STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of _____________, 2026 (the “Effective Date”), by and between Richard Reed, an individual residing in the State of Texas (“Seller”), and SawChuck LLC, a Wyoming limited liability company (“Buyer”).

Seller and Buyer are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, Seller is the record and beneficial owner of all of the issued and outstanding shares of capital stock of Southern Electric Inc., a Texas corporation (the “Company”), which shares constitute one hundred percent (100%) of the issued and outstanding capital stock of the Company (the “Shares”);

WHEREAS, the Company operates a long‑standing hardware store and full‑line retail business specializing in building materials, wood products, roofing supplies, and related tools and accessories (the “Business”) at the real property located at 900 College Avenue, Snyder, Texas 79549 (the “Real Property”), which Real Property is owned by the Company;

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, all of the Shares, representing one hundred percent (100%) of the issued and outstanding capital stock of the Company, upon the terms and subject to the conditions set forth in this Agreement (the “Transaction”);

WHEREAS, the Parties entered into that certain Letter of Intent dated January 26, 2026, concerning the proposed purchase of the Business and the Real Property (the “LOI”), and this Agreement supersedes the LOI, except for those provisions of the LOI expressly stated therein to be binding; and

WHEREAS, the Parties desire to set forth their respective representations, warranties, covenants, and agreements in connection with this Agreement and the Transaction contemplated hereby.

WHEREAS, concurrently with this Agreement, the Company, as record owner of the real property located at 900 College Avenue, Snyder, Texas 79549 (the “Real Property”), and Buyer are entering into a Texas REALTORS® Commercial Contract – Improved Property (TXR‑1801), together with a Special Provisions Addendum and related exhibits (collectively, the “Real Estate Contract”), for the limited purposes of facilitating Buyer’s acquisition financing, satisfying title insurance and recording requirements, and documenting the real property collateral securing the Note (as defined below);

NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1

PURCHASE AND SALE OF SHARES

1.1 Purchase and Sale of Shares.

Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 2.1), Seller shall sell, transfer, assign, convey, and deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title, and interest in and to the Shares, free and clear of all liens, pledges, security interests, charges, encumbrances, restrictions on transfer, and other adverse claims or interests of any kind (collectively, “Liens”).

1.2 Effect of Stock Purchase.

The Parties acknowledge and agree that upon consummation of the Transaction:

(a) Buyer will acquire one hundred percent (100%) of the issued and outstanding capital stock of the Company and thereby acquire, as a matter of law, all of the Company’s assets, properties, rights, liabilities, and obligations, whether known or unknown, disclosed or undisclosed, fixed or contingent, including, without limitation:

(i) all tangible and intangible assets of the Company, including inventory, equipment, furniture, fixtures, machinery, tools, vehicles, supplies, intellectual property, customer lists, vendor lists, goodwill, trade names, telephone numbers, domain names, and all rights under contracts;

(ii) the Real Property owned by the Company at 900 College Avenue, Snyder, Texas 79549;

(iii) all bank accounts, deposit accounts, credit card accounts, merchant accounts, and other financial accounts in the name of the Company;

(iv) all licenses, permits, registrations, certificates, orders, and approvals held by the Company from any governmental authority;

(v) all contracts, agreements, leases, commitments, and other arrangements to which the Company is a party;

(vi) all employee relationships, benefit plans, and employment‑related obligations of the Company;

(vii) all liabilities and obligations of the Company, whether arising before or after the Closing Date, including, without limitation, all indebtedness, accounts payable, accrued expenses, Tax liabilities, contractual obligations, employment obligations, litigation claims, environmental liabilities, warranty obligations, and any other liabilities of any kind; and

(viii) the Company’s corporate existence, Tax identification number, corporate minute book, stock records, and all governing documents.

(b) The Company will continue to exist as a Texas corporation following the Closing, and no assets or liabilities will be transferred out of the Company as a result of the Transaction. The Company’s name, Tax identification number, bank accounts, credit cards, licenses, permits, contracts, and all other attributes of the Company will remain in effect, except that Buyer will become the sole shareholder of the Company.

(c) The Parties intend that no third‑party consents shall be required for the transfer of the Company’s assets, licenses, permits, contracts, or other rights solely as a result of the Transaction, because such assets and rights are not being transferred; rather, only the ownership of the Shares is being transferred.

1.3 Purchase Price.

(a) Total Purchase Price. As consideration for the Shares and the covenants set forth in this Agreement (including, without limitation, the restrictive covenants set forth in Article 9), Buyer shall pay to Seller an aggregate purchase price of One Million Eight Hundred Thousand and No/100 U.S. Dollars (US $1,800,000.00) (the “Purchase Price”).

(b) Initial Payment at Closing. At the Closing, Buyer shall pay to Seller the sum of One Million and No/100 U.S. Dollars (US $1,000,000.00) (the “Closing Payment”) by wire transfer of immediately available funds to an account designated by Seller in writing at least two (2) business days prior to the Closing Date.

(c) Seller Financing – Promissory Note. The remaining Eight Hundred Thousand and No/100 U.S. Dollars (US $800,000.00) of the Purchase Price shall be paid pursuant to a secured promissory note executed by Buyer in favor of Seller in the original principal amount of US $800,000.00 (the “Note”), substantially in the form attached hereto as Exhibit A, which shall include the following terms:

(i) The Note shall bear simple interest at a rate of five percent (5%) per annum, computed on the basis of a 365‑day year and the actual number of days elapsed.

(ii) The Note shall be amortized over thirty‑six (36) months, with fixed monthly installments of US $5,000.00, commencing ninety (90) days after the Closing Date.

(iii) In addition to the monthly installments, Buyer shall make the following balloon payments toward the outstanding principal and accrued interest:

● US $200,000.00 on the first anniversary of the Closing Date;

● US $300,000.00 on the second anniversary of the Closing Date; and

● US $300,000.00 on the third anniversary of the Closing Date.

(iv) Buyer shall have the right to prepay all or any portion of the outstanding principal and accrued interest under the Note at any time without premium or penalty.

(v) The Note shall be secured by:

● (A) a pledge by Buyer of all of the Shares pursuant to a Stock Pledge Agreement in substantially the form attached hereto as Exhibit B (the “Stock Pledge Agreement”);

● (B) a deed of trust or mortgage lien on the Real Property owned by the Company in favor of Seller, in substantially the form attached hereto as Exhibit C (the “Deed of Trust”), the title insurance, closing and recording mechanics for which are documented through the Real Estate Contract; and

● (C) a UCC‑1 financing statement filed against the Company granting Seller a security interest in all assets of the Company, pursuant to a Security Agreement in substantially the form attached hereto as Exhibit D (the “Security Agreement”).

(vi) The Stock Pledge Agreement, the Deed of Trust, the Security Agreement, and the Real Estate Contract are collectively referred to herein as the “Security Documents.”

(d) No Earnest Money. No earnest money is required or payable under this Agreement. Buyer’s earnest money obligation, if any, is US $0.00.

(e) No Additional Purchase Price for Real Property. The Parties acknowledge and agree that the Purchase Price set forth in this Section 1.3 represents the total consideration payable by Buyer to Seller for the Shares and the covenants contained in this Agreement, and that such Purchase Price economically reflects the value of all assets of the Company, including the Real Property. No separate or additional purchase price is payable under the Real Estate Contract or any related instrument for the Real Property, and any amounts stated in the Real Estate Contract are intended solely to mirror and evidence the Purchase Price and the payment obligations set forth in this Agreement and the Note, and shall not be construed to create any duplicate or additional payment obligations.

1.4 Escrow Holdback.

(a) At the Closing, US $125,000.00 (the “Escrow Amount”) of the Closing Payment shall be deposited by Buyer into an escrow account with Texas Title Company (the “Escrow Agent”) pursuant to an escrow agreement among Buyer, Seller, and the Escrow Agent, in substantially the form attached hereto as Exhibit E (the “Escrow Agreement”).

(b) The Escrow Amount shall be held by the Escrow Agent for a period of sixty (60) days from the Closing Date (the “Escrow Period”) to secure Seller’s indemnification obligations under Article 7 and to effect any post‑closing purchase price adjustments as set forth in this Agreement.

(c) At the expiration of the Escrow Period, the Escrow Agent shall release the Escrow Amount to Seller, less any amounts subject to pending indemnification claims properly asserted by Buyer in writing on or before the last day of the Escrow Period, in accordance with the terms and conditions of the Escrow Agreement.

1.5 Allocation of Purchase Price; Tax Treatment.

(a) For federal and state Tax purposes, the Purchase Price shall be allocated to the Shares. Buyer and Seller acknowledge that, in a stock purchase, the Purchase Price is paid for the Shares themselves, and no allocation of the Purchase Price among the Company’s underlying assets is required for purposes of Section 1060 of the Internal Revenue Code of 1986, as amended (the “Code”).

(b) Seller and Buyer shall each file all Tax Returns and report the Transaction in a manner consistent with the treatment of the Transaction as a purchase and sale of the Shares. Neither Party shall take any Tax position (whether in an audit, Tax Return, or otherwise) that is inconsistent with the treatment of the Transaction as a stock purchase.

(c) Seller and Buyer intend that the Company’s S corporation election will terminate immediately upon the Closing as a result of Buyer (a limited liability company) becoming the sole shareholder of the Company. From and after the Closing, the Company will be treated as a C corporation or may make an election to be treated as a partnership or disregarded entity for Tax purposes, as Buyer may determine in its sole discretion.​

The execution and delivery of the Real Estate Contract and the other Security Documents shall not be treated by either Party as a separate sale of the Real Property for Tax purposes, but solely as collateralization and documentation of the Transaction described in this Agreement.

1.6 Closing Statement.

At least two (2) business days prior to the Closing, Seller shall deliver to Buyer a closing statement (the “Closing Statement”) setting forth:

(a) the calculation of the Purchase Price and the amounts to be paid at Closing, including the Escrow Amount;

(b) all indebtedness of the Company that will be paid off at or prior to Closing, together with payoff letters in form and substance reasonably acceptable to Buyer, indicating the amount required to discharge such indebtedness and obtain the release of any Liens securing such indebtedness;

(c) the wire transfer instructions for Seller for receipt of the Closing Payment (net of the Escrow Amount); and

(d) a schedule setting forth the anticipated uses and disbursements of the Closing Payment at Closing.​

1.7 Company Indebtedness.

(a) Schedule 1.7 sets forth all indebtedness for borrowed money of the Company as of the date of this Agreement (the “Company Indebtedness”).

