any Person or (ii) challenging the ownership, validity, patentability, enforceability,
registrability or use of any Intellectual Property.

 (f)
No current of former employee or service provider has retained any rights, licenses, claims or interest whatsoever with respect to any
Intellectual Property developed by him or her for any Business Entity, and each such employee and service provider has executed an assignment
of inventions assigning all rights to any Intellectual Property developed by him or her for any Business Entity to such Business Entity
or such ownership rights have otherwise vested in the Business Entity by operation of Law.

 Section
3.09. Legal Proceedings. Except as set forth on Schedule 3.09
(the “ Current Litigation ”), as of the date hereof, there are no Actions pending against or, to the Knowledge of Seller,
threatened in writing against, any Business Entity. None of the Business Entities is subject to any Governmental Order and, to the Knowledge
of Seller, there are no Governmental Orders threatened to be imposed, in each case, except as would not have a Material Adverse Effect.
This representation and warranty does not apply to Tax matters, which are the subject of Section 3.07 , Intellectual Property matters,
which are the subject of Section 3.08 , or Actions under Environmental Laws, which are the subject of Section 3.12 .

 Section
3.10. Compliance with Laws; Permits.

 (a)
Except as set forth on Schedule 3.10(a) and except for non-compliance or violations that would not have a Material Adverse Effect,
(i) the Business has been, since January 1, 2022, conducted at all times in compliance with all Laws and Governmental Orders applicable
to the Business, and (ii) none of the Business Entities has received, since January 1, 2022, any written notice of any violation or alleged
violation by the Business of any such Law or Governmental Order.

 10

 (b)
Except as set forth on Schedule 3.10(b) , (i) The Business Entities have all Permits that are necessary to conduct the Business
as currently conducted, (ii) all such Permits are in full force and effect, (iii) the Business is not being conducted in violation or
default of such Permits, (iv) none of the Business Entities is in receipt of any written notification that any Governmental Authority
is threatening to revoke any such Permit, (v) all such Permits were lawfully obtained in each of the foregoing clauses (i) through (iii)
other than any exceptions as would not have a Material Adverse Effect.

 (c)
Notwithstanding the foregoing, the representations and warranties contained in this Section 3.10 do not apply to Intellectual
Property, Taxes, environmental matters, Benefit Plans or employee benefits.

 Section
3.11. Anti-Corruption and Trade Controls. Since January 1, 2022,
the Business and each of its officers, directors, employees, and to the Knowledge of Seller, agents, distributors, and other individuals
or entities acting for or on behalf of the Business (collectively, the “ Relevant Persons ”) have not directly or indirectly
violated any provision of the U.S. Foreign Corrupt Practices Act of 1977 (as amended) or any other anti-corruption or anti-bribery Laws
or regulations applicable to the Business (collectively, “ Anti-Corruption Laws ”). To the Knowledge of Seller, since
January 1, 2022, each of the Business’s officers, directors, employees and the Relevant Persons have not in the course of their
actions for, or on behalf of, the Business engaged directly or indirectly in transactions prohibited by any Law administered by the U.S.
Treasury Department Office of Foreign Assets Control, or by any other applicable economic or trade sanctions Law (collectively, “ Sanctions ”).

 Section
3.12. Environmental Matters.

 (a)
Except as set forth on Schedule 3.12(a) and except as would not have a Material Adverse Effect:

 (i)
each Seller, with respect to the Business, is in compliance with all, and since January 1, 2022 has not violated any, Environmental Laws,
except where such violation has been resolved;

 (ii)
each Seller, with respect to the Business, has obtained and is in compliance with all, and since January 1, 2022 has not violated any,
Permits required pursuant to Environmental Law to conduct the Business as currently conducted, except where such failure to obtain or
such violation has been resolved;

 (iii)
as of the date hereof, none of the Business Entities has received a written order, complaint or penalty, since January 1, 2022 or which
otherwise has not been resolved, that alleges with respect to the Business a violation of, or liability under, any Environmental Law,
the substance of which has not been resolved;

 (iv)
as of the date hereof, there is no Action pending or, to the Knowledge of Seller, threatened in writing by a third party against any
Seller with respect to the Business Unit or relating to the Transferred Entities alleging a liability under any Environmental Law; and

 11

 (v)
none of the Business Entities is currently investigating or remediating any liability pursuant to Environmental Law concerning any Release
of Hazardous Materials by any Seller with respect to the Business.

 (b)
The representations and warranties in this Section 3.12 are the sole and exclusive representations and warranties of the Seller
regarding environmental matters.

 Section
3.13. Benefit Plans.

 (a)
 Schedule 3.13(a) sets forth a complete and correct list of each material Seller Benefit Plan and identifies any such Seller Benefit
Plan that is sponsored or maintained by a Transferred Entity and/or Business Unit.

 (b)
With respect to each material Seller Benefit Plan, the Seller has made available to Purchaser true, current and complete copies of, as
applicable: (i) the most recent plan document (and all amendments thereto) or a written description of the terms of any unwritten plan;
(ii) the most recent IRS determination or opinion letter; (iii) the most recently filed IRS Forms 5500; and (iv) the most recent summary
plan description and any summaries of material modi¬fications with respect thereto.

 (c)
Neither the Seller nor any Transferred Entity has any obligation under any Seller Benefit Plan to provide post-employment medical, health,
life insurance or other welfare-type benefits to any Business Employees or their beneficiaries, except for continuation coverage required
to be provided under Part 6 of Subtitle B of Title I of ERISA, Section 4980B of the Code, and any similar state Law.

 (d)
No Seller Benefit Plan is, and neither the Seller nor any Transferred Entity maintains, sponsors, contributes (or is required to contribute)
to, or has any material Liability under or with respect to, any: (i) “defined benefit plan” (as defined in Section 3(35)
of ERISA); (ii) “multiemployer plan” (as defined in Section 3(37) of ERISA); (iii) multiple employer welfare arrangement
(as defined in Section 3(40) of ERISA); or (iv) multiple employer plan as described in Section 413(c) of the Code.

 (e)
With respect to each Seller Benefit Plan, all payments, premiums, contributions or reimbursements for all periods ending prior to or
as of the Closing that are required to be made with respect to the relevant Business Employees have been made within the time periods
prescribed by applicable Laws in all material respects.

 (f)
Each Seller Benefit Plan and each related trust, insurance contract and fund have been maintained, funded and administered in compliance
in all material respects with their terms and with the applicable provisions of ERISA, the Code, and the requirements of other applicable
Laws. There are no actions, suits or proceedings (other than routine claims for benefits) pending or, to the Knowledge of Seller, threatened
in writing with respect to any Seller Benefit Plan that would reasonably be expected to result in any Liability to Purchaser or its Affiliates
following the Closing, as applicable, in respect of any Business Employees.

 12

 (g)
Each Seller Benefit Plan that is intended to be qualified under Section 401(a) of the Code has received a current favorable determination
letter or opinion letter from the IRS upon which the Seller is currently entitled to rely, and, to the Knowledge of Seller, there are
no circumstances that would reasonably be expected to adversely affect the qualified status of any such Seller Benefit Plan.

 (h)
Neither the execution or delivery of this Agreement nor the consummation of the Transactions (and without regard to any compensatory
arrangements entered into between Purchaser or its Affiliates and any Business Employee) will entitle any Business Employee to any payment,
or accelerate the time of payment or vesting, or increase the amount of compensation or benefits due to any Business Employee. The consummation
of the Transactions (and without regard to any compensatory arrangements entered into between Purchaser or its Affiliates and any Business
Employee) is not reasonably expected to result in the payment of any compensatory amount to any Business Employee that would be characterized
as an “excess parachute payment” under Section 280G of the Code.

 Section
3.14. Contracts.

