EQUITY PURCHASE AGREEMENT

by and among

CET FLIGHT HOLDCO, INC.,

as Purchaser

CATHEDRAL ENERGY SERVICES, LTD. ,

as Cathedral

ALTITUDE ENERGY HOLDCO, LLC,

as Company

THE MEMBERS OF THE COMPANY SPECIFIED ON SCHEDULE 1 ATTACHED HERETO,

as Sellers

THE MEMBERS OF ALTITUDE SELLER HOLDCO, LLC SPECIFIED ON SCHEDULE 1 ATTACHED HERETO,

as ASH Equityholders

Dated as of June 30, 2022

EQUITY PURCHASE AGREEMENT

This Equity Purchase Agreement (including all exhibits, schedules and other attachments hereto, this "Agreement") is made and entered into as of June 30, 2022 (the "Effective Date") by and among CET Flight Holdco, Inc., a Delaware corporation (the "Purchaser"), Cathedral Energy Services Ltd., a corporation incorporated under the laws of the Province of Alberta ("Cathedral" and together with Purchaser, each a "Purchaser Party" and collectively, the "Purchaser Parties"), Altitude Energy Holdco, LLC, a Delaware limited liability company (the "Company"), the holders of membership interests of the Company who are signatories hereto and listed on Schedule 1 attached hereto under the heading "Sellers" (each, a "Seller" and collectively, the "Sellers"), the holders of equity interests of Altitude Seller Holdco, LLC, a Wyoming limited liability company ("ASH"), who are listed on Schedule 1 attached hereto under the heading "ASH Equityholders" (each, an "ASH Equityholder" and collectively, the "ASH Equityholders"; the Sellers and the ASH Equityholders being sometimes referred to collectively herein individually, as a "Seller Party" and, collectively, as the "Seller Parties") and BBE [Name Redacted], a Delaware limited liability company, in its capacity as the Sellers' Representative.

RECITALS

A. ASH, together with the Sellers and the holders of Class C Units of the Company, collectively own 100% of the authorized, issued and outstanding membership interests of the Company in such amounts as are set forth opposite each Person's name on Schedule 1 (collectively, the "Interests"), which constitutes all of the outstanding Equity Interests in the Company;
B. The Company owns 100% of the authorized, issued and outstanding membership interests of Altitude Intermediate HoldCo, LLC, a Delaware limited liability company ("AIH"), which constitutes all of the outstanding Equity Interests in AIH;
C. The Company and AIH collectively own 100% of the authorized, issued and outstanding membership interests in Altitude Energy Partners, LLC, a Wyoming limited liability company ("AEP") as follows: the Company owns a ninety-nine and one-half percent (99.5%) membership interest in AEP and AIH owns a one-half percent (0.5%) membership interest in AEP, which constitutes all of the outstanding Equity Interests in AEP;
D. Cathedral owns 100% of the authorized, issued and outstanding capital stock of Purchaser.
E. On the terms and conditions set forth in this Agreement, the Purchaser intends to purchase all of the Interests from the Seller Parties, and the Seller Parties intend to sell all of the Interests to the Purchaser.

NOW, THEREFORE, in consideration of and subject to the mutual undertakings and agreements hereinafter set forth, the parties hereto hereby agree as follows:

ARTICLE 1 DEFINITIONS AND RULES OF CONSTRUCTION

1.1 Defined Terms. Certain capitalized terms used in this Agreement have the definitions set forth elsewhere in this Agreement. Any capitalized terms used in this Agreement and not defined elsewhere in this Agreement have the meanings assigned to such terms on Exhibit A.

1.2 Certain References. Any reference in this Agreement to a statute refers to the statute, any amendments or successor legislation, and all regulations promulgated thereunder, as in effect at the relevant time. Any reference in this Agreement to any United States federal or state action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of any jurisdiction other than a federal or state jurisdiction of the United States, be deemed to include what is most nearly approximate under the Laws of such other jurisdiction. Any reference to a contract, instrument or other document as of a given date means the contract, instrument or other document as amended, supplemented and modified from time to time through such date.

1.3 Rules of Construction. Words in the singular shall be held to include the plural and vice versa. Words of one gender shall be held to include the other genders as the context requires. The terms "hereof," "herein," "hereunder," "hereto" and "herewith" and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement and not to any particular provision of this Agreement. All article, section, paragraph, annex, exhibit and schedule references are to the articles, sections, paragraphs, annexes, exhibits and schedules of this Agreement unless otherwise specified. The word "including" and words of similar import when used in this Agreement shall mean "including without limitation" unless otherwise specified. The word "or" shall not be exclusive. All references herein to "dollars", "USD" or "$" are to United States dollars and all references to "CAD" or "CA$" are to Canadian dollars. Any accounting term used in this Agreement shall have, unless otherwise specifically provided herein, the meaning customarily given such term in accordance with GAAP, and all financial computations hereunder will be computed, unless otherwise specifically provided herein, in accordance with GAAP. All references herein to any period of days shall mean the relevant number of calendar days unless otherwise specified. All references herein to a "party" or "parties" are to a party or parties to this Agreement unless otherwise specified.

1.4 Headings. The headings contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.

ARTICLE 2 PURCHASE AND SALE

2.1 Purchase and Sale.

(a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall purchase from each Seller, and each Seller shall sell, convey, transfer, assign and deliver to the Purchaser, free and clear of all Encumbrances, the Interests set forth opposite its name on Schedule 4.3(a) in exchange for such Sellers' share of the Transaction Consideration, in each case as specified on the Allocation Schedule.

(b) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, the Purchaser shall acquire the Interests of ASH in such amount as are set forth opposite ASH's name on Schedule 4.3(a) (the "ASH Interest") by the triangular merger of ASH into the Purchaser pursuant to Agreement and Plan of Merger attached hereto as Exhibit 2.1(b) (the "Merger Agreement") in exchange for the ASH Equityholders' share of the Transaction Consideration as specified on the Allocation Schedule.

(c) Upon the terms and subject to the conditions set forth in the Securityholder Agreements, at the Closing the Purchaser shall acquire the Interests of the holders of Class C Units in the Company in exchange for such Class C Unitholders' share of the Transaction Consideration as specified on the Allocation Schedule.

2.2 Consideration. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, in consideration of the aforesaid sale, assignment, transfer and delivery of the Interests, the Purchaser and Cathedral will pay or cause to be paid: (a) the Consideration Shares, (b) the Initial Cash Purchase Price, (c) subject to Section 2.7, the Price Adjustment Escrow Amount, to the extent released to the Sellers and ASH Equityholders, (d) the R&W Retention Escrow Amount and (e) the Liability Satisfaction Shares (collectively, the "Transaction Consideration").

2.3 Closing Calculations. Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall deliver to the Purchaser: (a) a statement which sets forth, by payee, the aggregate amount of the Estimated Transaction Expenses in accordance with Section 2.7(a) (the "Estimated Transaction Expense Statement"); (b) a statement which sets forth the Estimated Cash and Cash Equivalents in accordance with Section 2.7(a) (the "Estimated Cash and Cash Equivalents Statement"); (c) an estimated Closing Balance Sheet and a calculation of the Estimated Net Working Capital and the Estimated Closing Date Indebtedness in accordance with Section 2.7(a) (the "Estimated Closing Balance Sheet"); (d) Payoff Letters for all Company Debt; and (e) the Allocation Schedule.

2.4 Payment of the Initial Purchase Price. Upon the terms and subject to the satisfaction of the conditions contained in this Agreement, the Purchaser shall deliver, or cause to be delivered, the following at Closing:

(a) to Escrow Agent, (i) $750,000.00 (the "Price Adjustment Escrow Amount"), and (ii) USD $500,000.00 (the "R&W Retention Escrow Amount"), each by wire transfer of such immediately available funds, to be held in escrow in accordance with the terms and conditions of the Escrow Agreement;

(b) to Escrow Agent, the Liability Satisfaction Shares, to be held in escrow in accordance with the terms and conditions of the Escrow Agreement;

(c) on behalf of the Company Group, to such account or accounts as designated by the applicable lender or agent in each Payoff Letter, an amount in immediately available funds equal to that portion of the Payoff Amount for the Company Debt to which such Payoff Letter relates;

(d) on behalf of the Company Group, to the account or accounts as Seller Parties specify to the Purchaser in the Estimated Transaction Expense Statement, the aggregate amount of the Estimated Transaction Expenses;

(e) to Sellers' Representative, immediately available funds (by wire transfer) in an amount equal to the Sellers' Representative Fund, to be held and disbursed by Sellers' Representative in accordance with this Agreement;

(f) to each Seller and ASH Equityholder, (i) immediately available funds (by wire transfer) representing the portion of the Initial Cash Purchase Price, less the Company Group Closing Cash Payments, to be paid to such Seller or ASH Equityholder as set forth in the Allocation Schedule (collectively, the "Initial Seller Cash Payments"), and (ii) the portion of the Consideration Shares to be issued to such Seller or ASH Equityholder (by delivery of certificates) as set forth in the Allocation Schedule.

2.5 Characterization of Payments. The payments made pursuant to Sections 2.4(a), 2.4(e), and 2.4(f) shall be considered payments from the Purchaser to the Sellers and ASH Equityholders. The Company Group Closing Payments made pursuant to Sections 2.4(b), 2.4(c), and 2.4(d) shall be considered payments on behalf of the Company Group and in respect of obligations and liabilities of the Company Group.