(b) Seller shall cause the Company to pay off and satisfy in full all Company Indebtedness at or immediately prior to Closing, and to obtain and deliver to Buyer at Closing all payoff letters, lien releases, UCC‑3 termination statements, and other documents reasonably required by Buyer to evidence the full satisfaction and release of all Liens on the Company’s assets or the Shares securing such Company Indebtedness.

(c) Notwithstanding Section 1.7(b), if Buyer consents in writing, certain Company Indebtedness identified on Schedule 1.7(c) may remain outstanding after Closing and shall be assumed by the Company (and thereby by Buyer as the post‑Closing shareholder). Any such assumed indebtedness shall be listed on Schedule 1.7(c) and reflected in the Closing Statement.​

1.8 Withholding.

Buyer shall be entitled to deduct and withhold from any payment made pursuant to this Agreement all Taxes that Buyer may be required to deduct and withhold under applicable Law. All such withheld amounts shall be treated as paid to Seller hereunder. Seller represents and warrants that Seller is not a “foreign person” as that term is used in Treasury Regulations Section 1.1445‑2, and Seller shall deliver to Buyer at Closing a certificate of non‑foreign status in the form required by such Treasury Regulations.​

ARTICLE 2

CLOSING

2.1 Closing Date.

The closing of the Transaction (the “Closing”) shall take place through the electronic exchange of documents and signatures (including via email or electronic signature platform) on or before February 28, 2026, or such other date as Buyer and Seller may mutually agree in writing (the “Closing Date”). The Closing shall be deemed effective as of 11:59 p.m. Central Time on the Closing Date (the “Effective Time”).​

Simultaneous Closing with Real Estate Contract. The Parties acknowledge and agree that the closing of the transactions contemplated by this Agreement and the closing of the transactions contemplated by the Real Estate Contract are intended to occur simultaneously as part of a single, integrated transaction. Closing under this Agreement is expressly conditioned upon the closing under the Real Estate Contract, and closing under the Real Estate Contract is expressly conditioned upon the closing under this Agreement. If either such closing fails to occur for any reason, then neither closing shall be deemed to have occurred, and this Agreement shall terminate in accordance with its terms.

2.2 Closing Deliveries by Seller.

At the Closing, Seller shall deliver or cause to be delivered to Buyer the following:

(a) stock certificates representing all of the Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer;

(b) a resignation letter from Seller as an officer and director of the Company, effective as of the Closing, in the form attached hereto as Exhibit F;

(c) the corporate minute book, stock ledger, corporate seal, and all other corporate records of the Company;

(d) evidence reasonably satisfactory to Buyer of the payoff and release of all Company Indebtedness required to be paid off pursuant to Section 1.7, including payoff letters, lien releases, and UCC‑3 termination statements;

(e) a certificate of Seller, dated as of the Closing Date, certifying that the conditions set forth in Section 6.1 have been satisfied;

(f) the Note, duly executed by Buyer;

(g) the Stock Pledge Agreement, duly executed by Buyer;

(h) the Deed of Trust, duly executed by the Company;

(i) the Security Agreement, duly executed by the Company;

(j) the Escrow Agreement, duly executed by Buyer and Seller;

(k) a certificate of the Secretary of the Company certifying (i) the resolutions of the board of directors of the Company approving this Agreement, the Transaction, the Security Documents to which the Company is a party, and the other transactions contemplated hereby, and (ii) the incumbency and signatures of the officers of the Company executing documents on behalf of the Company;

(l) a Non‑Competition and Non‑Solicitation Agreement executed by Seller in favor of Buyer and the Company, in substantially the form attached hereto as Exhibit G (the “Non‑Compete Agreement”);

(m) a certificate of good standing for the Company issued by the Texas Secretary of State, dated within ten (10) days of the Closing Date;

(n) evidence reasonably satisfactory to Buyer that all required consents, approvals, and waivers from third parties (including governmental authorities) have been obtained, or a written waiver by Buyer of this requirement;

(o) a bring‑down certificate updating Schedule 3.9 (Material Contracts and Customer Accounts) and Schedule 3.10(a) (Employees and Independent Contractors) to reflect the status of such matters as of the Closing Date;

(p) copies of any title insurance policies, surveys, appraisals, environmental reports, and other due diligence materials relating to the Real Property and the Business that are in Seller’s or the Company’s possession;

(q) access credentials for all bank accounts, credit card accounts, online accounts, software systems, and other business systems of the Company; and

(r) such other documents, instruments, and certificates as Buyer may reasonably request to consummate the Transaction.

2.3 Closing Deliveries by Buyer.

At the Closing, Buyer shall deliver or cause to be delivered to Seller the following:

(a) the Closing Payment (less the Escrow Amount) by wire transfer of immediately available funds to the account designated by Seller in the Closing Statement;

(b) the Escrow Amount by wire transfer of immediately available funds to the Escrow Agent;

(c) the Note, duly executed by Buyer;

(d) the Stock Pledge Agreement, duly executed by Buyer;

(e) the Escrow Agreement, duly executed by Buyer;

(f) a certificate of Buyer, dated as of the Closing Date, certifying that the conditions set forth in Section 6.2 have been satisfied; and

(g) such other documents, instruments, and certificates as Seller may reasonably request to consummate the Transaction.

ARTICLE 3

SELLER’S REPRESENTATIONS AND WARRANTIES

Seller represents and warrants to Buyer that the statements contained in this Article 3 are true, correct, and complete as of the date of this Agreement and will be true, correct, and complete as of the Closing Date (except as expressly set forth in the disclosure schedules attached hereto, which are collectively referred to as the “Schedules”).​

3.1 Authority and Capacity of Seller.

Seller has full legal capacity and authority to enter into this Agreement and to perform Seller’s obligations hereunder. The execution, delivery, and performance of this Agreement by Seller have been duly authorized. This Agreement constitutes the valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the rights of creditors generally.​

3.2 No Conflicts – Seller.

Neither the execution, delivery, and performance of this Agreement by Seller, nor the consummation of the Transaction, will:

(a) conflict with or result in a breach of any agreement or instrument to which Seller is a party or by which Seller is bound;

(b) result in a violation of any applicable Law, ordinance, regulation, permit, authorization, decree, or order of any court or other governmental entity applicable to Seller; or

(c) require any consent, waiver, approval, or authorization of, or registration or filing with, any third party (including any governmental entity), except for such consents, waivers, approvals, authorizations, registrations, or filings that have been obtained or made prior to the Closing.​

3.3 Title to Shares.

(a) Seller is the sole record and beneficial owner of the Shares and has good and valid title to the Shares, free and clear of all Liens.

(b) The Shares constitute one hundred percent (100%) of the issued and outstanding capital stock of the Company. There are no other shares of capital stock or other equity securities of the Company issued or outstanding.

(c) Upon delivery to Buyer at the Closing of the stock certificates representing the Shares, duly endorsed or accompanied by duly executed stock powers, Buyer will acquire good and valid title to the Shares, free and clear of all Liens (other than Liens created by Buyer or arising under applicable securities Laws).

(d) Other than this Agreement, Seller is not a party to any contract, agreement, option, warrant, right, or commitment for the sale, transfer, or disposition of any of the Shares or any interest therein.​

3.4 Organization, Qualification and Authority of the Company.

(a) The Company is a corporation duly organized, validly existing, and in good standing under the Laws of the State of Texas and has full corporate power and authority to own, lease, and operate its properties and assets and to carry on the Business as presently conducted.

(b) The Company is qualified to do business and is in good standing in each jurisdiction in which the nature of the Business or the ownership, leasing, or operation of its properties or assets requires such qualification, except where the failure to be so qualified would not have a material adverse effect on the Business or the Company.

(c) True, correct, and complete copies of the Certificate of Formation and Bylaws of the Company, as currently in effect, have been delivered or made available to Buyer. The Company is not in violation of any provision of its Certificate of Formation or Bylaws.

(d) The Company has all requisite corporate power and authority to execute and deliver the Security Documents to which it is a party and to perform its obligations thereunder. The execution, delivery, and performance of the Security Documents by the Company have been duly authorized by all necessary corporate action. Each of the Security Documents, when executed and delivered by the Company, will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, or other Laws affecting the rights of creditors generally.

3.5 Capitalization.

(a) The authorized capital stock of the Company consists solely of the Shares, all of which are issued and outstanding and held of record and beneficially by Seller.

(b) All of the Shares have been duly authorized and validly issued, are fully paid and non‑assessable, and were issued in compliance with all applicable federal and state securities Laws.

(c) There are no outstanding options, warrants, convertible securities, stock appreciation rights, redemption rights, repurchase rights, agreements, arrangements, calls, commitments, or rights of any kind relating to the issuance, sale, transfer, or voting of any shares of capital stock or other equity securities of the Company or obligating the Company or Seller to issue, sell, transfer, or otherwise dispose of any capital stock or other equity securities of the Company.

(d) There are no outstanding or authorized stock appreciation, phantom stock, profit participation, or similar rights with respect to the Company.

(e) There are no voting trusts, proxies, shareholder agreements, or other agreements or understandings with respect to the voting or transfer of any of the Shares.

3.6 Subsidiaries; Investments.

The Company does not own, directly or indirectly, any capital stock or other equity interest in any other person or entity, and is not a party to any joint venture, partnership, or similar arrangement.​

3.7 No Conflicts – Company.

Neither the execution, delivery, and performance by the Company of the Security Documents to which it is a party, nor the consummation of the Transaction, will:

(a) conflict with or result in a breach of the Certificate of Formation or Bylaws of the Company;

(b) conflict with, result in a breach of, constitute a default or event of default (or an event that, with the passage of time or the giving of notice or both, would constitute a default or event of default) under, require any consent under, or give rise to any right of termination, cancellation, or acceleration under any of the terms, conditions, or provisions of any Material Contract (as defined in Section 3.9);

(c) result in a violation of any applicable Law, ordinance, regulation, permit, authorization, decree, or order of any court or other governmental entity applicable to the Company or the Business; or

(d) create or impose any Lien on any of the Company’s assets or properties, except for the Liens created by the Security Documents in favor of Seller.​

3.8 Financial Statements.

(a) Seller has delivered or made available to Buyer true, correct, and complete copies of the following financial statements of the Company (collectively, the “Financial Statements”):

(i) unaudited balance sheets of the Company as of December 31, 2022, December 31, 2023, and December 31, 2024, and the related statements of income, changes in shareholders’ equity, and cash flows for the fiscal years then ended (the “Annual Financial Statements”); and

(ii) an unaudited balance sheet of the Company as of ____________, 2026 (the “Interim Balance Sheet” and such date, the “Interim Balance Sheet Date”), and the related statements of income, changes in shareholders’ equity, and cash flows for the period from January 1, 2026 through the Interim Balance Sheet Date (the “Interim Financial Statements”).