 (a)
 Schedule 3.14(a) sets forth a complete list of the following Contracts (other than purchase orders and invoices entered into in
the Ordinary Course of Business) to which the Business Entities are a party to or otherwise bound by (other than any Contract that constitutes
an Ancillary Agreement and other than any Seller Benefit Plan), as of the date hereof:

 (i)
any lease (whether of real or personal property) requiring (A) annual rentals of $500,000 or more or (B) aggregate payments by Transferred
Entities and/or Business Units of $500,000 or more;

 (ii)
that (A) limits or purports to limit the ability of the Business to compete in any line of business, service or product or within any
industry or geographical area, (B) grants any right of first refusal, right of first offer or similar right to acquire exclusive rights
or ownership with respect to any service, product or Intellectual Property and/or (C) grants “most favored nation” or similar
rights to any Person, in the case of clauses (B) and (C) other than Contracts entered into in the Ordinary Course of Business;

 (iii)
that expressly creates a partnership or joint venture involving an investment or any sharing or profits, losses, costs or liabilities
by the Business with any other Person other than another Transferred Entity and/or Business Unit;

 (iv)
under which any Transferred Entity and/or Business Unit has an outstanding obligation or liability, including any continuing indemnification
obligation and any “earn-out” or similar contingent payment obligation, relating to the acquisition or disposition of any
business or entity (whether by merger, sale of stock, sale of assets or otherwise);

 (v)
for the purchase of materials, supplies, goods, equipment or services under which payments in excess of $500,000 were made by or on behalf
of the Business during calendar year 2025, other than any Material Contract that can be terminated by any Seller or any Transferred Entity
and/or Business Unit at will without premium or penalty on less than ninety (90) days’ notice;

 13

 (vi)
for goods and services provided by the Business under which the amount billed by the Business exceeded $750,000 during fiscal year 2025,
other than any Material Contract that can be terminated at will without premium or penalty on less than ninety (90) days’ notice;

 (vii)
relating to indebtedness having an outstanding principal amount, or the making of guarantees or loans by any Transferred Entity and/or
Business Unit, in each case, involving amounts in excess of $500,000;

 (viii)
that requires any outstanding capital commitment or capital expenditure by any Transferred Entity and/or Business Unit in respect of
the Business of $250,000 or more, in the aggregate, other than any Material Contract that can be terminated by any Seller or any Transferred
Entity and/or Business Unit at will without premium or penalty on less than ninety (90) days’ notice;

 (ix)
that grants to any Transferred Entity and/or Business Unit (A) ownership or exclusive rights to material Intellectual Property or (B)
any other license to material Intellectual Property used in the Business, other than non-exclusive, commercially available software licenses
with annual fees of less than $1,000,000; and

 (x)
reflecting a settlement of any threatened or pending Action containing continuing obligations or restrictions on the Business or any
Transferred Entity and/or Business Unit.

 The
Material Contracts required to be set forth on Schedule 3.14(a) are collectively referred to herein as the “ Material
Contracts .”

 (b)
Seller has delivered to Purchaser, in all material respects, true and correct copies of each of the Material Contracts, together with
any material amendments, modifications or supplements thereto. Except as set forth on Schedule 3. 14(b), (i) Each Material Contract
is in full force and effect and is a valid and binding agreement of the Seller or the Business Entity party thereto, enforceable in accordance
with its terms, subject to the Enforceability Exceptions, (ii) none of the Business Entities or, to the Knowledge of Seller, any counterparty
to a Material Contract is in breach of or default thereunder to which it is a party, (iii) none of the Business Entities has received
from any counterparty any written notice of termination under any Material Contract, and (iv) to the Knowledge of Seller, no event has
occurred that would result in a breach or default under any Material Contract by any Seller or any Business Entity, in each case except
as would not have a Material Adverse Effect.

 Section
3.15. Real Properties.

 (a)
 Schedule 3.15(a) includes a true and complete list of all owned Real Property and leased Real Property which any of the Business
Entities, as of the Closing will own, lease (as tenant) or sublease (as subtenant) (the “ Real Property ”).

 14

 (b)
The Real Property constitutes all the real property that is used or held for use primarily in the conduct of the Business as currently
conducted. No Person other than Seller or the Business Entities has the right to use the Real Property. Since January 1, 2022, the Seller
or the relevant Business Entity has not received written notice from any Governmental Authority of (i) any pending condemnation proceedings
with respect to any Real Property, or (ii) any violation in any material respect of any local planning, zoning or similar land use restrictions
of any Governmental Authority. To the Knowledge of Seller, all of the buildings, structures, appurtenances and other improvements situated
on any Real Property have been maintained in good condition in all material respects in accordance with the usual business practices
of Seller or the relevant Business Entity.

 (c)
Except as set forth on Schedule 3.15(c) , Seller, or one of its Affiliates, as the case may be, has legal title to, or in the case
of any leased Real Property that constitutes Real Property or personal property to the extent related to the Business, has valid leasehold
interests (or the right to occupy the Real Property under a services agreement or license) in the Ordinary Course of Business.

 Section
3.16. Labor and Employment.

 (a)
 Schedule 3.16(a) contains a complete and correct list, as of the date of this Agreement, of each Collective Bargaining Agreement.
Since January 1, 2022, there have been no (i) labor strikes, work stoppages or lockouts pending or, to the Knowledge of Seller, threatened
in writing against any Seller by or on behalf of any Business Employee, (ii) unfair labor practice charges or material grievances pending,
or to the Knowledge of Seller, threatened in writing against any Seller by or on behalf of any Business Employee before any applicable
Governmental Authority, or (iii) to the Knowledge of Seller, labor organizing campaigns seeking to authorize representation of any Business
Employee by any labor union.

 (b)
Since January 1, 2022, none of the Business Entities, solely with respect to the Business, has conducted any “mass layoff”
or “plant closing” that required the issuance of notice under the Worker Adjustment and Retraining Notification Act of 1988
and any similar U.S. state or local Law.

 Section
3.17. Privacy Laws. Except as set forth on Schedule 3.17
and except as would not have a Material Adverse Effect, each of the Business Entities, with respect to the Business has, since January
1, 2022, complied in all material respects with all applicable Privacy Laws. Each of the Business Entities has, with respect to the Business,
taken adequate steps consistent with normal industry practices and appropriate to the risks of individuals to (i) maintain and protect
the integrity, continuous operation and security of all IT assets used in the Business and (ii) secure the data related to the Business
from loss, corruption, unauthorized access or unauthorized use by any Person, and to the Knowledge of Seller, there have been no breaches,
violations, outages or unauthorized or accidental access to or use or loss of the foregoing, other than those that were resolved without
material cost, material liability or the duty to notify any Person. Since January 1, 2022, none of the Business Entities has received
a material complaint from any Person in relation to the processing of Personal Information relating to the Business or a written communication
from any Governmental Authority that such Seller is acting or has acted in material breach of or is otherwise being investigated or is
the subject of enforcement action in respect of a breach of any Privacy Laws with respect to the Business.

 Section
3.18. Finder’s Fee. Other than as set forth on Schedule
3.18 , none of the Sellers or Business Entities has incurred any liability to any Person for any brokerage or finder’s fee or
agent’s commission, or the like, in connection with the transactions contemplated by this Agreement or the other Transaction Documents.

 15

 Section
3.19. Insurance. Schedule 3.19 sets forth a complete list of all
material insurance policies that insure the Business Entities. The Business Entities and the Business are insured in amounts no less
than as required by applicable Law and any Material Contract, other than any failure to be so insured that would not have a Material
Adverse Effect. All such insurance policies are in full force and effect, in all material respects, and all premiums due and payable
on such insurance policies have been timely paid, in all material respects. None of the Business Entities is in breach or default, and
none of the Business Entities has taken any action or failed to take any action which, with notice or the lapse of time, would constitute
such a breach or default, or permit termination or modification, of any such insurance policies. No notice of cancellation, termination
or non-renewal has been received by any of the Business Entities with respect to any such insurance policies. This Section 3.19
shall not apply to any Benefit Plan or any other employee benefit plan or arrangement.