2.6 Escrow and Sellers' Representative Fund. On the Closing Date, (i) as provided in Section 2.4(a), the Purchaser shall deposit with the Escrow Agent the Price Adjustment Escrow Amount and the R&W Retention Escrow Amount into the Escrow Accounts; and (ii) as provided in Section 2.4(e), the Purchaser shall deliver to Sellers' Representative a portion of the Transaction Consideration equal to the Sellers' Representative Fund. Upon completion of such deposits, the Purchaser shall have no further obligation to pay such amounts to the Seller Parties. The Price Adjustment Escrow Amount shall be distributed by the Escrow Agent as provided in this Agreement and in the Escrow Agreement and the Sellers' Representative Fund shall be distributed by the Sellers' Representative as provided in this Agreement.

2.7 Adjustment of Purchase Price.

(a) Adjustment at Closing. In accordance with Section 2.3, the Sellers' Representative shall deliver to the Purchaser the Estimated Closing Balance Sheet and a good faith calculation of the Estimated Net Working Capital based upon the Estimated Closing Balance Sheet, the Estimated Closing Date Indebtedness, the Estimated Transaction Expenses and the Estimated Cash and Cash Equivalents, together with reasonable supporting calculations and supporting documentation therefor. The Estimated Closing Balance Sheet shall be prepared in accordance with GAAP consistently applied using the Company Accounting Principles; provided, however, that in the event of a conflict between consistency with the Company Accounting Principles and compliance with GAAP, compliance with GAAP shall control. The Sellers' Representative will consider in good faith any revisions to the calculations set forth in the Estimated Closing Balance Sheet proposed by the Purchaser and the Estimated Closing Balance Sheet shall be modified accordingly to reflect any revisions agreed upon by the Purchaser and the Sellers' Representative. At the Closing, the Initial Cash Purchase Price shall be determined in part by (i) reducing it by the amount, if any, by which the Net Working Capital Threshold exceeds the Estimated Net Working Capital, or (ii) increasing it by the amount, if any, by which the Estimated Net Working Capital exceeds the Net Working Capital Threshold. The reduction in and addition to the Initial Cash Purchase Price referred to in the preceding sentence are hereafter collectively referred to as the "Closing Reduction" and "Closing Addition," respectively.

(b) Final Closing Balance Sheet. No later than ninety (90) days after the Closing Date, the Purchaser will deliver to the Sellers' Representative the final Closing Balance Sheet as of the Reference Time (the "Final Closing Balance Sheet") and the calculations of the Final Net Working Capital based upon the Final Closing Balance Sheet, as well as the Final Closing Date Indebtedness, the Final Transaction Expenses and the Final Cash and Cash Equivalents. The Final Closing Balance Sheet shall be prepared in accordance with GAAP consistently applied using the Company Accounting Principles; provided, however, that all accounts receivable amounts will reflect the most recent information available regarding the value of receivables subject to any provisional pricing arrangements; and provided, further, that in the event of a conflict between consistency with the Company Accounting Principles and compliance with GAAP, compliance with GAAP shall control.

(c) Review by Seller; Dispute Resolution.

(i) Following receipt of the Final Closing Balance Sheet, the Sellers' Representative will be afforded a period of thirty (30) days to review the Final Closing Balance Sheet and the calculations of the Final Net Working Capital, the Final Closing Date Indebtedness, the Final Transaction Expenses and the Final Cash and Cash Equivalents. At or before the end of such thirty (30) day review period, the Sellers' Representative will either (A) accept the Final Closing Balance Sheet an in its entirety, in which case the Purchaser's calculations shall be final, conclusive and binding on the parties, or (B) deliver to the Purchaser written notice and a written explanation of those items in the Final Closing Balance Sheet which the Sellers' Representative disputes and the proposed modification of such calculations, in which case only the items identified shall be deemed to be in dispute and the other items shall be deemed to be accepted; provided, however, that the only bases for objection with respect to the Final Net Working Capital calculation shall be (1) non-compliance with GAAP, the Company Accounting Principles, as applicable and (2) computational errors. The Sellers' Representative shall be deemed to have accepted the Final Closing Balance Sheet in its entirety, and to have agreed with all items and amounts contained in the Final Closing Balance Sheet, and the Purchaser's calculations of the Final Net Working Capital, the Final Closing Date Indebtedness, the Final Transaction Expenses and the Final Cash and Cash Equivalents if it fails to deliver such notice and explanation of any items it disputes at or before the end of such thirty (30) day review period. Within a further period of fifteen (15) days from the end of the aforementioned review period, the Purchaser and Sellers' Representative and their accountants will attempt to resolve in good faith any disputed items.

(ii) Failing such resolution, either Sellers' Representative or the Purchaser may refer the unresolved disputed items for final binding resolution to the Dispute Accountants to review this Agreement and the disputed items or amounts for the purpose of calculating the Final Net Working Capital, the Final Closing Date Indebtedness, the Final Transaction Expenses and/or the Final Cash and Cash Equivalents. In making such calculations, the Dispute Accountants shall consider only those items or amounts in the Final Closing Balance Sheet or the calculations of the Final Net Working Capital, the Final Closing Date Indebtedness, the Final Transaction Expenses and/or the Final Cash and Cash Equivalents as to which the Purchaser and Sellers' Representative have disagreed and shall be instructed that it may not resolve any amounts in dispute such that the resolution is greater than the greatest amount proposed by the parties or less than the least amount proposed by the parties. The Dispute Accountants shall deliver to the Purchaser and Sellers' Representative, within thirty (30) days of reference of the matter to the Dispute Accountants, a report setting forth its calculations, which shall be prepared in accordance with the standards set forth in Section 2.7(b). The decision of such Dispute Accountants will be nonappealable and incontestable by the parties and will not be subject to collateral attack for any reason. The cost of such review and report shall be paid half by the Purchaser and half by Sellers' Representative.

(iii) In the event the Dispute Accountants refuse the engagement under this Section 2.7(c), the Purchaser and Sellers' Representative shall mutually agree on another nationally recognized firm of certified public accountants having no material relationship with the Purchaser or the Sellers or any of their respective Affiliates (the "Alternative Dispute Accountant") to resolve any disputes according to Section 2.7(c). If within thirty (30) days, the Purchaser and Sellers' Representative fail to mutually agree on an Alternative Dispute Accountant, the Purchaser and Sellers' Representative shall thereafter promptly cause the American Arbitration Association to appoint the Alternative Dispute Accountant, and in making its determination with respect to such appointment, the American Arbitration Association shall take into account, and attempt to avoid appointing an accounting firm with, any significant preexisting relationship with the parties hereto or any of their respective Affiliates. The fees and expenses of the Alternative Dispute Accountant shall be apportioned in the same manner as described in Section 2.7(c)(ii).

(d) Adjustment after Closing. After the Closing, the Initial Seller Cash Payment shall be (i) (A) reduced by the amount, if any, by which the Final Net Working Capital is less than the Estimated Net Working Capital, or (B) increased by the amount, if any, by which the Final Net Working Capital is greater than the Estimated Net Working Capital, (ii) (A) reduced by the amount, if any, by which the Estimated Cash and Cash Equivalents exceeds the Final Cash and Cash Equivalents, or (B) increased by the amount, if any, by which the Final Cash and Cash Equivalents exceeds the Estimated Cash and Cash Equivalents, (iii) (A) increased by the amount, if any, by which the Estimated Closing Date Indebtedness exceeds the Final Closing Date Indebtedness, or (B) reduced by the amount, if any, by which the Final Closing Date Indebtedness exceeds the Estimated Closing Date Indebtedness, and (iv) (A) increased by the amount, if any, by which the Estimated Transaction Expenses exceed the Final Transaction Expenses, or (B) reduced by the amount, if any, by which the Final Transaction Expenses exceed the Estimated Transaction Expenses. The aggregate net reduction in or addition to the Initial Seller Cash Payment calculated pursuant to this Section 2.7(d) shall be referred to in this Agreement as the "Post-Closing Reduction" (in the case of an aggregate net reduction to the Initial Seller Cash Payment) or as the "Post-Closing Addition" (in the case of an aggregate net addition to the Initial Seller Cash Payment).

(e) Adjustment Payment. After the Final Closing Balance Sheet and the calculation of the Final Net Working Capital, the Final Closing Date Indebtedness, the Final Transaction Expenses and the Final Cash and Cash Equivalents become final, conclusive and binding upon the parties in accordance with the provisions of Section 2.7(c), then:

i. If any Post-Closing Addition is required then: (A) within five (5) Business Days after the final determination of the Post-Closing Addition, Sellers' Representative and Purchaser shall deliver joint written instructions to the Escrow Agent to distribute to the Sellers' Representative, who shall proceed to distribute to the Seller Parties in accordance with their Pro Rata Percentages, in accordance with the Escrow Agreement of all Escrow Funds in the Price Adjustment Escrow Account; and (B) the Purchaser Parties will be jointly and severally liable to pay the Seller Parties (in accordance with their Pro Rata Percentages) the amount of the Post-Closing Addition in immediately available funds by wire transfer made within five (5) Business Days after the final determination of the amount of the Post-Closing Addition pursuant to Section 2.7(d).
ii. If any Post-Closing Reduction is required, then: (A) within five (5) Business Days after the final determination of the Post-Closing Reduction, Sellers' Representative and Purchaser shall deliver joint written instructions to the Escrow Agent to distribute to the Purchaser in accordance with the Escrow Agreement from the Price Adjustment Escrow Account an amount equal to the Post-Closing Reduction; and (B) to the extent sufficient funds are not available therein, the Seller Parties will pay to the Purchaser their Pro Rata Percentages the amount of such deficiency in immediately available funds by wire transfer made within five (5) Business Days after the final determination of the amount of the Post-Closing Reduction pursuant to Section 2.7(d); provided, however, that if the amount of the Escrow Funds in the Price Adjustment Escrow Account exceeds the amount of the Post-Closing Reduction, then within five (5) Business Days after the final determination of the Post-Closing Reduction, Sellers' Representative and Purchaser shall deliver joint written instructions to the Escrow Agent to distribute such excess to the Seller Parties in accordance with the Escrow Agreement.
iii. Seller Parties and Purchaser agree to treat any payment made pursuant to Section 2.7 as an adjustment to the Transaction Consideration for federal, state, local and non-U.S. income Tax purposes, except as otherwise required by applicable Law.