(b) The Financial Statements fairly present in all material respects the financial condition and results of operations, changes in shareholders’ equity, and cash flows of the Company as of the respective dates thereof and for the periods covered thereby, and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered thereby (subject, in the case of the Interim Financial Statements, to normal year‑end adjustments).

(c) The books and records of the Company from which the Financial Statements were prepared have been maintained accurately in all material respects in the ordinary course of business; the transactions entered therein represent bona fide transactions; and the revenues, expenses, assets, and liabilities of the Company have been properly recorded in all material respects therein.

3.9 Absence of Undisclosed Liabilities.

The Company is not subject to any liability or obligation, whether absolute, contingent, accrued, or otherwise, and whether or not of a type required to be reflected on a balance sheet prepared in accordance with generally accepted accounting principles, except for:

(a) liabilities that are reflected or reserved against on the Interim Balance Sheet;

(b) liabilities that have arisen in the ordinary course of business since the Interim Balance Sheet Date and that are not, individually or in the aggregate, material in amount; and

(c) liabilities under Material Contracts entered into in the ordinary course of business that do not result from any breach or default thereunder by the Company.​

3.10 Absence of Certain Changes.

Since the Interim Balance Sheet Date, the Company has conducted the Business only in the ordinary course of business consistent with past practice, and there has not been:

(a) any material adverse change in the business, operations, properties, assets, liabilities, financial condition, or results of operations of the Company or the Business;

(b) any damage, destruction, or loss (whether or not covered by insurance) to the properties or assets of the Company materially and adversely affecting the Business, other than normal wear and tear;

(c) any sale, lease, transfer, assignment, or other disposition of any material assets of the Company, other than sales of inventory in the ordinary course of business;

(d) any acceleration, termination, material modification, or cancellation of any Material Contract;

(e) any mortgage, pledge, security interest, encumbrance, or Lien imposed upon any material asset of the Company, except for Liens for Taxes, assessments, and other governmental charges not yet due and payable;

(f) any change in any method of accounting or accounting practice by the Company;

(g) any increase in or modification of the compensation or benefits payable or to become payable by the Company to any of its current or former employees, except in the ordinary course of business consistent with past practice;

(h) any adoption of, or increase in benefits under, any bonus, insurance, severance, deferred compensation, pension, retirement, profit‑sharing, stock option (including the granting of stock options, stock appreciation rights, performance awards, or restricted stock awards), stock purchase, or other employee benefit plan, or any other increase in the compensation payable or to become payable to any employee;

(i) any labor dispute, other than routine individual grievances, or any activity or proceeding by a labor union or representative thereof to organize any employees of the Company;

(j) any making of any loan, advance, or capital contribution to, or investment in, any person or entity;

(k) any incurrence, assumption, or guarantee of any indebtedness for borrowed money;

(l) any cancellation or waiver of any claims or rights of substantial value;

(m) any capital expenditures or commitments for additions to property, plant, or equipment in excess of $10,000 individually or $25,000 in the aggregate;

(n) any payment, discharge, or satisfaction of any claim, liability, or obligation (whether absolute, accrued, contingent, or otherwise), other than payment, discharge, or satisfaction in the ordinary course of business and consistent with past practice of liabilities reflected or reserved against in the Annual Financial Statements or incurred in the ordinary course of business since the date of the Annual Financial Statements;

(o) any material change in the Company’s cash management practices or policies regarding the timing of collection of accounts receivable or payment of accounts payable;

(p) any agreement or commitment by the Company to do any of the foregoing; or

(q) any notice or other communication from any customer or vendor of the Company regarding any material change in its business relationship with the Company.

3.11 Title to Assets; Condition and Sufficiency of Assets.

(a) The Company has, or upon payment of the Company Indebtedness to be paid off at Closing will have, good and valid title to all of its tangible and intangible assets and properties (including the Real Property), free and clear of all Liens, except for:

(i) Liens for Taxes not yet due and payable or being contested in good faith;

(ii) mechanics’, carriers’, workers’, repairers’, warehouse operators’, and other similar Liens arising by operation of law in the ordinary course of business and not yet due and payable;

(iii) zoning, entitlement, building, and other land use regulations imposed by governmental authorities having jurisdiction over the Real Property that do not materially and adversely affect the current use or occupancy of the Real Property;

(iv) easements, covenants, conditions, restrictions, and other similar matters of record affecting title to the Real Property that do not materially and adversely affect the current use or occupancy of the Real Property; and

(v) the Liens to be created by the Security Documents in favor of Seller.

(b) All equipment, machinery, tools, vehicles, and other material items of tangible property and assets owned or leased by the Company are:

(i) in good and serviceable operating condition and repair, subject to normal wear and tear;

(ii) maintained in accordance with good business practices;

(iii) usable in the regular and ordinary course of the Business; and

(iv) not in violation of any applicable Laws relating to their construction, use, and operation.

(c) All inventory of the Company is:

(i) of a quality and quantity usable and saleable in the ordinary course of the Business;

(ii) valued in accordance with generally accepted accounting principles consistently applied; and

(iii) maintained at commercially reasonable levels in accordance with past practice.

(d) The assets and properties owned and leased by the Company (including the Real Property) constitute all of the assets and properties necessary to operate the Business in substantially the same manner as currently operated by the Company.

3.12 Real Property.

(a) Schedule 3.12(a) lists the Real Property owned by the Company. The Company has good and marketable fee simple title to the Real Property, free and clear of all Liens, except for Permitted Liens (as defined in Section 3.11(a)) and the Liens to be created by the Security Documents.

(b) The Company does not own any real property other than the Real Property listed on Schedule 3.12(a).

(c) The Company does not lease any real property as lessee.

(d) The Company has not received any written notice of any pending or threatened condemnation, eminent domain, or similar proceeding affecting all or any portion of the Real Property.

(e) To Seller’s knowledge, there are no material physical defects in the Real Property, and the improvements located on the Real Property are in good condition and repair, subject to normal wear and tear.

(f) The Real Property has direct access to public roads and has all necessary utilities (including water, sewer, gas, electric, and telephone service) available to service the Real Property for its current use.

(g) The current use and occupancy of the Real Property by the Company for the operation of the Business does not violate any applicable zoning, building, environmental, or other Law.

3.13 Material Contracts and Customer Accounts.

(a) Schedule 3.13(a) lists all written and oral contracts and agreements to which the Company is a party or by which the Company or any of its assets or properties is bound, other than those contracts and agreements that have been fully performed by all parties thereto and under which no party thereto has any rights or obligations (collectively, the “Material Contracts”), including:

(i) any agreement (or group of related agreements) for the lease of personal property to or from any person or entity requiring payments in excess of $5,000 per year;

(ii) any agreement for the purchase, sale, or lease of real property;

(iii) any agreement (or group of related agreements) for the purchase or sale of supplies, products, or other personal property, or for the furnishing or receipt of services, requiring payments in excess of $10,000 per year or that cannot be terminated by the Company on thirty (30) days’ notice or less without penalty;

(iv) any agreement concerning a partnership, joint venture, or other similar arrangement involving a sharing of profits and losses;

(v) any agreement (or group of related agreements) under which the Company has created, incurred, assumed, or guaranteed any indebtedness for borrowed money, or any capitalized lease obligation, or under which the Company has imposed a Lien on any of its assets (other than the Security Documents to be executed at Closing);

(vi) any material agreement concerning confidentiality or any agreement regarding non‑competition or non‑solicitation;

(vii) any profit‑sharing, stock option, stock purchase, stock appreciation, deferred compensation, severance, or other material plan or arrangement for the benefit of current or former directors, officers, or employees of the Company;

(viii) any collective bargaining agreement or other agreement with any labor union;

(ix) any agreement for the employment of any individual on a full‑time, part‑time, consulting, or other basis providing for annual compensation in excess of $50,000;

(x) any agreement for management or consulting services;

(xi) any agreement under which the Company has advanced or loaned any amount to any of its officers, directors, employees, shareholders, or any other person or entity (other than advances for travel and business expenses in the ordinary course of business);

(xii) any agreement that relates to the acquisition or disposition of any business or material assets or properties (whether by merger, sale of stock, sale of assets, or otherwise);

(xiii) any agreement that relates to the compromise or settlement of any litigation, arbitration, or other proceeding requiring payments by the Company in excess of $10,000;

(xiv) any agreement with any governmental entity;

(xv) any agreement with any affiliate of the Company or Seller; and

(xvi) any other agreement (or group of related agreements) the performance of which involves consideration in excess of $10,000 per year or that is otherwise material to the Business.

(b) Seller has delivered or made available to Buyer a correct and complete copy of each written Material Contract (including all amendments and addenda thereto). With respect to each Material Contract:

(i) the Material Contract is legal, valid, binding, enforceable in accordance with its terms, and in full force and effect;

(ii) neither the Company nor, to Seller’s knowledge, any other party thereto is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default, or permit termination, modification, or acceleration under the Material Contract; and

(iii) to Seller’s knowledge, no party has repudiated any material provision of the Material Contract.

(c) Schedule 3.13(c) lists all customer accounts of the Company that:

(i) have outstanding warranty obligations owed by the Company;

(ii) have purchased products or services from the Company within the last twelve (12) months; or

(iii) have outstanding orders or registrations with the Company (collectively, the “Customer Accounts” and the customers subject thereto, the “Customers”).

(d) With respect to each Customer Account that is subject to a written service agreement or outstanding warranty, all such Customer Accounts are subject to a written agreement or warranty on the Company’s standard form agreement or warranty, copies of which have been provided to Buyer, or subject to a written agreement provided by the applicable Customer that does not differ materially from such form agreement or warranty.

(e) The consummation of the Transaction will not result in the breach, termination, or modification of any Material Contract or Customer Account, and no consent of any third party is required in connection with the Transaction with respect to any Material Contract or Customer Account.