 Section
3.20. Disclaimer of Other Representations and Warranties. Except
as expressly set forth in this Article III (as modified by the Disclosure Schedules), the certificates delivered pursuant to Section
2.07(a) and Section 2.07(e) and the other Transaction Documents, none of the Sellers, Business Entities nor any Affiliate
of the Sellers or the Business Entities nor any of their respective officers, employees, agents or representatives makes or has made
any representation or warranty, express or implied, at law or in equity, with respect to the Business, the Business Units, the Transferred
Equity Interests or the past, present or future condition of any of the assets, liabilities or operations, or the past, current or future
profitability or performance, individually or in the aggregate, of the Business, the Business Entities, the Business Units, the Transferred
Equity Interests or any other matter, and Seller, on behalf of itself and the Business Entities and their respective Affiliates, successors,
assigns, officers, directors, managers and advisors, specifically disclaims any such other representations or warranties. Except for
the representations and warranties expressly set forth in this Article III (as modified by the Disclosure Schedules), the certificates
delivered pursuant to Section 2.07(a) and Section 2.07(e) and the other Transaction Documents, Seller, on behalf of itself
and the Sellers, Business Entities and their respective Affiliates, successors, assigns, officers, directors, managers and advisors,
hereby disclaims all liability and responsibility for all projections, forecasts, estimates, financial statements, financial information,
appraisals, statements, promises, advice, data or information made, communicated or furnished (orally or in writing, including electronically)
to Purchaser or any of Purchaser’s Affiliates or any representatives of Purchaser or any of its Affiliates, including omissions
therefrom. Without limiting the foregoing, neither the Sellers, Business Entities or their respective Affiliates, successors, assigns,
officers, directors, managers and/or advisors makes any representation or warranty of any kind whatsoever, express or implied, written
or oral, at law or in equity, to Purchaser or any of its Affiliates or any representatives of Purchaser or any of its Affiliates regarding
the success, profitability or value of the Business Entities, the Transferred Equity Interests, the Business Units or the Business.

 16

 Article
IV

 REPRESENTATIONS
AND WARRANTIES OF PURCHASER

 Purchaser
represents and warrants and acknowledges and agrees to Seller that:

 Section
4.01. Organization. Purchaser is a Delaware corporation, and Purchaser
and each of its Affiliates that is party to any Transaction Document (each, a “ Purchaser Party ”) are, or will be as
of the Closing, duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or organization.
Each Purchaser Party (a) has all requisite power and authority to carry on its business as it is now being conducted, and (b) is duly
qualified or otherwise authorized to do business and is in good standing in each of the jurisdictions in which the ownership, operation
or leasing of its properties and assets and the conduct of its business requires it to be so qualified or otherwise authorized, except,
in the case of clause (b), as would not have, individually or in the aggregate, an adverse effect on, or materially delay, the ability
of Purchaser to consummate the transactions contemplated by this Agreement and the other Transaction Documents.

 Section
4.02. Authority. Each Purchaser Party has all requisite power
and authority to execute, deliver and perform its obligations under the Transaction Documents to which such Purchaser Party is a party
and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Purchaser Party of
the Transaction Documents to which such Purchaser Party is a party and the consummation of the transactions contemplated hereby and thereby
have been duly and validly authorized by all necessary action on the part of such Purchaser Party, and no other corporate or other proceeding
on the part of such Purchaser Party is necessary to authorize the execution, delivery and performance by such Purchaser Party of the
Transaction Documents to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been,
and upon their execution each of the other Transaction Documents to which each Purchaser Party is a party shall have been, duly executed
and delivered by such Purchaser Party, and, assuming due authorization and delivery by Seller, this Agreement constitutes, and assuming
due authorization and delivery by the other parties thereto, upon their execution each such Transaction Document shall constitute, valid
and binding obligations of such Purchaser Party, enforceable against such Purchaser Party in accordance with their terms, subject to
the Enforceability Exceptions.

 Section
4.03. No Conflict; Governmental Authorizations.

 (a)
The execution and delivery by each Purchaser Party of the Transaction Documents to which it is a party and the consummation by such Purchaser
Party of the transactions contemplated hereby and thereby do not and will not (i) violate or conflict with any organizational documents
of such Purchaser Party, (ii) violate, conflict with or result in a breach of, or constitute a default by (or create an event which,
with notice or lapse of time or both, would constitute a default by) such Purchaser Party, or give rise to a right of termination, cancellation
or acceleration of any obligation or loss of a material benefit under, or result in the creation of any Lien (except for Permitted Liens)
upon any material assets of the Purchaser Parties under, any material Contract of the Purchaser Parties, or (iii) violate or result in
a breach of any Permit held by the Purchaser Parties or any Governmental Order or, subject to the matters described in Section 4.03(b) ,
Law applicable to the Purchaser Parties, in the case of clauses (ii) and (iii), except as would not have, individually or in the aggregate,
a Material Adverse Effect on, or materially delay, the ability of the Purchaser Parties to consummate the transactions contemplated by
this Agreement and the other Transaction Documents.

 17

 (b)
No consent of, or registration, declaration, notice or filing with, any Governmental Authority is required to be obtained or made by
the Purchaser Parties in connection with the execution, delivery and performance of this Agreement and the other Transaction Documents
or the consummation of the transactions contemplated hereby and thereby, other than such consents, registrations, declarations, notices
or filings that, if not obtained, would not have, individually or in the aggregate, a Material Adverse Effect on, or materially delay,
the ability of the Purchaser Parties to consummate the transactions contemplated by this Agreement and the other Transaction Documents.

 Section
4.04. Litigation. There are no actions, suits, proceedings, claims
or investigations pending or, to the Knowledge of Purchaser, threatened in writing concerning Purchaser or any of its Affiliates relating
to the Transactions.

 Section
4.05. Solvency. Assuming satisfaction of the conditions to Purchaser’s
obligation to consummate the Transactions, and after giving effect to the Transactions and the payment of the Purchase Price, including
any financing thereof, Purchaser will be Solvent immediately after the completion of the Closing.

 Section
4.06. Finder’s Fee. Purchaser has not incurred any liability
to any party for any brokerage or finder’s fee or agent’s commission, or the like, in connection with the transactions contemplated
by this Agreement or the other Transaction Documents, in each case, for which Seller or any of its Affiliates may become liable.

 Section
4.07. Sufficient Funds. Purchaser (a) has, and will have as of
the Closing Date, cash sufficient to enable it to consummate the transactions contemplated by this Agreement and the other Transaction
Documents to which it is a party and pay any expenses incurred by Purchaser or its Affiliates in connection with the transactions contemplated
by this Agreement and the other Transaction Documents to which it is a party and (b) has not incurred, and will not incur between the
date hereof and the Closing Date, any obligation, commitment, restriction or liability of any kind, which would impair or adversely affect
such resources or capabilities.

 Section
4.08. No Reliance.

 (a)
Purchaser is an informed and sophisticated purchaser and has engaged expert advisors who are experienced in the evaluation and purchase
of businesses such as the Business (including the Transferred Equity Interests) as contemplated hereunder and has conducted its own independent
investigation, review and analysis of the business, results of operations, prospects, condition (financial or otherwise) and assets of
the Business. Purchaser acknowledges that it has had such access to the information, documents, personnel and properties of the Business
Entities and relating to the Business as it deems necessary and appropriate to make such independent evaluation and purchase.

 18

 (b)
Purchaser has agreed to purchase the Transferred Equity Interests and other Business Units as set forth on Annex C on an “AS
IS, WHERE IS AND WITH ALL FAULTS” basis as of the Closing Date, based on its own inspection, examination and determination with
respect to all matters and without reliance upon any representations, warranties, communications or disclosures of any nature other than
those expressly set forth in Article III of this Agreement, the certificates delivered pursuant to Section 2.07(a) and
 Section 2.07(e) and the other Transaction Documents. Purchaser agrees that the representations and warranties set forth in Article
III , the certificates delivered pursuant to Section 2.07(a) and Section 2.07(e) and the other Transaction Documents,
in each case, by Seller are in lieu of, and Purchaser hereby expressly waives all rights to, any implied warranties that may otherwise
be applicable because of the provisions of the Uniform Commercial Code or any other statute, including the warranties of merchantability
and fitness for a particular purpose.