2.8 Withholding. Notwithstanding any other provision of this Agreement, Purchaser, its Affiliates and each member of Company Group shall be entitled to deduct and withhold from any amount otherwise payable to any Person pursuant to this Agreement or the Related Documents such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of applicable Law; provided, that (a) prior to making any such deduction or withholding, Purchaser shall give the Seller Parties written notice of the intention to make such deduction or withholding, which notice shall include a summary description of the basis and method of calculation for the proposed deduction or withholding, and (b) Purchaser shall reasonably cooperate with the Seller Parties to obtain reduction of or relief from or to otherwise minimize any such deduction or withholding. Amounts so withheld and paid over to the appropriate Governmental Entity shall be treated for all purposes of this Agreement as having been paid to the applicable Person in respect of which such deduction and withholding was made.

ARTICLE 3 CLOSING

3.1 The Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place remotely by the exchange of documents and signatures (or their electronic counterparts), on the 5th Business Day following satisfaction or due waiver of all of the closing conditions set forth in Article 9 hereof (other than those to be satisfied at the Closing itself, but subject to the satisfaction or waiver of such conditions) or such other date and/or time as is mutually agreeable to the Purchaser and the Seller Parties (with the Sellers' Representative acting for all of the Seller Parties). The Reference Time on the date of the Closing is referred to herein as the "Closing Date."

3.2 Deliveries at the Closing.

(a) Deliveries by the Seller Parties. At the Closing, and as a condition to the Purchaser's obligations hereunder, the Seller Parties shall deliver, or cause to be delivered (by the Sellers' Representative or otherwise), to the Purchaser each of the following (collectively, the "Seller Parties Deliverables"):

i. instruments of assignment in form and substance satisfactory to the Purchaser, duly executed by: (A) each Seller signatory hereto, assigning the Interests of each such Seller to the Purchaser, and (B) each holder of Incentive Units, assigning the Incentive Units of such Person to the Purchaser and agreeing to join in, adopt, and agree to be bound by this Agreement as a Seller hereunder;
ii. evidence satisfactory to the Purchaser that the Merger in accordance with the Merger Agreement has been effected in accordance with all applicable Law;
iii. (1) a Securityholder Agreement in the form attached hereto as Exhibit 3.2(a)(iii) (each, a "Securityholder Agreement"), duly executed by each holder of Class C Units, whereby each holder of Class C Units has unconditionally relinquished his or her rights to its Class C Units in exchange for Cathedral Liability Satisfaction Shares; and (2) a duly executed certificate from an officer of the Company certifying: (i) the amount of the Liability of the Company Group as described on Schedule 4.06(a) hereof (the "Company Change of Control Liability"), (ii) that each holder of Class C Units currently holds such number of Class C Units as set forth opposite his or her name on the Liability Satisfaction Share Schedule, and (ii) that attached to such certificate are true, correct and complete copies of all of the Company Change of Control Liability Documents;
iv. counterparts to an Escrow Agreement concerning the Price Adjustment Escrow Amount and the R&W Retention Escrow Amount in the form attached hereto as Exhibit 3.2(a)(iv) (the "Escrow Agreement"), duly executed by the Sellers' Representative and the Escrow Agent;
v. counterparts to a Non-Competition, Non-Solicitation and Confidentiality Agreement in the form attached hereto as Exhibit 3.2(a)(v) (the "Restrictive Covenants Agreement"), duly executed by the Persons set forth on Schedule 1 thereof;
vi. Tyler Clark's duly executed counterpart to the employment agreements in the form attached hereto as Exhibit 3.2(a)(vi) (the "Clark Employment Agreement");
vii. Lee Harns' duly executed counterparts to the employment agreements in the form attached hereto as Exhibit 3.2(a)(vii) (the "Harns Employment Agreement");
viii. the Payoff Letters and all instruments and documents necessary to release any and all Encumbrances securing the Company Debt, including authorizations to file any necessary UCC termination statements or other releases, duly executed by each applicable lender;
ix. evidence of (1) the termination of each of those Contracts and other transactions set forth on Schedule 3.2(a)(ix); and (2) the full and unconditional release of the Company Group from all indemnification obligations assumed by any Group Companies pursuant to the Reorganization Agreement (as defined in Schedule 4.11(a) attached hereto);
x. for each member of Company Group and ASH, a duly executed certificate from an officer of such member of Company Group and ASH dated the Closing Date certifying (1) as to the incumbency of any Person executing this Agreement and any Related Document on behalf of such member of Company Group or ASH, as the case may be, and (2) that attached to such certificate are true, correct and complete copies of such member of Company Group's or ASH's, as the case may be (A) articles of incorporation, certified by the Governmental Authority of the jurisdiction of its origin, (B) other Governing Documents, and (C) resolutions of the managers and members of the such member of Company Group or ASH, as the case may be, authorizing and approving this Agreement and the Related Documents and the consummation of the Transactions, in each case as required by and pursuant to applicable Law and its Governing Documents;
xi. signature cards for all bank accounts of each member of Company Group to effect change of signatures applicable to such accounts;
xii. the consents, notifications and approvals listed on Schedule 3.2(a)(xiii);
xiii. for each member of Company Group, a certificate, dated not earlier than five (5) Business Days prior to the Closing Date and issued by the secretary of state or other appropriate Governmental Authority of the jurisdiction of its origin and of each jurisdiction in which such member of Company Group is qualified to do business, stating that such member of Company Group is in good standing or has comparable active status in such jurisdiction;
xiv. all of the books and records, including all minute books, unit transfer ledgers, employment records, financial and accounting records and files of each member of Company Group and ASH;
xv. resignations in form and substance reasonably satisfactory to the Purchaser, duly executed by each of the current officers and managers of each member of the Company Group including, with respect to James R. Boyles, evidence that he has resigned as an employee without any Liability to the Company Group following Closing;
xvi. a certificate of each Seller and ASH Equityholder (or if applicable, the Person from whom such Seller or ASH Equityholder is disregarded as a separate entity for U.S. federal tax purposes) conforming to the requirements of Treasury Regulations Section 1.1445-2(b)(2) stating that such Seller or ASH Equityholder (or if applicable, the Person from whom such Seller or ASH Equityholder is disregarded as a separate entity for U.S. federal tax purposes) is not a "foreign person" within the meaning of Section 1445 of the Code and a duly executed IRS Form W-9, dated as of the Closing Date and duly executed by such Seller or ASH Equityholder (or if applicable, the Person from whom such Seller or ASH Equityholder is disregarded as a separate entity for U.S. federal tax purposes); and
xvii. all other documents, instruments and certificates specifically required by this Agreement to be delivered by the Sellers, the ASH Equityholders, the Company Group and/or the Sellers'

Representative at or prior to the Closing, together with such other instruments and documents, in form and substance reasonably acceptable to the Purchaser and Sellers' Representative, as may be reasonably necessary to effectuate the Closing.

(b) Deliveries by the Purchaser. At the Closing, and as a condition to the Seller Parties' obligations hereunder, the Purchaser shall deliver or cause to be delivered each of the following (collectively, the "Purchaser Parties Deliverables"):

i. the Initial Purchase Price to the applicable Persons in accordance with the provisions of Section 2.4;
ii. counterparts to the Related Documents to Sellers' Representative, duly executed by the Purchaser or its Affiliates to the extent the Purchaser or such Affiliates is intended to be a party thereto;
iii. evidence that the Purchaser has obtained bound coverage under the R&W Insurance Policy; and
iv. all other documents, instruments and certificates specifically required by this Agreement to be delivered by the Purchaser or its Affiliates at or prior to the Closing, together with such other instruments and documents, in form and substance reasonably acceptable to the Purchaser and Sellers' Representative, as may be reasonably necessary to effectuate the Closing.

3.3 Cross Contingency; Simultaneous Closing. The obligation of the Purchaser to purchase from each Seller such Seller's Interests at Closing and acquire ASH's Interests through the Merger at the Closing shall be subject to the simultaneous sale of all the Interests to the Purchaser, including, without limitation, through legal effect of (i) the Merger, for purposes of the sale and transfer of the ASH Interest, and (ii) the Securityholders Agreements, for purposes of the sale and transfer of the Interests of the holders of Class C Units.