3.14 Accounts Receivable; Accounts Payable.

(a) All accounts receivable of the Company reflected on the Interim Balance Sheet or arising after the Interim Balance Sheet Date (the “Accounts Receivable”) represent or will represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business. Except as set forth on Schedule 3.14(a), the Accounts Receivable are current and collectible in the ordinary course of business, net of any reserve for bad debts shown on the Interim Balance Sheet (as adjusted for the passage of time in accordance with the Company’s past practice).

(b) All accounts payable of the Company reflected on the Interim Balance Sheet or arising after the Interim Balance Sheet Date (the “Accounts Payable”) represent or will represent valid obligations of the Company arising from purchases actually made or services actually received in the ordinary course of business. Except as set forth on Schedule 3.14(b), the Company is not delinquent in the payment of any Accounts Payable beyond normal payment terms.

3.15 Inventory.

The inventory of the Company as of the Closing Date will be valued at the lower of cost or market value, determined on a basis consistent with the Company’s past practice. The inventory of the Company consists of items of a quality and quantity usable or saleable in the ordinary course of business, subject to reserves for excess, obsolete, and slow‑moving inventory consistent with past practice.

3.16 Employees and Independent Contractors; Employee Benefits.

(a) Schedule 3.16(a) sets forth a true, correct, and complete list of:

(i) all employees of the Company, including each such employee’s name, position, current rate of compensation, accrued vacation and paid time off, and start date; and

(ii) all independent contractors who provide services to the Company, including each such independent contractor’s name, current rate of compensation, and a description of any written agreements entered into between the Company and such independent contractor, if any.

(b) The Company is not a party to or bound by any collective bargaining agreement, nor is the Company involved in any labor discussion with any unit or group seeking to become the bargaining unit for any of the Company’s employees, nor is Seller aware of an intention by any such unit or group to commence any organizational activities among such employees.

(c) Schedule 3.16(c) lists each employee benefit plan, contract, agreement, policy, or arrangement maintained, sponsored, contributed to, or required to be contributed to by the Company for the benefit of any current or former employee, officer, or director of the Company, including, without limitation, any:

(i) “employee pension benefit plan” as defined in Section 3(2) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”);

(ii) “employee welfare benefit plan” as defined in Section 3(1) of ERISA;

(iii) bonus, incentive compensation, deferred compensation, stock option, stock purchase, or other equity‑based compensation plan or arrangement;

(iv) severance pay, termination pay, or change‑in‑control plan or arrangement;

(v) vacation, sick leave, paid time off, or other paid leave plan, program, or arrangement;

(vi) life insurance, health, medical, dental, vision, disability, accident, or other welfare benefit plan, program, or arrangement; and

(vii) fringe benefit plan, program, or arrangement, including any cafeteria benefit plan under Code Section 125 or dependent care plan under Code Section 129

(collectively, the “Benefit Plans”).

(d) With respect to each Benefit Plan:

(i) Seller has delivered or made available to Buyer true, correct, and complete copies of all plan documents, summary plan descriptions, trust agreements, insurance contracts, and other documents relating to such Benefit Plan;

(ii) each Benefit Plan has been administered in all material respects in accordance with its terms and in compliance with applicable Law, including ERISA and the Code;

(iii) each Benefit Plan intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the Internal Revenue Service (the “IRS”), and nothing has occurred since the date of such letter that would reasonably be expected to affect the qualified status of such Benefit Plan;

(iv) no Benefit Plan provides post‑retirement medical or life insurance benefits to any former employee (including retirees) of the Company, other than benefits required to be provided under Section 4980B of the Code (“COBRA”);

(v) no Benefit Plan is a “multiemployer plan” as defined in Section 3(37) of ERISA;

(vi) no Benefit Plan is subject to Title IV of ERISA or Section 412 of the Code;

(vii) there are no pending or, to Seller’s knowledge, threatened claims (other than routine claims for benefits in the ordinary course) by, on behalf of, or against any of the Benefit Plans or any trusts related thereto; and

(viii) all contributions, premiums, and other payments required to be made with respect to any Benefit Plan have been timely made or, if not yet due, have been properly accrued on the Interim Balance Sheet.

(e) The Company has complied in all material respects with all applicable Laws relating to employment, including those relating to wages, hours, collective bargaining, occupational safety and health, employment practices, immigration, the payment and withholding of Taxes, and workers’ compensation.

(f) There is no claim, action, suit, investigation, or proceeding pending or, to Seller’s knowledge, threatened against the Company relating to any current or former employee, including any claim of wrongful termination, discrimination, harassment, retaliation, or breach of contract.

(g) Schedule 3.16(g) lists all accrued but unused vacation and paid time off for all employees as of the Interim Balance Sheet Date. Seller shall cause the Company to pay out, or cause to be reflected as a liability on the Closing Statement, all accrued but unused vacation and paid time off as of the Closing Date.

3.17 Litigation.

(a) Except as set forth on Schedule 3.17, there is no claim, action, suit, arbitration, investigation, or proceeding pending or, to Seller’s knowledge, threatened against or affecting the Company, the Business, or any of the assets or properties of the Company, at law or in equity, or before or by any federal, state, municipal, or other governmental department, commission, board, bureau, agency, or instrumentality.

(b) There is no outstanding judgment, order, writ, injunction, or decree of any court or governmental entity against or affecting the Company, the Business, or any of the assets or properties of the Company.

3.18 Compliance with Laws; Permits.

(a) The Company has complied in all material respects with all applicable Laws (including all applicable federal, state, and local laws, statutes, ordinances, codes, rules, regulations, permits, licenses, approvals, authorizations, and orders) relating to the conduct of the Business or the ownership, lease, or operation of its properties and assets.

(b) Schedule 3.18(b) lists all material permits, licenses, registrations, certificates, orders, and approvals issued by any governmental entity that are held by or issued to the Company and that are necessary for the lawful conduct of the Business as currently conducted (collectively, the “Permits”). All such Permits are in full force and effect, and no suspension, revocation, or cancellation of any such Permit is pending or, to Seller’s knowledge, threatened. The Company is in compliance in all material respects with all Permits.

(c) To Seller’s knowledge, in connection with the Transaction, no Permit is required to be transferred, assigned, or reissued to Buyer, and all Permits will remain in full force and effect following the Closing without any action required by the Company or Buyer.

3.19 Environmental Matters.

(a) The Company has complied and is in compliance in all material respects with all applicable Environmental Laws.

(b) The Company has obtained all environmental permits, licenses, authorizations, and approvals required for the operation of the Business and is in compliance in all material respects with the terms and conditions thereof.

(c) The Company has not received any written notice, demand, letter, claim, or request for information from any governmental entity or any other person or entity alleging that the Company may be in violation of, or liable under, any Environmental Law.

(d) To Seller’s knowledge:

(i) there are no underground storage tanks, asbestos‑containing materials, or polychlorinated biphenyls (PCBs) located on or in the Real Property;

(ii) there has been no release of any Hazardous Material on, at, under, or from the Real Property in violation of Environmental Laws; and

(iii) there are no other environmental conditions on, at, under, or affecting the Real Property that would reasonably be expected to result in any material liability to the Company under Environmental Laws or to require material remediation or corrective action under Environmental Laws.

(e) For purposes of this Agreement:

(i) “Environmental Laws” means all applicable federal, state, and local laws, statutes, ordinances, codes, rules, regulations, permits, licenses, approvals, authorizations, and orders relating to pollution, protection of the environment or public health and safety, or the use, handling, storage, treatment, disposal, release, or threatened release of Hazardous Materials, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. §§ 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §§ 6901 et seq.), and the Clean Water Act (33 U.S.C. §§ 1251 et seq.), each as amended.

(ii) “Hazardous Materials” means any substance, material, or waste that is regulated, defined, designated, or classified as hazardous, toxic, radioactive, dangerous, a pollutant, a contaminant, petroleum, oil, or words of similar meaning or effect under any Environmental Law, including any petroleum or petroleum products, asbestos or asbestos‑containing materials, polychlorinated biphenyls, lead‑based paint, radon, mold, or any other substance that is the subject of regulatory action by any governmental entity under any Environmental Law.

3.20 Taxes.

(a) The Company has timely filed all Tax Returns that it was required to file under applicable Law. All such Tax Returns were correct and complete in all material respects and were prepared in accordance with applicable Law.

(b) The Company has timely paid all Taxes that it was required to pay (whether or not shown on any Tax Return). There are no Liens for Taxes on any of the assets or properties of the Company, except Liens for Taxes not yet due and payable.

(c) The Company is not currently the beneficiary of any extension of time within which to file any Tax Return.

(d) There are no outstanding agreements or waivers extending the statutory period of limitation applicable to any Taxes or Tax Returns of the Company.

(e) No claim has ever been made by any Tax authority in a jurisdiction where the Company does not file Tax Returns that the Company is or may be subject to taxation by that jurisdiction.

(f) The Company has withheld and paid all Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, shareholder, or other third party, and all IRS Forms W‑2 and 1099 (and state and local equivalents thereof) required with respect thereto have been properly completed and timely filed.

(g) The Company is not currently a party to any audit, action, claim, or other judicial or administrative proceeding being conducted by any Tax authority. The Company has not received from any Tax authority (including jurisdictions where the Company has not filed Tax Returns) any:

(i) written notice indicating an intent to open an audit or other review;

(ii) request for information related to Tax matters; or

(iii) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Tax authority against the Company.

(h) Seller has delivered or made available to Buyer correct and complete copies of all federal, state, and local income Tax Returns filed by the Company since January 1, 2022, and all examination reports and statements of deficiencies assessed against or agreed to by the Company since such date.

(i) The Company is not, and has never been, a party to or bound by any Tax‑sharing, Tax‑allocation, or Tax‑indemnity agreement or arrangement (other than an agreement or arrangement the primary purpose of which is not related to Taxes, such as a lease or loan agreement).

(j) The Company is not, and has never been, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code.

(k) The Company has not agreed to, and is not required to, make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise, and the IRS has not proposed any such adjustment or change in accounting method.

(l) The Company is currently, and at all times since its formation has been, an “S corporation” as defined in Section 1361(a)(1) of the Code for federal income Tax purposes. The Company has made valid and effective elections to be treated as an S corporation under Section 1362(a) of the Code and under the Laws of each state and other jurisdiction in which such elections are permitted and have any effect (collectively, “Seller’s S Election”). No Tax authority has challenged the effectiveness of Seller’s S Election. Seller acknowledges and agrees that the Company’s S corporation election will terminate immediately upon the Closing as a result of Buyer becoming the sole shareholder of the Company.