 (c)
Without limiting the generality of the foregoing or Section 11.01 , Purchaser, in entering into this Agreement, acknowledges and
agrees that (i) no officer, agent, advisor, employee or representative of the Seller and none of their respective Affiliates has any
authority, express or implied, to make any representations, warranties or agreements not specifically set forth in Article III
of this Agreement, the certificates delivered pursuant to Section 2.07(a) and Section 2.07(e) and the other Transaction
Documents, (ii) Purchaser is relying solely on the representations and warranties set forth in Article III of this Agreement,
the certificates delivered pursuant to Section 2.07(a) and Section 2.07(e) and the other Transaction Documents, and (iii)
none of the Sellers, the Business Entities nor any other Person makes any representation or warranty, express or implied, with respect
to, and Purchaser expressly disclaims any reliance on, (A) any information included in information packages delivered to Purchaser related
to the Business (including the Transferred Equity Interests ) or other matters, (B) any information, written or oral and in any form
provided, made available to it or any of its agents, accountants, advisors, employees or representatives, (C) any projections, estimates
or budgets delivered to or made available to it or any of its agents, advisors, employees or representatives, or which is made available
to it or any of its agents, advisors, employees or representatives after the date hereof, or future revenues, expenses or expenditures,
future results of operations (or any component thereof), future cash flows or future financial condition (or any component thereof) of
any Seller or the future business and, (D) the operation of the Business by Purchaser after the Closing in any manner, (E) the probable
success or profitability of the ownership, use or operation of the Business (including the Business Units) by Purchaser after the Closing
or (F) the accuracy or completeness of any other information, written or oral and in any form provided, or documents previously made
available or which is made available after the date hereof to it or any of its agents, advisors, employees or representatives with respect
to any of the Business Entities, the Transferred Equity Interests, the Business Units or their respective businesses and operations or
other related matters, whether in expectation of the transactions contemplated by this Agreement or otherwise.

 19

 Article
V

 CONDITIONS
TO CLOSING

 Section
5.01. Conditions Precedent to Purchaser’s Obligations at the
Closing. All of the obligations of Purchaser hereunder are subject to fulfillment, prior to or at the Closing, of the following conditions
(compliance with which or the occurrence of which may be waived, to the extent permitted by applicable Law, in whole or in part by Purchaser
in writing):

 (a)
The representations and warranties of Seller contained herein (disregarding all qualifications and exceptions contained therein relating
to materiality or Material Adverse Effect), other than the Seller Fundamental Representations shall be true and correct on and as of
the Closing Date (other than representations and warranties made as of a specified date, which shall be true and correct as of the date
specified), unless the failure of such representations and warranties to be so true and correct would not have, individually or in the
aggregate, a Material Adverse Effect. Each of the Seller Fundamental Representations shall be true and correct in all material respects
as of the Closing Date as though made on and as of the Closing Date, except that representations and warranties that are made as of a
specific date shall be true and correct in all material respects, as of the date specified.

 (b)
Seller shall have or have caused the applicable Sellers to have performed and complied in all material respects with all of the covenants
and agreements contained in this Agreement and the other Transaction Documents (subject to Section 2.07(c) ) to be complied with
and performed by Seller at or before the Closing.

 (c)
Seller shall have delivered to Purchaser a certificate as of the Closing Date and executed by an authorized officer of Seller to the
effect that each of the conditions specified above in Sections 5.01(a) and (b) is satisfied in all respects.

 (d)
No Law enacted, entered, promulgated, enforced or issued by any Governmental Authority or other legal restraint or prohibition preventing
the consummation of any of the Transactions (each, a “ Closing Legal Impediment ”) shall be in effect.

 (e)
All Antitrust Approvals and Foreign (Direct) Investment Approvals specified on Section 5.01(e) shall have been obtained.

 (f)
Seller shall have or caused the applicable Sellers to have assigned and delivered, or caused one or more of its Affiliates to sign and
deliver, the Ancillary Agreements.

 (g)
Seller shall have delivered or obtained all consents, notices or approvals, as required, for all applicable works councils and/or labor
unions of the French Subsidiary in connection with the Transactions.

 (h)
Seller shall have delivered the French Acceptance Notice such that the French Equity Transfer will take place on the Closing Date as
contemplated by Section 2.02(b) (collectively, the “ French Equity Transfer Approval ”).

 (i)
A PCAOB audit of the Business for fiscal years 2024 and 2025 (the “ PCAOB Audit ”) shall have been completed and shall
reflect (i) an unqualified (clean) audit opinion and (ii) Gross Profit minus capital expenditures of at least $12,000,000 in each
of fiscal years 2024 and 2025 (the “ PCAOB Audit Condition ”); provided , that, in the event a clean PCAOB Audit
opinion satisfying the foregoing is not obtained prior to the Outside Date, Purchaser shall have the right to terminate this Agreement
pursuant to Section 9.01.

 20

 Section
5.02. Conditions Precedent to Seller’s Obligations on the Closing
Date. All of the obligations of Seller hereunder are subject to the fulfillment, prior to or at the Closing, of the following conditions
(compliance with which or the occurrence of which may be waived, to the extent permitted by applicable Law, in whole or in part by Seller
in writing):

 (a)
The representations and warranties of Purchaser set forth in this Article IV of this Agreement (disregarding all qualifications
and exceptions contained therein relating to materiality), other than the Purchaser Fundamental Representations, shall be true and correct
as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties are made
as of a specific date, in which case such representations and warranties shall be true and correct only as of such date), unless, the
failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, have a Material
Adverse Effect on Purchaser’s ability to execute, deliver or perform this Agreement or any Ancillary Agreement, or to timely consummate
the transactions contemplated hereby or thereby. Each of the Purchaser Fundamental Representations shall be true and correct in all material
respects as of the Closing Date as though made on and as of the Closing Date, except that representations and warranties that are made
as of a specific date shall be true and correct in all material respects only as of such date.

 (b)
Purchaser shall have performed and complied in all material respects with all of the covenants and agreements contained in this Agreement
and the other Transaction Documents (subject to Section 2.07(c) ) to be complied with and performed by Purchaser at or before the
Closing.

 (c)
Purchaser shall have delivered to Seller a certificate dated as of the Closing Date and executed by an authorized officer of Purchaser
to the effect that each of the conditions specified above in Section 5.02(a) and Section 5.02(b) is satisfied in all respects.

 (d)
No Closing Legal Impediment shall be in effect.

 (e)
Purchaser shall have signed and delivered, or caused one or more of its Affiliates to sign and deliver, the Ancillary Agreements.

 (f)
Seller shall have obtained the French Equity Transfer Approval.

 Article
VI

 CERTAIN
COVENANTS

 Seller
covenants and agrees with Purchaser and Purchaser covenants and agrees with Seller that during the period from the date of this Agreement
to the Closing Date for each Business Unit:

 Section
6.01. Conduct of Business.

 (a)
Except as otherwise permitted by this Agreement, as required by applicable Law, or as consented to by Purchaser in writing (such consent
not to be unreasonably withheld, conditioned or delayed), Seller agrees to (and to cause the Sellers and the Business Entities to) use
commercially reasonable efforts to run the Business in the Ordinary Course of Business (other than in order to comply with the specific
restrictions set forth in Section 6.01(b) ).

 21

 (b)
Except as required by applicable Law or as otherwise expressly required by the terms of this Agreement, to the extent that any of the
following actions are not in the Ordinary Course of Business, Seller will (to the extent primarily related to the Business) seek the
prior written consent of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed) to (or for any Transferred
Entity and/or Business Unit to):

 (i)
materially increase the compensation or employee benefits payable or to be provided to any Business Employee or materially amend any
Seller Benefit Plan to the extent applicable to any Business Employee;

 (ii)
make any material change in any of its present financial accounting methods and practices other than changes in the Ordinary Course of
Business and other than as may be appropriate to conform to GAAP or as may be required by applicable Law;

 (iii)
waive any material claims or rights of material value that relate exclusively to the Business;

 (iv)
transfer, assign or grant any license or sublicense of any material rights under or with respect to any material Intellectual Property
outside the Ordinary Course of Business;

 (v)
create or allow the Business to create, incur, assume or guarantee any indebtedness for borrowed money;

 (vi)
(a) make, revoke or change any material Tax election, (b) adopt, elect or change any material method of accounting for Income Tax purposes,
(c) amend any material Tax Return, or (d) settle any material Tax Action, in each case other than in the Ordinary Course of Business
consistent with past practice or as required by applicable Law (including Tax Laws); and

 (vii)
agree, whether in writing or otherwise, to do any of the foregoing.

 (c)
Notwithstanding the foregoing, nothing herein will prevent Seller or any of its Affiliates from taking actions, including (i) contributions,
transfers, assignments and acceptances of assets and liabilities, subject to Section 6.01(d) ; (ii) the repayment of indebtedness
and the extinguishment of Liens; and (iii) the cancellation of any intercompany contracts and other agreements that will not constitute
Material Contracts, in each case in order to facilitate the consummation of the Transactions.