3.4 Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, excise, recording, registration, value added, conveyance, stock transfer, gross receipts, duty, securities transactions and other such similar Taxes and fees (including any penalties and, interest, additions to Tax and additional amount imposed) that become payable in connection with or by reason of the execution of this Agreement and Transactions, and expenses incurred for the preparation and filing of Tax Returns related to such amounts ("Transfer Taxes") shall be borne 50% by the Seller Parties and 50% by the Purchaser. The Parties will cooperate with each other and use their commercially reasonable efforts to minimize Transfer Taxes, subject to applicable Law. The Party required by applicable Law to file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes shall timely and properly file all such documentation and such Tax Returns. Notwithstanding anything contained in this Section 3.4 or elsewhere in this Agreement to the contrary, the Seller Parties will be responsible for 100% of the Transfer Taxes and all expenses associated with the transfer of the Retained Assets as contemplated by Section 8.7.

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

As an inducement to the Purchaser to enter into this Agreement, the Company represents and warrants to the Purchaser, as of the Effective Date and the Closing Date, as set forth in this Article 4. Each Schedule that necessitates a disclosure to be made by the Company Group, collectively, shall indicate which member of Company Group each such disclosure applies to.as follows.

4.1 Organization; Qualification; Scope of Activities.

(a) Schedule 4.1(a) lists the name of each member of Company Group, together with its jurisdiction of incorporation, organization or formation and the nature of its organization (i.e., corporation or limited liability company). Each member of Company Group has all requisite power and authority to own, lease and otherwise hold and operate its properties and other assets and carry on its business as currently conducted and as currently proposed to be conducted. Each member of Company Group is duly qualified to do business as a foreign corporation and is in good standing in each of the jurisdictions specified in Schedule 4.1(a), which are the only jurisdictions in which such qualification is necessary.

(b) The Company (i) does not have, and has never had, any employees, consultants or other service providers, (ii) does not maintain, sponsor, contribute or have any obligation (whether fixed or contingent) with respect to any Employee Plan other than compensatory Equity Interests issued by the Company as set forth on Schedule 4.1(b)(ii), (iii) has no Liabilities except those set forth on Schedule 4.1(b)(iii), (iv) is not party to any Contract except those set forth on Schedule 4.1(b)(iv), and (v) has no assets other than its Equity Interests in each of AIH and AEP and those set forth on Schedule 4.1(b)(v).

(c) AIH (i) does not have, and has never had, any employees, consultants or other service providers, (ii) does not maintain, sponsor, contribute or have any obligation (whether fixed or contingent) with respect to any Employee Plan, (iii) has never granted or issued any compensatory Equity Interest or Equity Interest-linked award, (iv) has no Liabilities except those set forth on Schedule 4.1(c)(iv), (v) is not party to any Contract except those set forth on Schedule 4.1(c)(v), and (vi) has no assets other than other than its Equity Interest in AEP and those set forth on Schedule 4.1(c)(vi).

(d) As of the Closing Date, AEP's only business line is directional drilling solutions (the "Directional Business"), and the Company Group has been completely divested of any assets, Liabilities or obligations of any kind or nature relating to AEP's former thru tubing or wireline business lines (the "Divested Lines"). Except as set forth on Schedule 4.1(d), no member of Company Group will have any Liability or obligation of any kind or nature to any Person relating to AEP's former thru tubing and/or wireline business lines at or following Closing.

(e) The current officers and managers of each member of Company Group are listed on Schedule 4.1(e). Each member of Company Group has delivered to the Purchaser true, correct and complete copies of its Governing Documents as currently in effect.

4.2 Power; Authority and Enforceability. The Company has full corporate power and authority to execute and deliver this Agreement and the Related Documents to which it is a party and to consummate the Transactions. The execution and delivery of this Agreement and the Related Documents to which a member of Company Group is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite corporate action taken on the part of such member of Company Group and no other corporate proceedings of any member of Company Group is necessary to authorize this Agreement, the Related Documents or to consummate the Transactions. This Agreement and each Related Document has been duly and validly executed and delivered by the members of Company Group party thereto and, assuming the due authorization, execution and delivery of this Agreement by the other parties thereto, constitutes valid and binding obligations of such members of Company Group party thereto, enforceable against each of them in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other applicable Laws affecting creditors' rights generally and except insofar as the availability of equitable remedies may be limited by applicable Laws.

4.3 Capitalization; Subsidiaries.

(a) The entire authorized Equity Interests of the Company is as set forth on Schedule 4.3(a). All of the outstanding Equity Interests of the Company are held of record and beneficially owned by the Persons in the respective amounts set forth on Schedule 4.3(a). Except as set forth on Schedule 4.3(a), there are no outstanding Equity Interests of the Company or any Equity Interests of the Company reserved for issuance. All of the Equity Interests of the Company have been duly authorized and validly issued in compliance with all applicable Securities Laws. None of the Equity Interests of the Company were issued in violation of the Company's Governing Documents, any Contract or any preemptive or similar rights of any Person. Upon consummation of the Closing pursuant to the transactions set forth in Sections 2.1(a), (b) and (c), the Purchaser will own all of the Interests, free and clear of all Encumbrances, and such Interests will represent 100% of the outstanding Equity Interests of the Company. Except as set forth on Schedule 4.3(a), there are no unsatisfied capital contributions or commitments in respect of the Interests. Except as set forth on Schedule 4.3(a), there are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or sale or transfer of any of the Interests or any other Equity Interests of the Company.

(b) The entire authorized Equity Interests of each of the Company Subsidiaries is as set forth on Schedule 4.3(b). All of the outstanding Equity Interests of the Company Subsidiaries are held of record and beneficially owned by the Persons in the respective amounts set forth on Schedule 4.3(b), free and clear of any Encumbrances. Except as set forth on Schedule 4.3(b), there are no outstanding Equity Interests of either of the Company Subsidiaries or any Equity Interests of either of the Company Subsidiaries reserved for issuance. All of the Equity Interests of the Company Subsidiaries have been duly authorized and validly issued in compliance with all applicable Securities Laws. None of the Equity Interests of the Company Subsidiaries were issued in violation of the Company Subsidiaries' Governing Documents, any Contract or any preemptive or similar rights of any Person, and there are no unsatisfied capital contributions or commitments in respect of the Equity Interests of the Company Subsidiaries.

(c) Schedule 4.3(c) sets forth as of the date hereof, with respect to each (A) outstanding or authorized option, warrant, convertible security, subscription, call right, redemption right, repurchase right or any other Contractual Obligations of any kind relating to the issued or unissued Equity Interests of the Company, and (B) outstanding or authorized equity appreciation rights, phantom equity, performance-based rights or profit participation or similar rights or obligations of the Company: (i) the name of the right holder, (i) the number and type of Equity Interest underlying such right or award, (iii) the date of grant, (iv) the exercise price, if such Equity Interest are qualified as incentive stock options under Section 422 of the Code, and (v) the vesting terms.

(d) Except as set forth on Schedule 4.3(b), no member of the Company Group owns or has ever owned, directly or indirectly, any Equity Interests of any Person. No member of Company Group has any debt or equity investments (or to make any such debt or equity investments), directly or indirectly, in or with any Person.

(e) Notwithstanding anything to the contrary in this Agreement or any investigation or examination conducted, or any knowledge possessed or acquired, by or on behalf of the Purchaser or Cathedral, or any of their respective Representatives, it is expressly acknowledged and agreed that the preparation of the Allocation Schedule and the allocations set forth therein are the sole responsibility of the Seller Parties and that the Purchaser and Cathedral and, after the Closing, the Company Group and their respective Affiliates

shall be entitled to rely on the Allocation Schedule without any obligation to investigate or verify the accuracy or correctness thereof.

4.4 Non-Contravention.

(a) Except as listed in Schedule 4.4(a), none of the authorization, execution, delivery or performance by any member of Company Group of this Agreement or any Related Document to which it is party nor the consummation of the Transactions require any member of Company Group to obtain any Consent or regulatory approval or to provide any notice to or registration or filing with any: (i) Governmental Authority; (ii) party under a Contract; or (iii) any other Person. The Company has obtained and delivered to the Purchaser all Consents listed on Schedule 4.4(a).

(b) Except as set forth on Schedule 4.4(b), neither the execution, delivery and performance by any member of Company Group of this Agreement or any Related Document to which it is party nor the consummation of the Transactions will: (i) conflict with, or result in the breach or violation of or default under, or cause the acceleration of any obligations under, with or without the passage of time or the giving of notice or both, any of the terms and provisions of (A) any applicable Laws or Permit, (B) the Governing Documents of any member of Company Group or (C) any Contract to which a member of Company Group is party; (ii) relieve any Person who is a party to any Contract with Company Group thereunder or enable it to terminate its obligations thereunder; (iii) cause the Purchaser or any member of Company Group to lose any right under any Contract or any right to a government grant or Tax credit or refund; or (iv) result in the creation of any Encumbrance on any of the Assets.