(m) For purposes of this Agreement:

(i) “Tax” or “Taxes” means any federal, state, local, or foreign income, gross receipts, capital, branch profits, windfall profits, severance, production, property, sales, use, license, excise, franchise, employment, payroll, withholding, alternative or add‑on minimum, ad valorem, transfer, stamp, or environmental tax, or any other tax, custom, duty, governmental fee, or other like assessment or charge of any kind whatsoever, together with any interest, penalty, addition to tax, or additional amount imposed by any Tax authority, and including any liability for Taxes as a transferee or successor or pursuant to any Tax‑sharing, Tax‑allocation, or Tax‑indemnity agreement or arrangement.

(ii) “Tax Return” means any return, declaration, report, claim for refund, information return, or other document (including any related or supporting schedules, statements, or information) filed or required to be filed with any Tax authority in connection with the determination, assessment, collection, or payment of any Tax or the administration of any Laws relating to any Tax.

3.21 Insurance.

(a) Schedule 3.21 lists all policies of insurance maintained by or on behalf of the Company, showing the insurer, policy number, coverage amounts, expiration date, and whether coverage is on an occurrence or claims‑made basis.

(b) All such insurance policies are in full force and effect, and all premiums due and payable thereon have been paid. The Company is not in default under any of such policies and has not failed to give any notice or to present any claim under any such policy in a due and timely fashion.

(c) Schedule 3.21 also lists all insurance claims made by the Company in the last three (3) years, showing the insurer, policy, claim amount, date of claim, and current status.

(d) To Seller’s knowledge, there are no circumstances that would reasonably be expected to result in a material insurance claim by the Company that has not been reported to the applicable insurer.

3.22 Bank Accounts and Credit Cards.

Schedule 3.22 lists all bank accounts, deposit accounts, securities accounts, credit card accounts, and other similar accounts maintained by or on behalf of the Company, showing the name and address of the financial institution, the account number, the type of account, the authorized signatories, and the approximate balance as of the date of this Agreement. All such accounts are in the name of the Company and are not in the name of Seller or any other person or entity.

3.23 Intellectual Property.

(a) Schedule 3.23(a) lists all registered or applied‑for trademarks, service marks, trade names, domain names, copyrights, and patents owned by or licensed to the Company (collectively, the “Intellectual Property”).

(b) The Company owns or has the right to use all Intellectual Property necessary to conduct the Business as currently conducted. The Company’s ownership or use of the Intellectual Property does not infringe upon or violate the intellectual property rights of any third party, and, to Seller’s knowledge, no third party is infringing upon or violating any Intellectual Property owned by the Company.

(c) There are no pending or, to Seller’s knowledge, threatened claims against the Company alleging infringement or violation of the intellectual property rights of any third party.

(d) The consummation of the Transaction will not result in the loss or impairment of any Intellectual Property rights of the Company.

3.24 Brokers and Intermediaries.

Except as set forth on Schedule 3.24, neither Seller nor the Company has employed any broker, finder, investment banker, advisor, or intermediary in connection with the Transaction who would be entitled to a broker’s, finder’s, or similar fee or commission in connection therewith or upon the consummation thereof. Seller shall be solely responsible for any amounts payable to any such broker, finder, advisor, or intermediary listed on Schedule 3.24.

3.25 Related Party Transactions.

Except as set forth on Schedule 3.25, there are no agreements, arrangements, understandings, or transactions between the Company, on the one hand, and Seller or any affiliate of Seller (other than the Company), on the other hand. All such agreements, arrangements, understandings, and transactions set forth on Schedule 3.25 were entered into on an arm’s‑length basis and on commercially reasonable terms.

3.26 Customers and Suppliers.

(a) Schedule 3.26(a) lists the ten (10) largest customers of the Company (by revenues) for the twelve (12) month period ended on the Interim Balance Sheet Date, showing the approximate revenues received from each such customer during such period.

(b) Schedule 3.26(b) lists the ten (10) largest suppliers or vendors of the Company (by purchases) for the twelve (12) month period ended on the Interim Balance Sheet Date, showing the approximate purchases from each such supplier or vendor during such period.

(c) To Seller’s knowledge, no customer or supplier listed on Schedule 3.26(a) or Schedule 3.26(b) has indicated an intention to cease, reduce, or materially change the terms of its business relationship with the Company as a result of the Transaction or otherwise.

3.27 Full Disclosure.

No representation or warranty by Seller or the Company in this Agreement, and no statement contained in any Schedule or other document, certificate, or instrument furnished or to be furnished to Buyer pursuant to this Agreement, contains or will contain any untrue statement of a material fact, or omits or will omit to state a material fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.

ARTICLE 4

BUYER’S REPRESENTATIONS AND WARRANTIES

Buyer represents and warrants to Seller that the statements contained in this Article 4 are true, correct, and complete as of the date of this Agreement and will be true, correct, and complete as of the Closing Date.

4.1 Organization and Authority.

Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Wyoming. Buyer has full limited liability company power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery, and performance of this Agreement by Buyer, and the consummation of the Transaction, have been duly authorized by all necessary limited liability company action. This Agreement constitutes the valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as the enforcement thereof may be affected by bankruptcy or other Laws affecting the rights of creditors generally.

4.2 No Conflicts.

Neither the execution, delivery, and performance of this Agreement by Buyer, nor the consummation of the Transaction, will:

(a) conflict with or result in a breach of the organizational documents of Buyer;

(b) conflict with, result in a breach of, constitute a default or event of default under any agreement or instrument to which Buyer is a party or by which Buyer is bound;

(c) result in a violation of any applicable Law, ordinance, regulation, permit, authorization, decree, or order of any court or other governmental entity applicable to Buyer; or

(d) require any consent, waiver, approval, or authorization of, or registration or filing with, any third party (including any governmental entity), except for such consents, waivers, approvals, authorizations, registrations, or filings that have been obtained or made prior to the Closing or that are not required until after the Closing.

4.3 Litigation.

There is no claim, action, suit, arbitration, investigation, or proceeding pending or, to Buyer’s knowledge, threatened against or affecting Buyer that would reasonably be expected to prevent or materially delay the consummation of the Transaction.

4.4 Availability of Funds.

Buyer has, or will have at Closing, sufficient funds available to pay the Closing Payment and to consummate the Transaction. Buyer has provided to Seller a proof‑of‑funds letter from Private Loan Experts confirming that the Transaction meets its funding criteria and is approved to proceed to closing (subject only to customary closing conditions).

4.5 Investment Representation.

Buyer is acquiring the Shares for its own account for investment purposes and not with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act of 1933, as amended, or any applicable state securities laws. Buyer acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended, or any state securities laws, and may not be transferred or sold except pursuant to an effective registration statement or an exemption from registration.

4.6 Brokers and Intermediaries.

Buyer has not employed any broker, finder, investment banker, advisor, or intermediary in connection with the Transaction who would be entitled to a broker’s, finder’s, or similar fee or commission in connection therewith or upon the consummation thereof for which Seller or the Company would have any liability.

ARTICLE 5

COVENANTS

5.1 Conduct of Business Prior to Closing.

From the date of this Agreement until the Closing, Seller shall cause the Company to:

(a) conduct the Business only in the ordinary course of business consistent with past practice;

(b) use commercially reasonable efforts to preserve intact the Business, maintain the goodwill of customers, suppliers, and other persons with whom the Company has business relationships, and retain the services of key employees;

(c) maintain the assets and properties of the Company in good condition and repair, subject to normal wear and tear;

(d) maintain in full force and effect all insurance policies covering the Business and the assets and properties of the Company;

(e) comply in all material respects with all applicable Laws and Material Contracts; and

(f) not take any action that would cause any of the representations and warranties in Article 3 to become untrue or any of the events listed in Section 3.10 to occur.

5.2 Access to Information.

From the date of this Agreement until the Closing, Seller shall, and shall cause the Company to:

(a) afford Buyer and its representatives reasonable access during normal business hours to the offices, properties, books, records, contracts, and other documents and information relating to the Company and the Business;

(b) furnish promptly to Buyer such additional financial and operating data and other information relating to the Company and the Business as Buyer may from time to time reasonably request; and

(c) instruct the employees, counsel, accountants, and other representatives of Seller and the Company to cooperate with Buyer in its investigation of the Company and the Business.

5.3 Exclusivity.

From the date of this Agreement until the earlier of the Closing Date or the termination of this Agreement pursuant to Article 10, Seller shall not, and shall cause the Company not to, directly or indirectly:

(a) solicit, initiate, encourage, or entertain any inquiries or proposals from, discuss or negotiate with, provide any non‑public information to, or consider the merits of any unsolicited inquiries or proposals from, any person or entity (other than Buyer) relating to any transaction involving the sale of the Shares, the sale of any material assets of the Company, or any merger, consolidation, business combination, or similar transaction involving the Company;

(b) enter into any agreement, arrangement, or understanding requiring the Company or Seller to abandon, terminate, or fail to consummate the Transaction; or

(c) take any other action that would reasonably be expected to materially impede, interfere with, or delay the consummation of the Transaction.

The exclusivity period set forth in this Section 5.3 shall automatically renew in ten (10)‑day increments if the Parties are working in good faith toward Closing and no Party has terminated this Agreement.

5.4 Regulatory and Other Approvals; Notices and Consents.

(a) Each Party shall use its commercially reasonable efforts to obtain all approvals, authorizations, consents, and waivers from governmental entities and other third parties that are necessary or advisable for the consummation of the Transaction.

(b) Seller shall give all notices to, and shall use commercially reasonable efforts to obtain all consents, waivers, and approvals from, third parties (including governmental entities) that are required in connection with the Transaction.

(c) Neither Seller nor Buyer shall take any action, or fail to take any action, that would reasonably be expected to prevent or materially delay the satisfaction of any of the conditions to Closing set forth in Article 6.

5.5 Confidentiality.

(a) Seller acknowledges that all information concerning the Business, the assets and properties of the Company, and the financial condition and results of operations of the Company is confidential and proprietary information of the Company (collectively, “Confidential Information”).

(b) From and after the Closing, Seller shall hold in confidence all Confidential Information, shall not use any Confidential Information except as required by applicable Law or court order, and shall not disclose any Confidential Information to any third party without the prior written consent of Buyer.