 (d)
Seller shall be permitted to transfer, distribute or repatriate, or cause to be transferred, distributed or repatriated, any cash or
cash equivalents, other than Restricted Cash, from any Business Entity at any time and from time to time; provided , that any such
transfer, distribution or repatriation shall not result in material overdue payables of any Business Entity as of the Closing Date outside
of the Ordinary Course of Business.

 22

 Section
6.02. Certain Covenants Regarding the Transferred Entities. Except
as otherwise required by this Agreement or permitted pursuant to Section 2.02 , Seller agrees not to, and to cause the Transferred
Entities and/or Business Units not to issue or sell any capital stock or other equity interests or options, warrants, calls, subscriptions
or equity rights to purchase any capital stock or other equity interests of the Transferred Entities or Business Units to a Person.

 Section
6.03. No Undue Interference. From the date of this Agreement to
the Closing Date, except as otherwise permitted by this Agreement or consented to by Seller in writing, Purchaser shall not interfere
with the relevant Business or any relevant Business Employee in any inappropriate or undue manner.

 Section
6.04. Publicity. From the date hereof until the Closing or earlier
termination of this Agreement, Purchaser and Seller shall not, and each shall cause its Affiliates and its and their representatives
not to, issue any press release or public announcement concerning this Agreement or the transactions contemplated hereby, without obtaining
the prior written approval of the other party hereto, which approval will not be unreasonably withheld, conditioned or delayed, unless,
in the reasonable judgment of Purchaser or Seller, disclosure is otherwise required by applicable Law or the rules of any stock exchange,
as applicable; provided that, to the extent required by applicable Law or by the rules of any stock exchange, the party intending
to make such release or announcement shall use its commercially reasonable efforts, consistent with such applicable Law, to consult with
the other party with respect to the text thereof; provided , further , that (A) Purchaser and Seller are permitted to disclose
the consummation of the Transactions (but not, without the consent of the other party, price terms or the name of such other party) on
their websites and otherwise in the ordinary course of their businesses and (B) Purchaser and Seller are permitted to report and disclose
the status and terms of this Agreement and the transactions contemplated hereby to their respective (or their respective sponsors’)
direct or indirect, current and prospective, investors or limited partners if required by the governing documents with those investors
or limited partners and otherwise in the ordinary course of their business or if such report or disclosure is in connection with any
fund raising activities of such Persons, in each case, so long as such investors or limited partners are subject to confidentiality obligations
with respect to such information. If Purchaser, based on the advice of its counsel, determines that this Agreement, or any of the other
Transaction Documents, must be publicly filed with a Governmental Authority, then, subject to applicable Law, Purchaser, prior to making
any such filing, shall provide Seller and its counsel with a redacted version of this Agreement (and any other Transaction Document)
which it intends to file, and will give due consideration to any comments provided by Seller or its counsel and use commercially reasonable
efforts to ensure the confidential treatment by such Governmental Authority of those sections specified by Seller or its counsel.

 23

 Section
6.05. Commercially Reasonable Best Efforts; Regulatory Approvals.
Subject to any obligation imposed by Law, including all antitrust, competition and foreign (direct) investment Laws:

 (a)
Subject to the terms and conditions set forth in this Agreement, including Section 1.01(a) , each of Seller and Purchaser shall
use reasonable best efforts to make any Antitrust Filings and any other filings required by applicable Law. Purchaser shall use its reasonable
best efforts to (i) obtain required consents, approvals (including any required Antitrust Approvals), authorizations, qualifications
and orders of Governmental Authorities and other third parties and (ii) take other actions, in each case as is necessary to consummate
the Transactions as soon as reasonably practical following the date of this Agreement; provided that Seller shall have no obligation
to pay money or make any concessions to obtain such consents. Purchaser shall not, and shall cause its Affiliates not to, willfully take
any action or enter into any transaction that will have the effect of delaying, impairing or preventing consummation of the Transactions.
In addition to the foregoing, Purchaser agrees to provide such evidence as to financial capability, resources and creditworthiness as
may be reasonably requested by any third party whose consent or approval is sought hereunder. Subject to appropriate confidentiality
protections, each of the parties hereto will cooperate with and furnish to the other party such necessary information and assistance
as such other party may reasonably request in connection with the foregoing. As soon as practicable and in no event later than thirty
(30) calendar days after the date of this Agreement, Purchaser shall form or otherwise identify to Seller the Affiliate of Purchaser
in each jurisdiction that will acquire any Transferred Entity and/or Business Unit, in each case, related to such jurisdiction (including,
if required by applicable Law, executing the applicable Local Transfer Documents).

 (b)
As soon as reasonably practicable after the date hereof, but in no event later than five (5) days after the date hereof (unless, in each
case, a later date is mutually agreed between the parties), Seller and Purchaser shall file any required Antitrust Filings and any other
filings required under any applicable Laws and shall provide as promptly as practicable to any Governmental Authority whose consent,
authorization, order or approval is required in connection with the Transactions any additional information, documentation or other material
or testimony required under any applicable Laws or otherwise properly requested. The parties shall use their reasonable best efforts
to obtain early termination or acceleration of any applicable waiting or review period, to the extent permitted by Law, from the applicable
Governmental Authorities. The parties also shall use their reasonable best efforts to cooperate by providing information reasonably requested
by the other party in order to fulfill the foregoing obligations. Subject to applicable Law and except as required by any Governmental
Authority, Purchaser shall not (i) agree to extend any waiting period under any antitrust or competition or foreign (direct) investment
Law without the prior written consent of the Seller; (ii) enter into any agreement with any Governmental Authority not to consummate
the Transactions without the prior written consent of the Seller; or (iii) take any other action, and shall cause its Affiliates not
to take any action, that would reasonably likely prevent or delay the receipt of any Antitrust Approvals or Foreign (Direct) Investment
Approvals, in each case, to the extent necessary for the timely consummation of the Transactions contemplated by this Agreement unless
Purchaser is terminating this Agreement in accordance with Article IX. Purchaser will not withdraw its initial filing under any applicable
antitrust, competition or foreign (direct) investment Law from any Governmental Authority, as the case may be, and refile it unless Seller
has consented in advance to such withdrawal and refiling (such consent not to be unreasonably withheld, conditioned or delayed) unless
Purchaser is terminating this Agreement in accordance with Article IX.

 24

 (c)
Subject to applicable Law relating to the exchange of information, Purchaser and Seller and their respective counsel shall (i) have the
right to review in advance, and to the extent practicable each shall consult the other on, any filing made with, or written materials
to be submitted to, any Governmental Authority in connection with the Transactions, and they shall consider in good faith the views of
the other party regarding such filing or submission, (ii) promptly inform each other of any communication (or other correspondence or
memoranda) received from, or given to, any Governmental Authority in connection with the Transactions, (iii) consult with the other party,
and consider in good faith the views of the other party, prior to entering into any agreement with any Governmental Authority with respect
to the Transactions, (iv) furnish each other with copies of all correspondence, filings and written communications between them or their
Subsidiaries or Affiliates, on the one hand, and any Governmental Authority or its respective staff, on the other hand, with respect
to the Transactions and (v) keep each other apprised of the status of any communications with and inquiries or requests for additional
information from any Governmental Authority. Purchaser and Seller shall, to the extent permitted by the relevant Governmental Authority,
provide each other and their respective counsel with advance notice of and the opportunity to participate in any in-person discussion
or meeting with any Governmental Authority in respect of any filing, investigation or other inquiry in connection with the Transactions
and to participate in the preparation for such discussion or meeting. Purchaser also agrees to keep Seller fully informed about any antitrust
or foreign (direct) investment issues raised by any Governmental Authority. Any materials exchanged in connection with this Section
6.05 may be redacted or withheld as necessary to address reasonable privilege or confidentiality concerns (including with respect
to other businesses of Purchaser), and to remove references concerning the Purchaser’s consideration of the transactions contemplated
by this Agreement or other competitively sensitive material; provided that the parties hereto may, as they deem advisable and
necessary, designate any materials provided to the other under this Section 6.05 as “outside counsel only.” In the
event materials are designated as “outside counsel only,” such materials and the information contained therein shall be given
only to the outside legal counsel of the recipient and will not be disclosed by such outside counsel to the recipient or to employees,
officers, or directors of the recipient, unless express written permission is obtained in advance from the source of the materials. For
purposes of this Section 6.05 , to the extent necessary to obtain the waiver or consent from any Governmental Authority required
to satisfy the conditions set forth in Sections 5.01(e) or 5.02(e) , as applicable, to obtain consents, approvals, authorizations,
qualifications or orders of Governmental Authorities or to avoid the entry of or have lifted, vacated or terminated any Closing Legal
Impediment, Purchaser shall: (i) propose, negotiate, offer to commit and effect (and if such offer is accepted, commit to and effect),
by consent decree, hold separate order or otherwise, and in connection with the consummation of the Transactions, the sale, divestiture
or disposition (including by licensing any Intellectual Property) of any assets of the Business and/or any other assets or businesses
of Purchaser or any of its Affiliates (or equity interests held by Purchaser or any of its Affiliates in entities with assets or businesses);
(ii) terminate or modify any existing relationships and contractual rights and obligations of the Business or the Purchaser or any of
its Affiliates; and (iii) otherwise offer to take or offer to commit to take any action which it is capable of taking and, if the offer
is accepted, take or commit to take such action, that limits its freedom of action with respect to, or its ability to retain, any portion
of the Business and/or any other assets or businesses of Purchaser or any of its Affiliates (or equity interests held by Purchaser or
any of its Affiliates in entities with assets or businesses). Notwithstanding anything contained in this Section 6.05 or elsewhere
in this Agreement, (a) Purchaser shall not be required to commence any Action against, or defend any Action by, any Governmental Authority
or Person challenging the consummation of the transactions contemplated by this Agreement; and (b) Purchaser shall not be required to,
and none of the parties to this Agreement may, without the prior written consent of Purchaser, take any action, or commit to take any
action, or agree to any condition or limitation that (x) for the avoidance of doubt, relates to the assets, properties, contractual rights,
services, or businesses of Purchaser or any of its Affiliates, or (y) would be, individually or in the aggregate, materially detrimental
to (1) the Purchaser, or (2) Purchaser’s expected benefits of the transactions contemplated by this Agreement. For the avoidance
of doubt, Purchaser’s obligations under this Section 6.05(c) shall be absolute and shall not be qualified or limited by
what may be considered commercially reasonable.