4.5 Financial Statements.

(a)

(i) Schedule 4.5(a)(i) contains copies of the (A) unaudited balance sheet of AEP as of April 30, 2022 and the related statements of income, statements of equity, and statements of cash flows for the 4-month period ended April 30, 2022 (the "Latest Financial Statements"); and (B) audited balance sheet of the AEP and the related statements of statements of income, statements of equity, and statements of cash flows for the fiscal years ended December 31, 2021, December 31, 2020, and December 31, 2019 (the "Audited AEP Financial Statements", together with the Latest Financial Statements, the "AEP Financial Statements"). The AEP Financial Statements (including the related notes thereto) present fairly in all material respects the financial position and the results of operations of AEP as of their respective dates for the periods then ended, all in conformity with GAAP applied on a consistent basis, except as otherwise noted therein or as set forth on Schedule 4.5(a)(i) and subject, in the case of the Latest Financial Statements, to the absence of notes. Also included as part of the Latest Financial Statements are separate unaudited balance sheet of the Directional Business as of May 31, 2022, and a statement of income for the twelve months then ended (the "Directional Financials"). The Directional Financials have been prepared by removing all balance sheet items from the balance sheet relating to the Divested Lines and removing from the statement of income all items of revenue and expense directly attributable to the Divested Lines;

(ii) Schedule 4.5(a)(ii) contains copies of the unaudited balance sheet of AIH and the related statements of statements of income, statements of equity, and statements of cash flows for the fiscal year ended December 31, 2021 (the "AIH Financial Statements"). The AIH Financial Statements present fairly in all material respects the financial position and the results of operations of AIH as of their respective dates for the periods then ended, all in conformity with GAAP applied on a consistent basis, except as otherwise noted therein or as set forth on Schedule 4.5(a)(ii); and

(iii) Schedule 4.5(a)(iii) contains copies of the unaudited, unconsolidated nonconsolidated balance sheet of AEH and the related statements of statements of income, statements of equity, and statements of cash flows for the fiscal year ended December 31, 2021 (the "AEH Financial Statements"). The AEH Financial Statements present fairly in all material respects the financial position and the results of operations of AEH as of their respective dates for the periods then ended, all in conformity with GAAP applied on a consistent basis, except as otherwise noted therein or as set forth on Schedule 4.5(a)(iii).

(b) All accounts receivable and notes receivable of AEP relating to the Directional Business as reflected on the Directional Financials, and all accounts receivable and notes receivable of AEP relating to the Directional Business that have arisen since the that date of the Directional Financials, (i) arose out of arm's length transactions actually made in the ordinary course of business, (ii) are the valid and legally binding obligations of the parties owing such amounts, (iii) are collectible in the ordinary course of business without the necessity of commencing any Action, (iv) are subject to no counterclaim or setoff and (v) are not in dispute. Schedule 4.5(b) contains an aged schedule of accounts receivable for the Directional Business reflected on the Directional Financials. The reserve on the Latest Financial Statements against the accounts receivable for returns and bad debts is adequate and has been calculated in accordance with GAAP and in a manner consistent with past practice. AEP has not agreed to any deduction, free goods or services, discounts or other deferred price or quantity adjustment with respect to any of accounts receivable of the Directional Business. All of the accounts and notes receivable of the Directional Business relate solely to sales of goods or services to customers of the Directional Business, none of whom are Seller Parties, members of Company Group or any of their respective Affiliates.

(c) All Inventory reflected on the Directional Financials and all Inventory purchased since the date of the Directional Financials (i) had a commercial value at least equal to the value shown on the face of the Directional Financials, (ii) is valued in accordance with GAAP at the lower of cost or market and for used parts, 50% of new cost, and (iii) consists of a quality and quantity usable and saleable in the ordinary course of business. Except as set forth in Schedule 4.5(c), all Inventory is located at, or is in transit to or from, the Real Property. Except as set forth in Schedule 4.5(c) (which contains a description of any exceptions and related amounts), (A) all work-in-process contained in Inventory constitutes items in process of production pursuant to Contracts entered into (including orders taken) in the ordinary course of business by regular customers of the Directional Business with no recent history of credit problems with respect to AEP, (B) neither AEP nor any such customer is in material breach of the terms of any obligation to the other, and (C) no valid grounds exist for any set off of amounts billable to such customers on the completion of the Contract to which work-in-process relates. All work-in-process consists of a quality ordinarily produced in accordance with the requirements of the Contracts to which such work-in-process relates, and will require no rework with respect to services performed prior to the Closing. AEP will have on hand as of the Closing such quantities of Inventory as are reasonably required to continue the Directional Business immediately after the Closing consistent with past practice.

4.6 Change of Control Liability; Undisclosed Liabilities; Debt.

(a) True and correct copies of the Company Change of Control Liability Documents are attached hereto as Schedule 4.6(a).

(b) Except as otherwise set forth on Schedule 4.6(b), no member of the Company Group has any Liabilities which are not fully reflected or reserved against in the Latest Financial Statements, except those which have been incurred in the ordinary course of business since the date thereof.

(c) Schedule 4.6(c) sets forth all outstanding Company Debt as of the Closing Date. For each item of Company Debt, Schedule 4.6(c) correctly sets forth the debtor, the Contractual Obligations governing the Company Debt, Payoff Amount for such Company Debt, the creditor, the maturity date, and the collateral, if any, securing the Debt (and all Contractual Obligations governing all related Encumbrances). Except as set forth on Schedule 4.6(c), no member of Company Group has any Liability in respect of a guarantee of any Indebtedness or other Liability of any other Person.

4.7 Absence of Certain Changes and Events. Except as otherwise contemplated by this Agreement or as set forth on Schedule 4.7, since the date of the Latest Financial Statements:

(a) the Directional Business has been conducted in the ordinary course and substantially in the manner that such business was heretofore conducted;

(b) no change, circumstance or event has occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect;

amended;

(d) the Company Group has not (i) hired or terminated any employee, consultant or manager, other than any non-officer employee hired or terminated in the ordinary course of business consistent with past practice, (ii) increased or established, or committed to increase or establish, whether orally or in writing, any form of compensation or benefits payable or to become payable by the Company Group to its consultants, managers or employees, including without limitation pursuant to any Employee Plan, other than any increase, establishment or commitment affecting non-officer employees that was implemented in the ordinary course of business consistent with past practice; (iii) adopted, entered into, established, amended or modified in any material respect, or terminated any Employee Plan, or (iv) accelerated the vesting or payment of any compensation or benefits under any Employee Plan (other than as required under any Employee Plan pursuant to terms of such Employee Plan in existence as of the date hereof), other than in the ordinary course of business consistent with past practice;

(e) the Company Group has not taken any action which could reasonably be expected to cause, or fail to take any reasonable action to prevent, any change in employee relations which has or is reasonably likely to have a material effect on the productivity, the financial condition, results of operations of the Company Group or the relationships between the employees of the Company Group and the management of the Company Group;

(f) there has not been any change by the Company Group of Accounting Principles;

(g) there has not been any issuance, transfer, sale, Encumbrance, redemption, repurchase or gift of any limited liability company membership interests, capital stock or other Equity Interests in the Company Group or of any phantom stock, option, security convertible into or right to purchase any such limited liability company membership interests, capital stock or other Equity Interests, other than the issuance of the units of limited liability company membership interests to the Persons as described in Schedule 4.6(a) to give effect to creating the Change of Control Liability;

(h) the Company Group has not made any acquisition, disposition or sale of any material asset (including, without limitation, the Real Property) of the Company Group, except in the ordinary course of business and listed on Schedule 4.7(h);

(i) the Company Group has not (i) acquired by merger or consolidation with, or purchased substantially all of the Equity Interests or assets of any business or Person, (ii) made any investment in the securities (including debt instruments) of any Person or (iii) merged or consolidated with any Person;

(j) the Company Group has not mortgaged, granted a security interest in, pledged or subjected to Encumbrance (other than Permitted Encumbrances) any assets (including, without limitation, the Real Property) of the Company Group;

(k) the Company Group has not (i) incurred or assumed any indebtedness for borrowed money other than advances drawn by the Company Group in the ordinary course of its business from its lines of credit and credit facilities existing on the date of this Agreement, or (ii) made any loans or advances to any Person;

(l) the Company Group has not instituted, settled or agreed to settle any Actions;

(m) the Company Group has not made any commitment for any capital expenditure in excess of $250,000 in the aggregate;

(n) the Company Group has not entered into any Material Contract other than in the ordinary course of business consistent with past practices of the Company Group, or amended, modified, renewed or terminated any Material Contract;

(o) the Company Group has not renewed or entered into any non-compete, exclusivity, nonsolicitation or other agreement that restricts or limits, in any material respect, the operations of the Company Group (or the Purchaser or any of its Affiliates) after consummation of the Closing;

(p) the Company Group has not disclosed any trade secrets or other proprietary and confidential information to any Person that is not subject to a written confidentiality and non-disclosure agreement;

(q) with respect to the Company Group, there has been no new, change in or revocation of any Tax election; settlement or compromise of any claim, notice, audit report or assessment in respect of Taxes; change in any annual Tax accounting period, adoption or change in any method of Tax accounting; filing of any amended Tax Return; entrance into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a material Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment that would have an adverse impact on the Company Group or the Purchaser after the Closing Date; and

(r) the Company Group has not authorized, agreed or entered into any Contract to take any of the types of action described in subsections (a) through (q) above.