(c) The obligations set forth in this Section 5.5 shall not apply to any Confidential Information that:

(i) is or becomes generally available to the public other than as a result of a disclosure by Seller in violation of this Section 5.5;

(ii) was available to Seller on a non‑confidential basis prior to its disclosure by the Company;

(iii) becomes available to Seller on a non‑confidential basis from a source other than the Company, provided that such source is not known by Seller to be bound by a confidentiality agreement with or other obligation of confidentiality to the Company; or

(iv) is independently developed by Seller without use of or reference to the Confidential Information.

5.6 No Public Announcement.

No Party shall make any public announcement or disclosure regarding this Agreement or the Transaction without the prior written consent of the other Party, except as required by applicable Law or court order, in which case the Party making such announcement or disclosure shall use commercially reasonable efforts to consult with the other Party prior to making such announcement or disclosure.

5.7 Notification of Certain Matters.

From the date of this Agreement until the Closing, Seller shall promptly notify Buyer in writing of:

(a) any event, condition, fact, or circumstance that would reasonably be expected to make any representation or warranty of Seller or the Company contained in this Agreement untrue or inaccurate in any material respect;

(b) any material breach by Seller or the Company of any covenant or obligation of Seller or the Company contained in this Agreement;

(c) any event, condition, fact, or circumstance that would reasonably be expected to result in any of the conditions to Closing set forth in Section 6.1 not being satisfied; and

(d) any notice or other communication received by Seller or the Company from any third party alleging that the consent, waiver, or approval of such third party is required in connection with the Transaction.

5.8 Name Change.

Within thirty (30) days after the Closing, Seller shall change Seller’s name and shall not use, or permit any affiliate of Seller to use, the name “Southern Electric” or any name confusingly similar thereto in any manner in connection with any business or activity.

5.9 Further Assurances.

From time to time after the Closing, at Buyer’s request and without further consideration, Seller shall execute and deliver such other documents, instruments, and agreements, and shall take such other actions, as Buyer may reasonably request to consummate or confirm the Transaction or to enable Buyer to exercise all rights with respect to the Shares and the Company.

ARTICLE 6

CONDITIONS TO CLOSING

6.1 Conditions to Buyer’s Obligations.

The obligations of Buyer to consummate the Transaction are subject to the satisfaction (or waiver by Buyer in writing) of the following conditions on or prior to the Closing Date:

(a) Representations and Warranties. The representations and warranties of Seller and the Company contained in Article 3 shall be true, correct, and complete in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true, correct, and complete in all material respects as of such earlier date).

(b) Performance of Covenants. Seller and the Company shall have performed and complied in all material respects with all covenants and obligations required by this Agreement to be performed or complied with by Seller or the Company on or prior to the Closing Date.

(c) No Material Adverse Change. Since the date of this Agreement, there shall not have occurred any material adverse change in the business, operations, properties, assets, liabilities, financial condition, or results of operations of the Company or the Business.

(d) Seller’s Deliveries. Seller shall have delivered or caused to be delivered to Buyer all of the documents, instruments, and other items required to be delivered by Seller at the Closing pursuant to Section 2.2.

(e) No Injunction or Restraint. No temporary restraining order, preliminary or permanent injunction, or other order issued by any court or other governmental entity, and no statute, rule, regulation, or executive order promulgated or enacted by any governmental entity, shall be in effect that restrains, enjoins, or otherwise prohibits the consummation of the Transaction.

(f) Third Party Consents. All material consents, waivers, and approvals from third parties (including governmental entities) that are required in connection with the Transaction shall have been obtained, in form and substance reasonably satisfactory to Buyer, or Buyer shall have waived this condition in writing.

(g) Title Insurance and Survey. Buyer shall have received, at Seller’s expense, a current ALTA/NSPS Land Title Survey (Texas) of the Real Property and a commitment for an ALTA owner’s title insurance policy for the Real Property, in each case in form and substance reasonably satisfactory to Buyer, showing title to the Real Property vested in the Company, subject only to Permitted Liens and the Liens to be created by the Deed of Trust.

(h) Appraisal. Buyer shall have received, at Seller’s expense, a commercial appraisal of the Real Property in form and substance satisfactory to Buyer and Buyer’s lender, Private Loan Experts.

(i) Due Diligence. Buyer shall have completed its business, financial, legal, environmental, and other due diligence investigation of the Company, the Business, the assets and properties of the Company (including the Real Property), and all other matters relating to the Transaction, and the results of such due diligence shall be satisfactory to Buyer in its sole discretion.

(j) Company Indebtedness Payoff. All Company Indebtedness required to be paid off pursuant to Section 1.7 shall have been paid in full, and Buyer shall have received evidence reasonably satisfactory to Buyer of the release of all Liens on the Company’s assets and the Shares securing such Company Indebtedness.

(k) No Litigation. There shall be no claim, action, suit, arbitration, investigation, or proceeding pending or threatened by or before any court or governmental entity that seeks to restrain, enjoin, prohibit, or delay the consummation of the Transaction, or that seeks damages or other relief in connection with the Transaction.

6.2 Conditions to Seller’s Obligations.

The obligations of Seller to consummate the Transaction are subject to the satisfaction (or waiver by Seller in writing) of the following conditions on or prior to the Closing Date:

(a) Representations and Warranties. The representations and warranties of Buyer contained in Article 4 shall be true, correct, and complete in all material respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date.

(b) Performance of Covenants. Buyer shall have performed and complied in all material respects with all covenants and obligations required by this Agreement to be performed or complied with by Buyer on or prior to the Closing Date.

(c) Buyer’s Deliveries. Buyer shall have delivered or caused to be delivered to Seller all of the documents, instruments, and other items required to be delivered by Buyer at the Closing pursuant to Section 2.3.

(d) No Injunction or Restraint. No temporary restraining order, preliminary or permanent injunction, or other order issued by any court or other governmental entity, and no statute, rule, regulation, or executive order promulgated or enacted by any governmental entity, shall be in effect that restrains, enjoins, or otherwise prohibits the consummation of the Transaction.

ARTICLE 7

INDEMNIFICATION

7.1 Survival of Representations, Warranties and Covenants.

(a) The representations and warranties of the Parties contained in this Agreement shall survive the Closing and continue in full force and effect for a period of eighteen (18) months after the Closing Date, except that:

(i) the representations and warranties in Sections 3.1 (Authority and Capacity of Seller), 3.3 (Title to Shares), 3.4 (Organization, Qualification and Authority of the Company), 3.5 (Capitalization), 3.6 (Subsidiaries; Investments), 3.22 (Bank Accounts and Credit Cards), 3.23 (Intellectual Property), and 4.1 (Organization and Authority) (collectively, the “Fundamental Representations”) shall survive indefinitely;

(ii) the representations and warranties in Sections 3.12 (Real Property) and 3.19 (Environmental Matters) shall survive for a period of three (3) years after the Closing Date; and

(iii) the representations and warranties in Section 3.20 (Taxes) shall survive until sixty (60) days after the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation, or extension thereof).

(b) The covenants and obligations of the Parties contained in this Agreement that by their terms are to be performed after the Closing shall survive the Closing in accordance with their respective terms.

(c) Any claim for indemnification under this Article 7 based upon a breach of a representation, warranty, covenant, or obligation must be asserted in writing prior to the expiration of the applicable survival period set forth in this Section 7.1, and any such claim that is so asserted shall survive the expiration of the applicable survival period until the claim is finally resolved.

7.2 Indemnification by Seller.

Subject to the limitations set forth in this Article 7, Seller shall indemnify, defend, and hold harmless Buyer, the Company, and their respective affiliates, officers, directors, members, managers, employees, agents, and representatives (collectively, the “Buyer Indemnified Parties”) from and against any and all losses, damages, liabilities, obligations, costs, and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) incurred or suffered by any Buyer Indemnified Party arising out of, resulting from, or related to:

(a) any breach of any representation or warranty of Seller or the Company contained in this Agreement (without giving effect to any materiality or material adverse effect qualifiers contained in such representations and warranties);

(b) any breach of any covenant or obligation of Seller or the Company contained in this Agreement;

(c) any Excluded Liabilities (as defined below); or

(d) any claim by any broker, finder, investment banker, advisor, or intermediary for any fee or commission based upon any agreement, arrangement, or understanding alleged to have been made by such person or entity with Seller or the Company (or any person acting on behalf of Seller or the Company) in connection with the Transaction.

For purposes of this Agreement, “Excluded Liabilities” means any and all liabilities and obligations of the Company (whether known or unknown, disclosed or undisclosed, fixed or contingent) arising out of, resulting from, or related to any event, condition, circumstance, action, inaction, plan, arrangement, contract, agreement, policy, practice, or transaction occurring, existing, or in effect at or prior to the Closing, except for the Assumed Liabilities as defined in Section 7.2(e). Without limiting the generality of the foregoing, Excluded Liabilities include, but are not limited to:

(i) all liabilities and obligations of the Company for Taxes for any taxable period ending on or before the Closing Date, and the portion allocable to the period ending on the Closing Date for any taxable period that begins before and ends after the Closing Date (a “Pre‑Closing Tax Period”), determined in accordance with Section 8.1;

(ii) all liabilities and obligations of the Company relating to or arising from any inaccuracy or breach of any representation or warranty contained in Article 3;

(iii) all liabilities and obligations of the Company relating to or arising from any employee, former employee, independent contractor, or former independent contractor of the Company for any period ending on or before the Closing Date, including, without limitation, any wages, salaries, bonuses, commissions, accrued vacation or paid time off, severance, termination pay, pension or retirement benefits, or other employee benefits;

(iv) all liabilities and obligations of the Company under any Benefit Plan for any period ending on or before the Closing Date, including, without limitation, any COBRA obligations;

(v) all liabilities and obligations of the Company relating to or arising from any material breach or default by the Company under any Material Contract occurring prior to the Closing;

(vi) all liabilities and obligations of the Company relating to or arising from any litigation, claim, action, suit, arbitration, investigation, or proceeding pending or threatened as of the Closing Date, whether or not disclosed on Schedule 3.17; and

(vii) all liabilities and obligations of the Company relating to or arising from any violation of, or non‑compliance with, any Environmental Law or any release of Hazardous Materials occurring on, at, under, or from the Real Property at or prior to the Closing Date.