 (d)
The filing fees and expenses with respect to any Antitrust and Foreign (Direct) Investment Filings and other filings made under this
 Section 6.05 shall be borne by Purchaser.

 25

 Section
6.06. Access .

 (a)
Each party shall give the other party and its accountants, legal counsel and other representatives reasonable access, as such party may
request in writing with reasonable advance notice, for the sole purpose of allowing such party to successfully transition the Business,
during normal business hours and without undue interruption of the Business throughout the period prior to the Closing, to all of the
properties, books and records (other than records relating to Income Taxes, materials subject to confidentiality obligations or attorney-client
or other privilege, any books or records containing or depicting IP Rights of such disclosing party or any of its Affiliates and, for
the avoidance of doubt, other than where access to such information is prohibited by applicable Law) to the extent relating to the Business,
and will furnish, at the requesting party’s expense, each party, its accountants, legal counsel and other representatives during
such period all such information (other than records relating to Income Taxes, materials subject to confidentiality obligations or attorney-client
or other privilege, any such books or records containing or depicting IP Rights of such disclosing party or any of its Affiliates and,
for the avoidance of doubt, other than where access to such information is prohibited by applicable Law) to the extent relating to the
Business as such party may reasonably request; provided , further , that this Section 6.06 shall not entitle either
party or its accountants, legal counsel or other representatives to contact any third party doing business with such party or its Affiliates
or access the properties, books or records of any such third party or of either party or its Affiliates to the extent related to any
business of either party or its Affiliates other than the Business, in each case without such party’s prior written consent, and
neither party nor any of its representatives shall conduct any invasive investigation, sampling or testing of any environmental media
(including groundwater, surface water, soil, soil gas, sediment, air, or building materials). Neither party nor its representatives shall
contact any suppliers, customers, landlords and other business relations or Business Employees regarding or in connection with the transactions
contemplated hereby without the prior written consent (such consent not to be unreasonably withheld, conditioned or delayed) such party.

 (b)
The parties acknowledge that the information being made available to each party and its Affiliates by each party and its Affiliates (or
its agents or representatives) is subject to the terms of the Confidentiality Agreement, the terms of which are incorporated herein by
reference. Effective upon, and only upon, the Closing, the terms of the Confidentiality Agreement will terminate solely with respect
to information relating to the relevant part of Business; provided that each party acknowledges that any and all other information
provided or made available to it or its representatives concerning the other party or any of its other Affiliates will remain subject
to the terms and conditions of the Confidentiality Agreement and all other provisions of the Confidentiality Agreement shall survive
in accordance with its terms after the final Closing.

 26

 Section
6.07. Closing I/C Liabilities . Prior to the Closing, Seller shall
or cause the applicable Sellers to settle the Closing I/C Liabilities in accordance with Annex B .

 Section
6.08. R&W Insurance . If Purchaser obtains a representation
and warranty insurance policy in connection with the Transactions (the “ R&W Insurance Policy ”), Purchaser shall
not waive, amend or modify the R&W Insurance Policy in a manner adverse to Seller without the prior written consent of Seller (such
consent not to be unreasonably withheld, conditioned or delayed). The R&W Insurance Policy shall include a provision whereby the
insurer expressly waives, and agrees not to pursue, directly or indirectly, any subrogation rights against Sellers or any of their Affiliates,
Business Entities or any former or current equityholders, managers, members, directors, officers, employees, agents, advisors and representatives
of any of the foregoing with respect to any claim made by any insured thereunder (except for Fraud in connection with the Transactions).

 Section
6.09. Non-Competition; Non-Solicitation . For a period of three
(3) years following the Closing Date (the “ Restricted Period ”), Seller and each of the Sellers shall not, and shall
cause their respective Affiliates not to, directly or indirectly, own, manage, operate, control, be employed by, provide services to,
participate in or be connected with any business or enterprise that competes with the Business as conducted as of the Closing Date; provided,
however, that the foregoing restriction shall not apply to (i) MiddleGround Capital, any of its Affiliates, any funds, vehicles or portfolio
companies affiliated, managed, or sponsored by MiddleGround Capital or any vehicle or Person in which MiddleGround Capital has any kind
of interest (other than Seller and its Affiliates constituting the Business), (ii) any buyer of the remaining businesses of Seller not
included in the Transactions (“ RemainCo ”) or any Affiliates of such buyer, or (iii) RemainCo and its operations until
RemainCo is sold. During the Restricted Period, Seller and each of the Sellers shall not, and shall cause their respective Affiliates
not to, directly or indirectly, solicit or recruit any Transferred Employee for employment or engagement; provided that general solicitations
or advertisements not specifically targeted at Transferred Employees shall not constitute a violation of this Section 6.09.

 Section
6.10. Landlord Consents . The parties shall use commercially reasonable
efforts to cooperate with each other in seeking any landlord consents that both parties determine, acting reasonably and in good faith,
are necessary or desirable in connection with the Transactions. Notwithstanding the foregoing, Seller shall be primarily responsible
for using commercially reasonable efforts in obtaining all landlord consents. Seller shall promptly notify Purchaser of any landlord
that has indicated it may withhold, condition or delay consent, or impose any rent increase or other material modification as a condition
of consent, and the parties shall cooperate in good faith to resolve any such issue. Neither party shall have any obligation to (a) accept
any modification to any lease that would materially impair the ability to occupy and operate any leased Real Property following the Closing
or (b) (i) incur any material additional costs or expenses, (ii) provide any security deposit or collateral commitment, or (iii) assume
any liability for cross-defaults under any other lease or agreement, in each case, as a condition to obtaining any landlord consent.

 27

 Article
VII

 POST-CLOSING
COVENANTS

 Seller
covenants and agrees with Purchaser and Purchaser covenants and agrees with Seller that during the period commencing after the Closing:

 Section
7.01. Access. The parties agree that after the Closing, the other
party or its authorized representatives may, at the requesting party’s cost and expense, make copies of those books and records
(or redacted portions thereof) that relate exclusively to the Business, except where providing copies is prohibited by applicable Law.
The requesting party shall reimburse the other party for reasonable, out-of-pocket, expenses incurred in providing such assistance.