4.8 Compliance with Laws; Permits; Regulatory Matters.

(a) Compliance with Laws.

i. Each member of Company Group is currently, and at all times since such Group Company's inception has been, in compliance in all material respects with all Laws, Orders and Permits that are applicable to each such member of Company Group or its properties, assets, employees and operations, including the General Data Protection Regulation 2016/679 and Laws governing any operation or set of operations performed by Company Group on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction. No event has occurred and no condition or circumstance exists that would reasonably be expected (with or without notice or lapse of time or both) to constitute, or result in, directly or indirectly, a default under, a breach or violation of, or a failure to comply with, any such applicable Law, Order or Permit by the Company Group or any of their employees. No member of Company Group has been sanctioned, fined or penalized for any violation of or failure to comply with any applicable Law, Order or Permit.

ii. No member of Company Group has received from any Governmental Authority or other Person any written notice or complaint (A) alleging any violation of any Law, Order or Permit, (B) threatening or seeking to revoke, suspend, terminate or limit any Permit or to take any other action, (C) alleging any criminal or illegal or impermissible conduct or (D) involving any complaints filed against, or statutory fines imposed upon, such member of Company Group by any Governmental Authority. Schedule 4.8(a)(ii) identifies all correspondence sent by any member of the Company Group to, or received by the member of the Company Group from, a Governmental Authority relating to any regulatory or other compliance review, audit or investigation with respect to any member of the Company Group or any member of the Company Group employee.

iii. At all times, each member of Company Group has timely filed all reports, notices, and statements, together with any amendments required to be made with respect thereto, that were required to be filed under any Law, Order or Permit. No material deficiencies have been asserted in writing by a Governmental Authority with respect to such report, notice or statement that have not been cured or satisfied.

(b) Permits.

i. Each member of Company Group and their respective employees and contractors possess (and have possessed at all relevant times) all Permits that are required in order for the Company Group to conduct the Directional Business as presently conducted and use their respective real, tangible and intangible properties and assets. All Permits of Company Group necessary for the operation of the Directional Business as currently conducting are listed on Schedule 4.8(b)(i).

ii. With respect to all Permits listed Schedule 4.8(b)(i): (A) all such Permits are valid and in full force and effect; (B) at all times, the Company Group and its employees have been in compliance in all respects with all of the terms and requirements of each such Permit; and (C) there are no proceedings pending threatened that seek the revocation, cancellation, suspension or adverse modification thereof. All required filings with respect to such Permits have been timely made and all required applications for renewal thereof have been timely filed. No such Permits will terminate as a result of the consummation of the transactions contemplated by this Agreement or the Related Documents.

4.9 Sufficiency, Title and Condition of Assets.

(a) AEP has good and marketable title to, or, in the case of property held under a lease or other Contractual Obligation, a valid leasehold interest in, or otherwise has adequate rights to use, all of its tangible personal property relating to the Directional Business, including fixed assets on the Closing Date which are substantially similar in nature and quantity as described in Schedule 4.9(a) (the "Fixed Assets"), which Fixed Assets are in good quality and working condition, ordinary wear and tear excepted, and located at the addresses set forth on Schedule 4.9(a).

(b) Except as set forth on Schedule 4.9(b), the Company Group (a) has good, valid and marketable title to all of the properties and assets (including the Real Property) which it purports to own, including without limitation the properties and assets reflected in the Latest Financial Statements (other than those which have been disposed of since the date of the Latest Financial Statements in the ordinary course of business consistent with past practices of the Company Group), free and clear of all Encumbrances other than Permitted Encumbrances; and (b) a valid leasehold interest in, or right to use, as applicable, all other properties and assets that are material to, and used in or held for use in, the Directional Business as presently conducted. All such properties and assets of the AEP (i) are in reasonable operating condition and adequate for the uses to which they are being put, ordinary wear and tear excepted; and (ii) are usable in the ordinary course of business consistent with past practices of AEP. All leases pursuant to which the Company Group leases any assets are valid and binding in accordance with their respective terms. There is no agreement, option or other right outstanding in favor of any Person for the purchase from the Company Group of any of its material assets (including, without limitation, the Real Property).

(c) The properties and assets owned, leased and licensed by AEP constitute all of the properties and assets necessary, and all of such properties and assets are sufficient, to operate the Directional Business as currently conducted.

4.10 Real Property; Personal Property.

(a) Schedule 4.10(a) sets forth a list of the addresses of all real property (i) owned by Company Group (the "Owned Real Property"), or (ii) leased, subleased or licensed by, or for which a right to use or occupy has been granted to, Company Group (the "Leased Real Property," and together with the Owned Real Property, the "Real Property"). Schedule 4.10(a) also identifies (i) with respect to each Owned Real Property, all Persons that use or occupy such Owned Real Property, and (ii) with respect to each Leased Real Property, each Contractual Obligation under which such Leased Real Property is occupied or used including the date of and legal name of each of the parties to such Contractual Obligation, and each amendment, modification or supplement thereto (the "Real Property Leases").

(b) Except as set forth in Schedule 4.10(b), Company Group has good and marketable fee simple title in and to the Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances.

(c) Except as set forth on Schedule 4.10(c), there are no written leases, subleases, licenses, concessions, occupancy agreements or other Contractual Obligations granting to any other Person the right of use or occupancy of any of the Owned Real Property and there is no Person in possession of any of the Owned Real Property.

(d) The Company has delivered to the Purchaser accurate and complete copies of the Real Property Leases, in each case as amended or otherwise modified and in effect, together with extension notices and other material correspondence, lease summaries, notices or memoranda of lease, estoppel certificates and subordination, non-disturbance and attornment agreements related thereto.

(e) No eminent domain or condemnation Action is pending or threatened that would preclude or materially impair the use of any Real Property. Company Group's current use of the Real Property does not violate in any material respect any restrictive covenant of record that affects any of the Real Property.

(f) Each building located on the Real Property is supplied with utilities and other services necessary for the operation of such building and related facilities as the same is currently operated, all of which utilities and other services are provided via public roads or via permanent, irrevocable appurtenant easements benefiting the parcel of Real Property. Each parcel of Real Property abuts on, and has direct vehicular access to, a public road, or has access to a public road via a permanent, irrevocable appurtenant easement benefiting the parcel of Real Property, in each case, to the extent necessary for the conduct of the Directional Business as currently conducted.

(g) Schedule 4.10(g) sets forth a list of all leases of tangible assets and other personal property of the Company Group (the "Personal Property Leases"). AEP has good and valid title to, or in the case of leased tangible assets and other personal property, a valid leasehold interest in, all of the tangible assets and other personal property that are necessary for the Company to conduct the Directional Business as it is conducted on the date hereof, in each case, free and clear of all Encumbrances (other than Permitted Encumbrances).

4.11 Contracts.

(a) Except as disclosed in the applicable subsection of Schedule 4.11(a) (which is arranged in subsections numbered to correspond to the subsections of this Section 4.11(a)), Company Group is not bound by or a party to (each, a "Material Contract"):

i. any Contractual Obligation (or group of related Contractual Obligations) for the purchase, sale, construction, repair or maintenance of inventory, raw materials, commodities, supplies, goods, products, equipment or other property, or for the furnishing or receipt of services, in each case, the performance of which will extend over a period of more than one year or which provides for (or would be reasonably expected to involve) annual payments to or by Company Group in excess of $100,000.00 or aggregate payments to or by Company Group in excess of $250,000.00;
ii. any employment, consulting, severance, retention, bonus, change in control or other Contract with any current or former employee, officer, manager or consultant of the Company Group that is not terminable at will by the Company Group without penalty or liability on the part of the Company Group, including any Contractual Obligation under which Company Group is, or may become, obligated to incur any severance pay or compensation obligations that would become payable by reason of this Agreement or the transactions contemplated hereby;
iii. any Contractual Obligation relating to the acquisition or disposition by Company Group of any (A) any business (whether by merger, consolidation or other business combination, sale of securities, sale of assets or otherwise) or (B) any material asset;
iv. any Contract pursuant to which Company Group has potential Liability in respect of any purchase price adjustment, earn-out or contingent purchase price;
v. any Contractual Obligation concerning or consisting of a partnership, limited liability company, joint venture or similar agreement;
vi. any Contractual Obligation under which Company Group has permitted any Asset to become Encumbered (other than by a Permitted Encumbrance);
vii. any indenture, mortgage, deed of trust, note, installment obligation, Contract or other instrument relating to the borrowing of money by the Company Group or the guaranty of any obligation for the borrowing of money by the Company Group;
viii. any Contractual Obligation containing covenants that in any way purport to (A) restrict any business activity (including the solicitation, hiring or engagement of any Person or the solicitation of any customer) by Company Group or (B) limit the freedom of Company Group or any Affiliate thereof to engage in any line of business or compete with any Person or (C) solicit or attempt to

solicit any Person for employment or hire any Person, or (D) sell to or purchase any products or services from any other Person;

ix. any material agency, dealer, distributor, sales representative, marketing or other similar Contractual Obligation;
x. any outstanding general or special powers of attorney executed by or on behalf of any member of Company Group;
xi. any (a) License Agreement, (b) royalty agreement or (c) other Contract concerning Intellectual Property Rights which is material to the Company Group;
xii. any Contract that provides for the indemnification of any Person by the Company Group, except for Contracts entered into in the ordinary course of business consistent with the past practices of the Company Group or where such indemnity is not material to the Company Group;
xiii. any Contractual Obligation under which any member of Company Group has advanced or loaned an amount to any of its Affiliates or employees;
xiv. any Contractual Obligation providing for exclusivity, "most favored nation," rights of first refusal, options or similar rights, whether given by or for the benefit of Company Group;
xv. any Contractual Obligation containing a covenant not to sue or covenant not to assert;
xvi. Contracts with respect to Employee Plans;

xvii.

xviii. Real Property Leases and Personal Property Leases;
xix. any Contract pursuant to which the Company Group stores Inventory at any location other than the Real Property;
xx. any Contract which (A) is not terminable by the Company Group on thirty (30) or fewer days' notice at any time without penalty, and (B) involves the receipt or payment by the Company Group on or after the date of this Agreement of more than $100,000.00 annually;
xxi. any other Contractual Obligation between any member of Company Group, on the one hand, and any Seller (or Affiliate or Family Member thereof), on the other hand, that will continue in effect after the Closing;
xxii. any other Contract not otherwise listed that is material to the Company Group and/or the Directional Business, taken as a whole, or that the termination of which would result in a Company Material Adverse Effect.