(e) Notwithstanding anything to the contrary in Section 7.2 or in the definition of Excluded Liabilities, Seller shall not indemnify the Buyer Indemnified Parties with respect to the following liabilities and obligations of the Company (collectively, the “Assumed Liabilities”):

(i) liabilities and obligations of the Company arising in the ordinary course of business that are reflected or reserved against on the Interim Balance Sheet, to the extent of the amount so reflected or reserved;

(ii) liabilities and obligations under Material Contracts to be performed after the Closing Date, to the extent arising in the ordinary course of business and not resulting from any breach or default by the Company prior to the Closing;

(iii) Accounts Payable of the Company incurred in the ordinary course of business and not past due beyond normal payment terms;

(iv) liabilities and obligations under the Company Indebtedness set forth on Schedule 1.7(c) that is assumed by the Company with Buyer’s consent and remains outstanding after the Closing; and

(v) any other liabilities and obligations of the Company arising after the Closing Date that do not relate to any event, condition, circumstance, action, inaction, plan, arrangement, contract, agreement, policy, practice, or transaction occurring, existing, or in effect at or prior to the Closing.

7.3 Indemnification by Buyer.

Subject to the limitations set forth in this Article 7, Buyer shall indemnify, defend, and hold harmless Seller and Seller’s affiliates, representatives, and agents (collectively, the “Seller Indemnified Parties”) from and against any and all Losses incurred or suffered by any Seller Indemnified Party arising out of, resulting from, or related to:

(a) any breach of any representation or warranty of Buyer contained in this Agreement;

(b) any breach of any covenant or obligation of Buyer contained in this Agreement;

(c) any Assumed Liabilities; or

(d) the operation of the Business by the Company after the Closing Date, except to the extent such Losses arise from or relate to Excluded Liabilities.

7.4 Limitations on Indemnification.

(a) Deductible. The Buyer Indemnified Parties shall not be entitled to indemnification under Section 7.2(a) (for breaches of representations and warranties) unless and until the aggregate amount of all Losses incurred by the Buyer Indemnified Parties exceeds $25,000 (the “Deductible”), and then only for the amount of such Losses in excess of the Deductible. The Deductible shall not apply to claims for indemnification under Section 7.2(b), (c), or (d).

(b) Cap on Indemnification. The aggregate liability of Seller under Section 7.2(a) (for breaches of representations and warranties) shall not exceed the Escrow Amount ($125,000), except that this limitation shall not apply to:

(i) breaches of the Fundamental Representations, for which the aggregate liability shall not exceed the Purchase Price;

(ii) breaches of the representations and warranties in Section 3.20 (Taxes), for which the aggregate liability shall not exceed $250,000; and

(iii) claims for indemnification under Section 7.2(b), (c), or (d), for which the aggregate liability shall not exceed the Purchase Price.

(c) Sole Remedy. Except in the case of fraud or willful breach, the indemnification provisions of this Article 7 shall be the sole and exclusive remedy of the Parties for any breach of any representation, warranty, covenant, or obligation contained in this Agreement or any other claim arising out of or relating to this Agreement or the Transaction (other than specific performance or other equitable relief available pursuant to Section 10.10).

(d) No Double Recovery. Any Losses for which indemnification is provided under this Article 7 shall be net of any insurance proceeds or other recoveries actually received by the Indemnified Party (as defined below) with respect to such Losses. No Indemnified Party shall be entitled to recover more than once for the same Loss.

(e) Mitigation. Each Indemnified Party shall take all reasonable steps to mitigate any Losses upon becoming aware of any event or circumstance that would be reasonably expected to give rise to any Losses that are indemnifiable hereunder.

7.5 Procedures for Indemnification – Third Party Claims.

(a) If any Buyer Indemnified Party or Seller Indemnified Party (an “Indemnified Party”) receives notice of the assertion of any claim or the commencement of any action or proceeding by any third party (a “Third Party Claim”) with respect to which indemnification may be sought under this Article 7, the Indemnified Party shall promptly (and in any event within fifteen (15) business days after receipt of notice of such Third Party Claim) give written notice thereof (a “Claim Notice”) to the Party from whom indemnification is sought (the “Indemnifying Party”). The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such failure.

(b) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within thirty (30) days after receipt of a Claim Notice, to assume the defense of any Third Party Claim at its own expense and with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party may participate in (but not control) the defense thereof at its own expense.

(c) If the Indemnifying Party does not assume the defense of a Third Party Claim within the thirty (30)‑day period described in Section 7.5(b), the Indemnified Party shall have the right to defend the Third Party Claim at the expense of the Indemnifying Party.

(d) No Third Party Claim may be settled or compromised without the prior written consent of both the Indemnified Party and the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned, or delayed).

7.6 Procedures for Indemnification – Direct Claims.

(a) If any Indemnified Party has a claim for indemnification under this Article 7 that does not involve a Third Party Claim (a “Direct Claim”), the Indemnified Party shall give written notice thereof to the Indemnifying Party within thirty (30) days after the Indemnified Party becomes aware of such Direct Claim. The failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is materially prejudiced by such failure.

(b) The Indemnifying Party shall have thirty (30) days after receipt of notice of a Direct Claim to respond to such claim. If the Indemnifying Party does not respond within such thirty (30)‑day period, the Indemnifying Party shall be deemed to have accepted the Direct Claim.

(c) If the Indemnifying Party disputes the Direct Claim, the Parties shall use good faith efforts to resolve the dispute. If the Parties are unable to resolve the dispute within sixty (60) days after the Indemnified Party’s initial notice of the Direct Claim, the dispute shall be resolved in accordance with Section 10.9.

ARTICLE 8

TAX MATTERS

8.1 Allocation of Tax Liabilities.

(a) Pre‑Closing Taxes. Seller shall be liable for and shall indemnify and hold harmless the Buyer Indemnified Parties from and against all Taxes of the Company for any Pre‑Closing Tax Period.

(b) Post‑Closing Taxes. Buyer shall be liable for all Taxes of the Company for any taxable period beginning after the Closing Date.

(c) Straddle Period Taxes. For purposes of this Agreement, in the case of any taxable period that begins on or before the Closing Date and ends after the Closing Date (a “Straddle Period”), the portion of any Taxes based upon or measured by income, receipts, sales, use, payroll, or withholding for the Straddle Period that are allocable to the portion of the Straddle Period ending on and including the Closing Date shall be determined by an interim closing‑of‑the‑books method, and the portion of any other Taxes (including, without limitation, real property taxes, personal property taxes, and ad valorem taxes) for a Straddle Period that are allocable to the portion of the Straddle Period ending on and including the Closing Date shall be deemed to be the amount of such Taxes for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period.

8.2 Tax Returns.

(a) Pre‑Closing Tax Returns. Seller shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns of the Company for all Pre‑Closing Tax Periods that are due after the Closing Date. Seller shall pay or cause to be paid all Taxes shown as due on such Tax Returns. Seller shall provide Buyer with a copy of each such Tax Return at least thirty (30) days prior to the due date for filing (including extensions) and shall consider in good faith any reasonable comments provided by Buyer within fifteen (15) days after Buyer’s receipt of such Tax Return.

(b) Straddle Period Tax Returns. Buyer shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns of the Company for all Straddle Periods. Buyer shall provide Seller with a copy of each such Tax Return at least thirty (30) days prior to the due date for filing (including extensions) and shall consider in good faith any reasonable comments provided by Seller within fifteen (15) days after Seller’s receipt of such Tax Return. Seller shall pay to Buyer, at least five (5) business days prior to the due date for payment of Taxes with respect to such Tax Return, the portion of such Taxes that are allocable to the Pre‑Closing Tax Period pursuant to Section 8.1.

(c) Post‑Closing Tax Returns. Buyer shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns of the Company for all taxable periods beginning after the Closing Date, and Buyer shall pay or cause to be paid all Taxes shown as due on such Tax Returns.

(d) Cooperation. Seller and Buyer shall cooperate fully with each other and make available to each other, as reasonably requested, all information, records, and documents relating to Taxes of the Company. Each Party shall retain all Tax Returns, schedules, work papers, and other documents in its possession relating to Taxes of the Company for any Pre‑Closing Tax Period or Straddle Period until the expiration of the applicable statute of limitations (and, to the extent notified by the other Party, any extensions thereof).

8.3 Tax Contests.

(a) Seller shall have the right to control the defense, compromise, and settlement of any Tax audit, examination, contest, litigation, or similar proceeding (collectively, a “Tax Contest”) with respect to any Pre‑Closing Tax Period, provided that Seller shall keep Buyer reasonably informed of the status of such Tax Contest and shall not settle or compromise any such Tax Contest without Buyer’s prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed) if such settlement or compromise would reasonably be expected to adversely affect the Tax liability of the Company for any taxable period beginning after the Closing Date.

(b) Buyer shall have the right to control the defense, compromise, and settlement of any Tax Contest with respect to any Straddle Period or any taxable period beginning after the Closing Date, provided that Buyer shall keep Seller reasonably informed of the status of any Tax Contest relating to a Straddle Period and shall not settle or compromise any such Tax Contest without Seller’s prior written consent (which consent shall not be unreasonably withheld, conditioned, or delayed) if such settlement or compromise would reasonably be expected to adversely affect Seller’s indemnification obligations under this Agreement.

8.4 Transfer Taxes.

All transfer, documentary, sales, use, stamp, registration, and other similar Taxes and fees (including any penalties and interest) incurred in connection with the Transaction (“Transfer Taxes”) shall be borne fifty percent (50%) by Seller and fifty percent (50%) by Buyer. Buyer shall prepare and timely file all Tax Returns relating to Transfer Taxes. Seller shall cooperate with Buyer in the preparation of such Tax Returns and shall pay to Buyer Seller’s share of such Transfer Taxes at least two (2) business days prior to the due date for payment thereof.

8.5 Purchase Price Adjustments.

Any indemnification payment made pursuant to this Agreement shall be treated by the Parties as an adjustment to the Purchase Price for Tax purposes, except to the extent otherwise required by applicable Law.

8.6 Section 338(h)(10) Election.

The Parties acknowledge and agree that no election under Section 338(h)(10) of the Code or any corresponding provision of state or local Tax law shall be made with respect to the Transaction.

ARTICLE 9

RESTRICTIVE COVENANTS

9.1 Non‑Competition.

(a) Covenant Not to Compete. For a period of five (5) years following the Closing Date (the “Restricted Period”), Seller shall not, directly or indirectly, without the prior written consent of Buyer:

(i) engage in, own any interest in, manage, control, participate in, consult with, render services for, or in any manner engage in any business that competes with the Business within a radius of one hundred fifty (150) miles from the Real Property (the “Restricted Territory”); or

(ii) call on, solicit, or service any customer or prospective customer of the Company for purposes of offering or providing any products or services that are competitive with the products or services offered by the Company within the Restricted Territory.