 Section
7.02. Insurance. The coverage under all insurance policies related
to the Business and arranged or maintained by Seller or its Affiliates is only for the benefit of Seller and its Affiliates, and not
for the benefit of Purchaser or the Business; provided, however, that Seller and its Affiliates shall continue to defend the Current
Litigation through the Seller and its Affiliates’ insurance policies until finally resolved. As of the Closing Date, Purchaser
agrees to arrange for its own insurance policies with respect to the Business covering all periods and agrees, except for the Current
Litigation, not to seek, through any means, to benefit from any of Seller’s or its Affiliates’ insurance policies which may
provide coverage for claims relating in any way to the Business.

 Section
7.03. Payments from Third Parties . In the event that, on or after
the Closing Date, either party shall receive any payments or other funds due to the other pursuant to the terms of any of the Transaction
Documents, then the party receiving such funds shall promptly forward such funds to the proper party. For the avoidance of doubt, if
Sellers fail to transfer any cash away from the Business (including any cash held in foreign bank accounts of the Business Entities,
including those domiciled in the People’s Republic of China and India) as of the Closing, such cash shall belong to the Purchaser
following the Closing without adjustment to the Purchase Price. The parties acknowledge and agree there is no right of offset regarding
such payments and a party may not withhold funds received from third parties for the account of the other party in the event there is
a dispute regarding any other issue under any of the Transaction Documents.

 Section
7.04. Tax Matters.

 (a)
 Tax Returns .

 (i)
Seller shall (at its sole expense) timely prepare and file, or shall cause to be prepared and timely filed, all pass-through Income Tax
Returns of the Transferred Entities with respect to any taxable period ending on or before the Closing Date (each, a “ Seller
Prepared Return” ). Each Seller Prepared Return shall (x) be prepared consistent with the past practices of such Transferred
Entity, unless otherwise required by applicable Law, and (y) be submitted by Seller at least thirty (30) days prior to the due date of
such Tax Return for Purchaser’s review and comment. Seller shall consider in good faith any reasonable comments made by Purchaser
in respect of any such Seller Prepared Return, and shall timely file all such Seller Prepared Returns and remit the applicable Taxes
shown as owing on such Tax Returns.

 28

 (ii)
Purchaser shall, at the cost and expense of the Transferred Entities, prepare and file (or cause to be prepared and filed) Tax Returns
of the Transferred Entities that are not Seller Prepared Returns, including all Tax Returns that relate to Straddle Periods. Each such
Tax Return shall be prepared in a manner consistent with past practices of the respective Transferred Entity unless required by applicable
Law. At least thirty (30) days prior to the due date for filing any such Tax Return prepared by Purchaser pursuant to this Section
7.04(a)(ii) (or, if the due date for any such Tax Return is within thirty (30) days of the Closing, as soon as reasonably practicable)
that could materially (y) increase the liability of Seller on a pass-through basis by operation of Law or pursuant to the terms of this
Agreement, or (z) affect the amount of Tax refunds due to Seller pursuant to Section 7.04(d) , Purchaser shall provide Seller with
a copy of each such Tax Return for Seller’s review and comment, and shall consider in good faith any reasonable comments timely
received from Seller with respect to such Tax Return.

 (b)
 Straddle Periods . (i) Any Taxes, other than property or similar Taxes, of the Transferred Entities relating to any Straddle Period
shall be allocated between the Pre-Closing Tax Period and the portion of such Straddle Period beginning after the Closing Date by treating
the relevant Tax period as if it ended on (and included) the Closing Date; provided that exemptions, allowances or deductions that are
calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the Pre-Closing Tax Period
and the period beginning after the Closing Date in proportion to the number of days in each period to which such exemption, allowance
or deduction is applicable, and (ii) any property or similar Taxes relating to any Straddle Period shall be allocated between the Pre-Closing
Tax Period and the portion of such Straddle Period beginning after the Closing Date on a daily basis, with the portion of such Taxes
that are attributable to the Pre-Closing Tax Period determined by multiplying the amount of such Taxes by a fraction the numerator of
which is the number of days in the Pre-Closing Tax Period and the denominator of which is the number of days in the entire Straddle Period.

 (c)
 Cooperation . The parties will cooperate as and to the extent reasonably requested by any other party in connection with the filing
of any Tax Return or claim for refund and any proceeding with respect to Taxes or Tax Returns of any Transferred Entity. Such cooperation
will include the retention and (upon any party’s request) the provision of records and information that are reasonably relevant
to any such Tax Return or proceeding and making employees available (if applicable) on a mutually convenient basis to provide additional
information and explanation of any material provided hereunder.

 (d)
 Tax Refunds . After the Closing, to the extent Purchaser or any of its Affiliates or Subsidiaries (including any Transferred Entity)
receives any Income Tax refund or is otherwise given credit for any overpayment of Income Taxes (including as a result of installments
or estimated Tax payments) from any Governmental Authority in connection with or arising out of a Transferred Entity’s payment
of Income Taxes with respect to any Pre-Closing Tax Period, Purchaser, its Affiliates or such Transferred Entity shall pay (or cause
to be paid) to Seller within five (5) Business Days of such receipt or credit for overpayment, by wire transfer of immediately available
funds to accounts designated by Seller to Purchaser, the amount of such refund or credit for overpayment and any interest received thereon.

 29

 (e)
 Tax Indemnity . Notwithstanding anything in this Agreement to the contrary, following the Closing, solely with respect any Pre-Closing
Tax Period, Seller shall be obligated to bear and pay, reimburse, indemnify and hold harmless the Purchaser Indemnified Parties from
and against any and all Losses incurred in connection with, arising out of, resulting from or incident to any Income Tax obligations
of the Transferred Entities net of any Income Tax receivables (collectively the “ Indemnified Income Taxes ”).

 (f)
 Tax Audits .

 (i)
If an audit or other proceeding is commenced, an adjustment is proposed or any other claim is made by any Taxing Authority with respect
to any Seller Prepared Return or any pass-through Income Taxes of any Transferred Entity for a taxable period ending on or before the
Closing Date (each, a “ Pre-Closing Tax Audit ”), Purchaser shall promptly notify Seller of such Pre-Closing Tax Audit.
Seller shall have the right to control, at Seller’s own expense, any such Pre-Closing Tax Audit and shall keep Purchaser reasonably
informed of the status of any such Pre-Closing Tax Audit, provided that Purchaser and its representatives shall be permitted, at Purchaser’s
expense, to be present at, and participate in, any such Pre-Closing Tax Audit. Notwithstanding the foregoing, Seller shall not have the
right to compromise or settle any such Pre-Closing Tax Audit without Purchaser’s consent (such consent not to be unreasonably withheld,
conditioned or delayed).

 (ii)
If an audit or other proceeding is commenced, an adjustment is proposed or any other claim is made by any Taxing Authority with respect
to Taxes of any Transferred Entity for a Straddle Period that could materially increase the Tax liability of Seller on a pass-through
basis by operation of Law or pursuant to the terms of this Agreement, or affect the amount of Tax refunds due to Seller pursuant to Section
7.04(d) (each, a “ Straddle Period Tax Audit ”), Purchaser shall promptly notify Seller of such Straddle Period
Tax Audit. Purchaser shall have the right to control any such Straddle Period Tax Audit and shall keep Seller reasonably informed of
the status of any such Straddle Period Tax Audit, provided that Seller shall be permitted, at its own expense, to be present at, and
participate in, any such Straddle Period Tax Audit. Notwithstanding the foregoing, Purchaser shall not have the right to compromise or
settle any such Straddle Period Tax Audit without Seller’s consent (such consent not to be unreasonably withheld, conditioned or
delayed).

 (g)
 Post-Closing Actions . Without the prior written consent of Seller (not to be unreasonably withheld, conditioned or delayed), Purchaser
and its Affiliates shall not, and shall cause the Business Entities not to, (i) other than with respect to the filing of Tax Returns
pursuant to Section 7.04(a) , file, amend or re-file any Tax Return of a Business Entity with respect to a Pre-Closing Tax Period,
(ii) agree to waive or extend the statute of limitations relating to any Taxes of any Business Entity for any Pre-Closing Tax Period,
(iii) make, revoke or change any election with respect to, or that has retroactive effect to, any Pre-Closing Tax Period of a Business
Entity, (iv) make any election under Section 336 or 338 of the Code (or any similar provision under state, local, or non-U.S. Law) with
respect to the acquisition of the Transferred Entities, (v) voluntarily approach any Taxing Authority regarding any Taxes or Tax Return
of a Business Entity for a Pre-Closing Tax Period, or (vi) take any other action (or fail to take any action) with respect to a Pre-Closing
Tax Period to the extent that such action (or inaction) may result in any additional liability of Seller (or its direct or indirect owners)
pursuant to this Agreement or under applicable Law, or affect the amount of Tax refunds due to Seller pursuant to Section 7.04(d) .