The Company has delivered to the Purchaser accurate and complete copies of each written Contract and/or Contractual Obligation listed on Schedule 4.11(a), in each case, as amended or otherwise modified and in effect. The Company has delivered to the Purchaser written summary setting forth all of the material terms and conditions of each oral Contracts and/or Contractual Obligation listed on Schedule 4.11(a).

(b) (i) The Company has not received any written notice of any default or event that (with due notice or lapse of time or both) would constitute a default by any member of Company Group under any Material Contract, (ii) each Material Contract is a legal, valid and binding obligation of the Company Group and is in full force and effect (except to the extent subject to, and limited by, applicable bankruptcy, insolvency, reorganization, moratorium, receivership and similar laws affecting the enforcement of creditors' rights generally and general equitable principles), (iii) to the Company's Knowledge, no other party to any Material Contract is (with or without the lapse of time or the giving of notice, or both) in material breach of or in material default under any Material Contract, and (iv) no party to any Material Contract has exercised or, to the Company's Knowledge, threatened to exercise any termination rights with respect to any such Material Contract. Company Group has in all material respects performed all obligations required to be performed by it to date under each Material Contract and Company Group is not in default or breach of any Material Contract (with due notice or lapse of time or both). Company has provided to the Purchaser true, correct and complete copies of each of the Material Contracts, together with all amendments, modifications or supplements thereto, and a written description of any oral Material Contract.

4.12 Taxes.

(a) The Company since its inception has at all times been classified as a partnership for U.S. federal income tax purposes, and where applicable, for state and local income tax purposes.

(b) All Tax Returns that are required to be filed pursuant to applicable Laws by any Group Company have been filed, and all such Tax Returns were true, correct and complete in all material respects. All income and other material amounts of Taxes required to have been paid by any Group Company (whether or not shown on any Tax Return) have been paid. In the last five (5) years, no written claim has ever been made by a Governmental Authority in any jurisdiction where a Group Company does not file Tax Returns that such Group Company is or may be subject to taxation by such jurisdiction. No Group Company is currently the beneficiary of any extension of time to file a Tax Return. There are no Encumbrances for Taxes (other than Taxes not yet due and payable) upon any of the assets of any Group Company.

(c) Each Group Company (i) has withheld and paid all material amounts of Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, member, or other third party, and (ii) has, as of the Closing Date, complied in all material respects with record keeping requirements relating to such Taxes.

(d) Except as set forth on Schedule 4.12(d): (i) there is no dispute or claim concerning any Tax Liability of any Group Company that has been claimed or raised by any Governmental Authority in writing; and (ii) there are no asserted or, to any Group Company's Knowledge, threatened, actions, suits, proceedings, audits, investigations, enquiries or claims by a Governmental Authority against any Group Company in respect of any Taxes.

(e) The Group Companies have delivered or made available to the Purchaser true, correct and complete copies of all income and other material Tax Returns and all Tax examination reports and statements of deficiencies assessed against or agreed to by any Group Company, in each case, filed or received since January 1, 2018. No Group Company has waived any statute of limitations in respect of Taxes nor agreed to any extension of time with respect to a Tax assessment or deficiency, in each case, that has not expired.

(f) No Group Company has an application pending with the IRS or any other tax authority requesting permission for any change in accounting method. Each Group Company has disclosed on any applicable federal income Tax Returns any positions that could give rise to a substantial understatement of federal income Tax within the meaning of Code §6662. No Group Company has participated in a "reportable transaction" as described in Treasury Regulations §1.6011-4(b). No Group Company is currently a party to any Tax allocation or Tax sharing agreement or arrangement (other than an agreement entered into in the ordinary course of business with respect to which allocation or sharing of Taxes is not a primary purpose) and no Group Company has an obligation to make a payment under any such agreement. No Group Company (i) has been a member of a Tax Group filing a consolidated federal income Tax Return, (ii) has liability for the Taxes of any Person under Treasury Regulation § 1.1502-6, (iii) has liability for the Taxes of any Person (other than a Group Company) under a provision of state, local, or foreign law similar to Treasury Regulation § 1.1502-6 or as a transferee or successor, by Contract (other than Contracts entered into in the ordinary course that are not principally related to Taxes), or otherwise.

(g) Schedule 4.12(g) sets forth the following information with respect to each Group Company as of the Closing Date: (i) any partnership, trust or other entity of which a Group Company is an owner, whether or not such entity is disregarded for tax purposes, as of the Closing Date; and (ii) all closing agreements and Tax rulings requested or received from any taxing authority that are in effect as of the Closing Date.

(h) No Group Company (i) has participated in an international boycott as defined in Code §999; or (ii) has been the distributing corporation with respect to a transaction described in Code §355 that was completed within the two-year period ending on the date hereof.

(i) None of the assets of any Group Company are (i) tax exempt use property under Code §168(h); (ii) tax-exempt bond financed property under Code §168(g); (iii) limited use property under Revenue Procedure 76-30; (iv) treated as owned by any other Person under Code §168; or (v) subject to the limitations on "amortizable section 197 intangibles" described in Code §197(f)(9) or any similar comparable limitation under state, local or foreign applicable Law.

(j) No Group Company has a permanent establishment (within the meaning of an applicable Tax treaty) or an office or fixed place of business in a country other than the country in which it is organized.

(k) There are no powers of attorney currently outstanding with respect to Tax matters relating to any Group Company.

(l) Neither the Purchaser nor any of its Affiliates will be required to include any item of income in, or to exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (A) use of an improper accounting method or change in method of accounting by a Group Company prior to the Closing; (B) closing agreement with a Governmental Authority with respect to Taxes entered into by a Group Company prior to the Closing; (C) intercompany transaction or excess loss account described in Treasury Regulations under Code §1502 (or any corresponding or similar provision of state, local or foreign Tax law) by a Group Company prior to the Closing; (D) installment sale or open transaction disposition made by a Group Company prior to the Closing; or (E) prepaid amount or deferred revenue received by a Group Company prior to the Closing Date.

(m) No Group Company has (i) deferred the employer's share of any "applicable employment taxes" under section 2302 of the CARES Act, (ii) otherwise deferred any Taxes or changed any material Tax practice or filed an amended Tax Return under, or in response to, any COVID-19 measure, (iii) claimed any Tax credits under sections 7001 through 7005 of the Families First Coronavirus Response Act and section 2301 of the CARES Act or (iv) sought a covered loan under paragraph (36) of section 7(a) of the Small Business Act (15 U.S.C. 636(a)), as added by section 1102 of the CARES Act (or similar loan under any subsequent COVID-19 measure).

(n) No Group Company has agreed to, or is required prior to the Closing to make, any adjustments or changes to its accounting methods pursuant to Section 481 of the Code (or similar provisions of state, local, or foreign applicable Law).

(o) No Group Company has requested or received any rulings or entered into any agreements or similar arrangements with any Governmental Authority with regard to the determination of the Tax Liability of such Group Company that would have continuing effect on periods (or portions thereof) ending after the Closing.

(p) Each Group Company properly collected and remitted all material amounts of sales and similar Taxes required to be collected and remitted with respect to sales made to customers and has properly received and retained any appropriate tax exemption certificates and other documentation for all material amounts of sales made without charging or remitting sales or similar Taxes that qualify such sales as exempt from sales and similar Taxes.

(q) Each Group Company has materially complied with the requirements of Code § 482 and the Treasury Regulations thereunder (and all comparable provisions of state, local or foreign law).

(r) Each Group Company has not, at any time since January 1, 2020, acquired assets from another corporation in a transaction in which the Tax basis for the acquired assets was determined, in whole or in part, by reference to the Tax basis of the acquired assets (or any other property) in the hands of the transferor.

(s) For all federal and any applicable state and local income Tax purposes, (i) ASH has been treated as an S corporation since its formation, (ii) the Company has been treated as a partnership since its formation, (iii) AIH has been treated as a C-Corp since its formation, (iv) AEP has been treated as (1) an S corporation during the period commencing on its formation and ending on October 1, 2018; (2) a disregarded entity during the period commencing on October 1, 2018 and ending December 31, 2020, and (3) a partnership since January 1, 2021.

4.13 Employee Benefits.

(a) Schedule 4.13(a) identifies each Employee Plan. For each Employee Plan, accurate, current, and complete copies of the following, as applicable, have been furnished to Purchaser: (i) written plan documents (for unwritten plans, a summary of the material terms), (ii) related trust or funding agreements, (iii) insurance contracts and all other Contracts relating to any Employee Plan (iv) the three most recent annual reports (Form 5500 and all related schedules), (v) actuarial valuation reports, if any, prepared in connection with any such plan, (vi) in the case of any Employee Plan that is intended to be qualified under Section 401(a) of the Code, a copy of the most recent determination, opinion, or advisory letter from the IRS, (vii) copies of material notices, letters, or other correspondence from the IRS, DOL or other Governmental Authority and (viii) any filings made within the past six (6) years under any amnesty, voluntary compliance, self-correction, or similar program sponsored by the IRS, DOL or other Governmental Authority, including the Employee Plans Compliance Resolution System, Voluntary Fiduciary Correction Program, or Delinquent Filer Voluntary Correction Program (each, a "Corrections Program").