(b) Permitted Activities. Notwithstanding Section 9.1(a), Seller may own, as a passive investor, up to two percent (2%) of the outstanding equity securities of any publicly traded corporation that competes with the Business, provided that Seller has no active participation in the business of such corporation.

9.2 Non‑Solicitation.

For the Restricted Period, Seller shall not, directly or indirectly, without the prior written consent of Buyer:

(a) solicit, recruit, or hire, or attempt to solicit, recruit, or hire, any person who is an employee of the Company at the Closing Date or at any time during the Restricted Period, whether or not such employee is a full‑time employee or a temporary employee of the Company, and whether or not such employment is pursuant to a written agreement or is at‑will; or

(b) solicit, induce, or encourage any employee of the Company to leave the employment of the Company or to breach any employment agreement with the Company.

9.3 Non‑Disparagement.

From and after the Closing, Seller shall not make any public statement or other public communication, or take any action, that disparages or criticizes, or is reasonably likely to damage the business or reputation of, the Company, Buyer, or any of their respective affiliates, officers, directors, employees, or representatives.

9.4 Reasonableness; Reformation.

(a) Seller acknowledges and agrees that: (i) the restrictive covenants set forth in this Article 9 are reasonable in scope, geographic area, and duration, and are necessary to protect the legitimate business interests of Buyer and the Company; (ii) Seller has received adequate consideration for entering into such restrictive covenants as part of the Purchase Price; (iii) such restrictive covenants do not impose an undue hardship on Seller or unreasonably restrict Seller’s ability to earn a livelihood; and (iv) enforcement of such restrictive covenants will not cause any harm to the general public.

(b) If any court determines that any provision of this Article 9 is unenforceable because of the duration, geographic area, or scope of such provision, such court shall have the power to reduce the duration, geographic area, or scope of such provision, as the case may be, and, in its reduced form, such provision shall then be enforceable. Seller expressly agrees that this Article 9 shall be deemed to be a series of separate covenants, one for each and every county, city, state, and country of the Restricted Territory, and one for each month of the Restricted Period.​

9.5 Remedies.

Seller acknowledges and agrees that a breach of any provision of this Article 9 would cause irreparable harm to Buyer and the Company for which monetary damages would not be an adequate remedy. Accordingly, Buyer and the Company shall be entitled to seek equitable relief, including injunction and specific performance, in the event of any breach or threatened breach of any provision of this Article 9, without the necessity of proving actual damages or posting any bond or other security. Such remedies shall be in addition to, and not in lieu of, any other remedies available to Buyer or the Company at law or in equity.

9.6 Survival; Tolling.

The restrictive covenants set forth in this Article 9 shall survive the Closing and continue in full force and effect in accordance with their respective terms. If Seller breaches any provision of this Article 9, the Restricted Period shall be tolled during the period of such breach, and the Restricted Period shall be extended by a period of time equal to the duration of such breach.

ARTICLE 10

TERMINATION AND MISCELLANEOUS PROVISIONS

10.1 Termination.

This Agreement may be terminated at any time prior to the Closing:

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

(b) by either Buyer or Seller if the Closing has not occurred on or before March 31, 2026 (the “Outside Date”), provided that the terminating Party is not in breach of any representation, warranty, covenant, or obligation under this Agreement such that the conditions to Closing set forth in Article 6 would not be satisfied;

(c) by Buyer if any of the conditions set forth in Section 6.1 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Buyer to comply with its obligations under this Agreement), and Buyer has not waived such condition in writing;

(d) by Seller if any of the conditions set forth in Section 6.2 have not been satisfied as of the Closing Date or if satisfaction of such a condition is or becomes impossible (other than through the failure of Seller to comply with its obligations under this Agreement), and Seller has not waived such condition in writing; or

(e) by either Buyer or Seller if any court of competent jurisdiction or governmental entity shall have issued an order, decree, or ruling, or taken any other action permanently restraining, enjoining, or otherwise prohibiting the Transaction, and such order, decree, ruling, or other action shall have become final and non‑appealable.

10.2 Effect of Termination.

If this Agreement is terminated pursuant to Section 10.1, this Agreement shall become void and of no further force or effect, and there shall be no liability on the part of either Party, except that: (a) the provisions of Sections 5.5 (Confidentiality), 5.6 (No Public Announcement), 10.3 (Expenses), 10.4 (Notices), 10.7 (Governing Law; Venue), 10.9 (Dispute Resolution), and 10.11 (Waiver of Jury Trial) shall survive any termination of this Agreement; and (b) nothing in this Section 10.2 shall relieve any Party from liability for any willful breach of this Agreement prior to such termination.​

10.3 Expenses.

Except as otherwise expressly provided in this Agreement, each Party shall bear its own expenses incurred in connection with the negotiation, preparation, execution, and performance of this Agreement and the Transaction, including the fees and expenses of its own financial consultants, accountants, and legal counsel.

10.4 Notices.

All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given: (a) when delivered personally; (b) one (1) business day after being sent by a nationally recognized overnight courier service; (c) when sent by email (with confirmation of transmission) if sent during normal business hours of the recipient, and if not, then on the next business day; or (d) three (3) business days after being mailed by registered or certified mail, return receipt requested, postage prepaid, in each case to the following addresses (or to such other address as a Party may designate by notice to the other Party):

If to Seller:
Richard Reed
[Address]
[City, State, ZIP]
Email: [Email]

If to Buyer:
SawChuck LLC
[Address]
[City, State, ZIP]
Attention: [Name]
Email: [Email]

10.5 Entire Agreement; Amendments.

This Agreement (including the Schedules and Exhibits hereto), together with the other documents executed and delivered at the Closing, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, among the Parties with respect to the subject matter hereof, including the LOI (except for those provisions of the LOI expressly stated therein to be binding). This Agreement may not be amended, modified, or supplemented except by a written instrument executed by all Parties.

10.6 Waiver.

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom such waiver is sought to be enforced. No waiver of any provision of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof, nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided.

10.7 Governing Law; Venue.

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to any choice‑of‑law or conflict‑of‑law rules or provisions (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Tarrant County, Texas, for purposes of all legal proceedings arising out of or relating to this Agreement or the Transaction. Each Party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

10.8 Counterparts; Electronic Signatures.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Execution and delivery of this Agreement by electronic transmission (including by portable document format (.pdf) or DocuSign or other electronic signature platform) shall be deemed to constitute execution and delivery of an original document for all purposes, and signatures transmitted electronically shall have the same force and effect as original signatures.

10.9 Dispute Resolution.

(a) Negotiation. In the event of any dispute, claim, or controversy arising out of or relating to this Agreement or the Transaction (a “Dispute”), the Parties shall first attempt in good faith to resolve such Dispute through negotiation between senior executives of Buyer and Seller.

(b) Mediation. If the Parties are unable to resolve the Dispute through negotiation within thirty (30) days after the Dispute arises, the Parties shall submit the Dispute to non‑binding mediation conducted by a single mediator mutually agreed upon by the Parties (or, if the Parties cannot agree on a mediator within fifteen (15) days, then a mediator appointed by the American Arbitration Association). The mediation shall be conducted in accordance with the Commercial Mediation Procedures of the American Arbitration Association.

(c) Litigation. If the Parties are unable to resolve the Dispute through mediation within sixty (60) days after the Dispute is submitted to mediation, either Party may pursue any and all remedies available at law or in equity in accordance with Section 10.7.

(d) Equitable Relief. Notwithstanding the foregoing, either Party may seek equitable relief (including injunctive relief and specific performance) in any court of competent jurisdiction without first complying with the procedures set forth in this Section 10.9.

10.10 Specific Performance.

The Parties acknowledge and agree that the rights of each Party to consummate the Transaction are unique and that irreparable harm would occur in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached. Accordingly, each Party shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to seek to enforce specifically the terms and provisions of this Agreement in any court of competent jurisdiction, in addition to any other remedy to which such Party may be entitled at law or in equity.

10.11 Waiver of Jury Trial.

EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTION OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEMENT HEREOF.

10.12 Severability.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the validity, legality, and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby. Upon such determination that any provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the Transaction is consummated to the fullest extent possible.

10.13 Assignment; Successors and Assigns.

Neither this Agreement nor any of the rights, interests, or obligations hereunder may be assigned, in whole or in part, by any Party without the prior written consent of the other Party, and any attempt to make any such assignment without such consent shall be null and void; provided, however, that Buyer may assign its rights and obligations under this Agreement to any affiliate of Buyer or to any lender providing financing for the Transaction for collateral security purposes, without the consent of Seller, but no such assignment shall relieve Buyer of its obligations hereunder. Subject to the preceding sentence, this Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

10.14 Third Party Beneficiaries.

Except as expressly provided in Article 7 with respect to Indemnified Parties, nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity other than the Parties and their respective successors and permitted assigns any rights, benefits, or remedies of any nature whatsoever under or by reason of this Agreement.

10.15 Interpretation.

(a) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

(b) The words “hereof,” “herein,” “hereunder,” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement.

(c) The words “include,” “includes,” and “including” shall be deemed to be followed by the phrase “without limitation.”

(d) References to “Sections,” “Articles,” “Schedules,” and “Exhibits” are references to sections, articles, schedules, and exhibits of this Agreement unless otherwise specified.

(e) Unless the context otherwise requires, words in the singular include the plural and words in the plural include the singular.

(f) References to any statute, rule, or regulation shall be deemed to refer to such statute, rule, or regulation as amended from time to time and to any successor statute, rule, or regulation.

(g) References to “$” or “dollars” mean United States dollars.

(h) The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Agreement.

10.16 Time of Essence.

Time is of the essence with regard to all dates and time periods set forth or referred to in this Agreement.

10.17 Further Assurances.

Each Party shall execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably required to carry out the provisions of this Agreement and to consummate the Transaction.

[SIGNATURE PAGE FOLLOWS]

SIGNATURE PAGE TO
STOCK PURCHASE AGREEMENT

IN WITNESS WHEREOF, the Parties have executed this Stock Purchase Agreement as of the date first written above.

SELLER:

________________________________
Richard Reed, an individual

Date: ______________________

BUYER:

SAWCHUCK LLC,
a Wyoming limited liability company

By: _____________________________
Name: __________________________
Title: __________________________

Date: ______________________

[END OF AGREEMENT – SCHEDULES AND EXHIBITS TO FOLLOW]