 30

 Section
7.05. Transaction Expenses and Bonuses. Prior to the Closing,
Seller will pay, or cause to be paid, all accrued but unpaid 2026 bonuses that have been approved by Seller or its Subsidiaries prior
to the Closing, which approved bonuses are in the aggregate amount of $191,250. Seller will pay, or cause to be paid in cooperation with
Purchaser, all sale or transaction bonuses payable to employees of the Business Entities that are committed by Seller to be paid in connection
with the Transactions in the Ordinary Course of Business as and when required to be paid at or following the Closing. Seller will remain
responsible for and shall pay all 2025 annual bonuses or incentive compensation related to any Business Entity (all of which shall be
paid prior to Closing).

 Section
7.06. PCAOB Audit Costs . The costs and expenses of the PCAOB Audit
shall be borne equally by Seller and Purchaser, with each party responsible for fifty percent (50%) of such costs. Each party shall pay
its respective share promptly upon receipt of applicable invoices. The parties shall cooperate in good faith to manage the audit process
and shall keep each other reasonably informed of the status of, and any material developments with respect to, such audit.

 Article
VIII

 EMPLOYEE
MATTERS

 Section
8.01. Employees.

 (a)
At least fourteen (14) days prior to the Closing Date, Purchaser will make an offer of employment to all of the Business Employees who
are not employed by one of the Transferred Entities. With respect to any Business Employee who is not employed by one of the Transferred
Entities and is not actively at work on the Closing Date due to an approved leave of absence (including medical leave, military leave,
workers compensation leave and short-term or long-term disability) or vacation, such Business Employee shall be offered employment with
Purchaser or one of its Affiliates consistent with the requirements of this Article VIII when and if such Business Employee presents
himself or herself to Purchaser or its applicable Affiliate for active employment during the six (6)-month period beginning on the Closing
Date (or such longer period that may be required under applicable Law).

 (b)
From and after the date of this Agreement until the Closing Date, Purchaser shall consult with Seller and obtain Seller’s consent
before distributing any communications to any Business Employee whether relating to employee benefits, post-Closing terms of employment
or otherwise. Purchaser shall provide Seller with advance copies of, and a reasonable opportunity to comment on, all such communications.

 31

 Section
8.02. Transferred Employees.

 (a)
 All Transferred Employees.

 (i)
For a period of twelve (12) months immediately after the Closing Date (or for such longer period as required by applicable Law, but in
any case, not after the date of the applicable Transferred Employee’s termination of employment with Purchaser or any of its Affiliates),
Purchaser shall provide to each Transferred Employee (i) a base salary or base wages and cash incentive compensation opportunities (including,
in the case of persons receiving commission based income, the rate of commissions) that, in each case, are no less than the base salary
or wage rate and cash incentive opportunities (including, in the case of persons receiving commission based income, the rate of commissions)
provided to such Transferred Employee by the Seller or any of its Affiliates immediately prior to the Closing Date, (ii) all other employee
benefits that are substantially comparable in the aggregate to the employee benefits provided to such Transferred Employee immediately
prior to the Closing Date and (iii) any other additional terms and conditions of employment required by applicable Law. Notwithstanding
the foregoing, nothing contained in this Agreement shall prohibit Purchaser from terminating any Business Employee following the Closing
in the ordinary course of business.

 (ii)
In addition to and notwithstanding the foregoing provisions of this Section 8.02 , Purchaser shall provide each Transferred Employee
whose employment is terminated within twelve (12) months following the Closing Date (or within such longer period as required by applicable
Law) with severance and other separation benefits which such Transferred Employee would have been eligible to receive under the Seller
Benefit Plans as in effect immediately prior to the Closing. Purchaser shall be solely responsible for, and have all liability with respect
to, any severance or similar obligation with respect to or arising from the termination of employment with Purchaser or any of its Affiliates
of a Transferred Employee.

 (iii)
Each Transferred Employee shall be given service credit for all purposes under each Purchaser Benefit Plan as of and after the Closing
for such Transferred Employee’s service prior to the Closing with Seller or any of its Affiliates (and their predecessors), to
the same extent such service is recognized by Seller and its Affiliates under the corresponding Seller Benefit Plan immediately prior
to the Closing; provided that such service shall not be credited to the extent it would result in a duplication of benefits.

 (iv)
Purchaser shall use commercially reasonable best efforts to cause the Purchaser Benefit Plans (i) not to limit or exclude coverage on
the basis of any pre-existing condition of any Transferred Employee or dependent (other than any limitation already in effect under the
corresponding Seller Benefit Plan) and (ii) to provide each Transferred Employee or dependent full credit, for the year in which the
Closing Date occurs, for any deductible or co-payment already incurred by such Transferred Employee under the corresponding Seller Benefit
Plan and for any other out-of-pocket expenses that count against any maximum out-of-pocket expense provision of the corresponding Seller
Benefit Plan as if such amounts had been paid in accordance with the applicable Purchaser Benefit Plan.

 (v)
Purchaser or its Affiliates shall assume the Liability for the accrued and unused paid time off of the Transferred Employees as of the
Closing Date, and the Transferred Employees shall be permitted to use such accrued and unused paid time off following the Closing in
accordance with the applicable paid time off policy of Purchaser or its Affiliates as in effect from time to time.

 32

 (vi)
Effective at the Closing, Purchaser shall cause each Transferred Employee who, as of immediately prior to the Closing, was eligible to
participate in a Seller Benefit Plan that is a U.S. Tax-qualified defined contribution plan (collectively, the “ Seller 401(k)
Plans ”) to be eligible to participate in a U.S. Tax-qualified defined contribution plan sponsored by Purchaser or any of its
Affiliates (the “ Purchaser 401(k) Plan ”). Commencing as soon as administratively feasible following the Closing Date,
Purchaser shall cause the Purchaser 401(k) Plan, to accept “eligible rollover distributions” (within the meaning of Section
401(a)(31) of the Code) from the accounts of Transferred Employees under the Seller 401(k) Plans, including outstanding loan balances.

 (vii)
To the extent permitted by applicable Law and any applicable Collective Bargaining Agreement the provisions of this Section 8.02
shall also apply to any Transferred Employees of Automotive Czech employed in the KOP Enterprise.

 Section
8.03. Other Employee Issues; Cooperation.

 (a)
If any Business Employee requires a work permit, work visa, employment pass or other legal or regulatory approval for his or her employment
with Purchaser or its Affiliates, Purchaser shall, and shall cause its Affiliates to, use their commercially reasonable best efforts
(at their sole cost and expense) to cause any such permit, visa, pass or other approval to be obtained and in effect prior to the Closing
Date so that each Business Employee requiring such permit, visa, pass or other approval may be legally employed by Purchaser or its applicable
Affiliate as of the Closing Date, and the Purchaser or its applicable Affiliate will assume all employer obligations with respect to
any work permits, visas, passes and other approvals with respect to any such Business Employees. Notwithstanding the foregoing, to the
extent permitted by applicable Law and any applicable Collective Bargaining Agreement, in the event an applicable work permit, visa,
pass or other approval for a Business Employee is not in place with Purchaser or its applicable Affiliate as of the Closing Date the
parties shall reasonably cooperate to provide for the services of such Business Employee to be made available exclusively to Purchaser
through an employee secondment, services or similar arrangement. Unless such individual remains actively employed and performing services
for any of the Business Entities throughout such period, Purchaser shall be responsible for all the economic costs of such individual’s
compensation and benefits (including reimbursement for any expenses incurred by such Business Employee, all applicable fees, Taxes and
other amounts owed to third parties and all applicable social or national insurance contributions) for the period from the Closing Date
and until the applicable work permit, visa, pass or other approval can be obtained (whether or not such individual performs services
for Purchaser during such period); provided , however , that Purchaser shall, and shall cause its Affiliates to, continue
to use their commercially reasonable best efforts to obtain the applicable work permit, visa, pas…