(b) No Employee Plan constitutes an "employee pension benefit plan" as defined in Section 3(2) of ERISA, subject to Code Section 412 or 302 of ERISA or Title IV, a "multiemployer plan," as defined in Section 3(37) of ERISA, or a "defined benefit plan," as defined in Section 3(35) of ERISA and subject to Title IV of ERISA, nor does any member of the Company Group or any ERISA Affiliate have any obligation to create, maintain, or contribute to any such "employee pension benefit plan," "multiemployer plan" or "defined benefit plan" or has or could have any liability with respect thereto. Neither the Company Group nor any ERISA Affiliate has ever participated in, been obligated to, or made contributions to a multiemployer plan. No Employee Plan is maintained in connection with any trust described in Section 501(c)(9) of the Code. Full payment has been made of all amounts that the Company Group or any ERISA Affiliate is required to have paid as contributions to or benefits under any Employee Plan as of the end of the most recent year thereof and there are no unfunded obligations under any Employee Plan that have not been disclosed to Purchaser prior to the Closing Date. No condition exists and no event has occurred that could constitute grounds for termination of any Employee Plan, and there has been no partial termination of any Employee Plan that is an employee pension plan as defined in ERISA 3(2). Neither any member of the Company Group nor any ERISA Affiliate thereof has incurred any liability under Title IV. Nothing done or omitted to be done and no transaction or holding of any asset under or in connection with any Employee Plan has or will make the Company Group or any ERISA Affiliate, or any partner, member, manager, officer, director or employee of the foregoing, subject to any liability under Title I of ERISA or liable for any Tax

pursuant to Section 4975 of the Code. There is no occurrence for and no pending or threatened litigation, arbitration, disputed claim, adjudication, audit, examination or other proceeding with respect to any Employee Plan or any fiduciary or administrator thereof in their capacities as such.

(c) Each Employee Plan that is intended to be qualified under Section 401(a) of the Code is so qualified and has been so qualified during the period from its adoption to date, and each trust forming a part thereof is exempt from Tax pursuant to Section 501(a) of the Code. The Company Group has furnished to Purchaser copies of the most recent IRS determination letters with respect to each such Employee Plan. Each Employee Plan has been maintained in compliance with its terms and the requirements prescribed by any and all statutes, orders, rules and regulations, including ERISA and the Code, that are applicable to such Employee Plan or required in order to maintain favorable tax treatment of the benefits provided thereunder. No member of the Company Group or ERISA Affiliate has any liability for any Tax penalty with respect to any Employee Plan or Benefit Arrangement or for failure to offer any benefit.

(d) Schedule 4.13(d) identifies each employment, severance or other similar contract, arrangement or policy and each plan or arrangement (written or oral) providing for insurance coverage (including any self-insured arrangements), workers' compensation, disability benefits, severance or termination benefits, stayincentive, supplemental or paid time off unemployment benefits, vacation benefits, retirement benefits or for deferred compensation, profit-sharing, bonuses, stock options, stock appreciation or other forms of incentive compensation or post-retirement insurance, compensation or benefits that (i) is not an Employee Plan, (ii) is entered into, maintained or contributed to, as the case may be, by the Company Group or any ERISA Affiliate, and (iii) covers any employee, former employee, partner, former partner, contractor, or former contractor of the Company Group or any ERISA Affiliate. Such contracts, plans and arrangements as are described above, copies or descriptions of all of which have been furnished previously to Buyer, are referred to collectively herein as the "Benefit Arrangements." Each Benefit Arrangement has been maintained in compliance in all material respects with its terms and with requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Benefit Arrangement. No Employee Plan that is a "welfare plan" within the meaning of Section 3(1) of ERISA is a self-funded or self-insured arrangement, and, with respect to each such Employee Plan that is funded in whole or in part through an insurance policy, neither the Company Group nor any ERISA Affiliate has any liability in the nature of retroactive rate adjustment, loss sharing arrangement of other actual or contingent liability arising wholly or partially out of events occurring on or before the date of this Agreement or is reasonably expected to have such liability with respect to periods through the Closing.

(e) Except as required by COBRA or as set forth on Schedule 4.13(e), neither the Company Group nor any ERISA Affiliate has any liability in respect of post-retirement health, life, pension, retirement, severance, stay-incentive or other benefits for retired employees or partners of the Company or any Affiliate of the Company. The Company Group and ERISA Affiliates have reserved their right to amend or terminate any Employee Plan or Benefit Arrangement under the terms of any such plan and descriptions thereof given to employees and the transactions contemplated by this Agreement will not give rise to any liability for termination of any agreements related to any Employee Plan or Benefit Arrangement. With respect to any of Employee Plan that is a "group health plan" under Section 4980B of the Code and Section 607(1) of ERISA, there has been timely compliance with all requirements imposed thereunder so that the Company Group and any ERISA Affiliate thereof have no (and will not incur any) loss, assessment, Tax penalty, or other sanction with respect to any such plan.

(f) The execution of this Agreement and the consummation of the transactions contemplated hereby do not constitute a triggering event under any Employee Plan or Benefit Arrangement, whether or not legally enforceable, that (either alone or upon the occurrence of any additional or subsequent event) will or may result in any payment (of severance pay, stay-incentive or otherwise), acceleration, increase in vesting, or increase in benefits to any current or former participant, employee, partner, member, officer, director or manager of the Company. No member of the Company Group or ERISA Affiliate is a party to any agreement, contract or arrangement that would result, separately or in the aggregate, in the payment of any "excess parachute payments" within the meaning of Section 280G of the Code, result in the sanctions imposed by Section 4999 of the Code, or result in a requirement to pay a Tax gross-up or similar make-whole payment to any officer, employee, director or contractor.

(g) Except as disclosed on Schedule 4.13(g), no Employee Plan or Benefit Arrangement provides for the deferral of compensation subject to Section 409A of the Code. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not (either alone or upon the occurrence of any additional or subsequent events) constitute an event under any Employee Plan or Benefit Arrangement that will or may result in any payment of deferred compensation subject to an additional Tax under Section 409A of the Code. All arrangements subject to Code Section 409A are and have been in compliance with Code Section 409A at all times.

(h) Schedule 4.13(h) sets forth the aggregate amount of vacation or paid time off owed to employees or service providers by the Company Group or ERISA Affiliate for Company Group employees or service providers that is accrued or that should have been accrued as of the Closing Date, in accordance with GAAP, including (i) each Person who is entitled to receive a payment in respect of such Person's accrued vacation as of the Closing and (ii) the portion of the accrued vacation that is due to such Person.

(i) Each individual who is or has been classified by the Company Group or ERISA Affiliate providing services to the Company Group as an independent contractor has been properly classified for purposes of participation and benefit accrual under each Employee Plan and Benefit Arrangement and all other applicable Laws.

(j) Except as set forth on Schedule 4.13(j), the Company Group has never contracted with or received employees, independent contractors, consultants or other service providers through an employee staffing agency or professional employer organization.

(k) Except as contemplated by this Agreement, neither any member of the Company Group nor any ERISA Affiliate has announced its intention to modify or terminate any Employee Plan or adopt any arrangement or plan which, once established, would come within the definition of an Employee Plan. Each asset held under each Employee Plan may be liquidated or terminated without the imposition of any redemption fee, surrender charge or comparable liability.

(l) Each member of the Company Group, each ERISA Affiliate and each Employee Plan that is a "group health plan" as defined in Section 733(a)(1) of ERISA (each, a "Health Plan") (i) is currently in compliance in all material respects with the Patient Protection Affordable Care Act, Pub. L. No. 111-148 ("ACA"), the Health Care and Education Reconciliation Act of 2010, Pub. L. No. 111-152 ("HCERA"), and all regulations and guidance issued thereunder (collectively, with ACA and HCERA, the "Health Care Reform Laws") and (ii) has been in compliance in all respects with all Health Care Reform Laws since March 23, 2010, in the case of each of clauses (i) and (ii), to the extent the Health Care Reform Laws are applicable thereto. No member of the Company Group nor any ERISA Affiliate or Health Plan has incurred (and nothing has occurred, and no condition or circumstance exists, that could reasonably be expected to subject the Company, any ERISA Affiliate or any Health Plan to) any penalty or excise Tax under Sections 4980D, 4980H or 4980I of the Code, any other provision of the Health Care Reform Laws or any other provision in the Tax Code for failure to report or file any return with respect to employees and health benefits.

4.14 Employees.

(a) Schedule 4.14 sets forth the names of all directors, officers and employees of the Company Group, together with the office location where such Person is resident, total salary or hourly wage, bonus, Employee Plans, Benefit Arrangements, fringe benefits and perquisites each received in the year ended December 31, 2021, and any changes to the foregoing since December 31, 2021 and the salary of each Person as of the Effective Date, and the employment status (full or part-time or temporary), overtime classification (exempt or non-exempt), date of commencement of employment, leave status, unused vacation or paid time off of each such Person. Any individual performing services for the Company Group or its business who has been classified as an independent contractor, as an employee of some other entity whose services are leased to any member of the Company Group or as any other non-employee category, has been correctly so classified and is, or was, in fact, not a common law employee.

(b) Except as set forth on Schedule 4.14(b), there is, and there has been, no unfair labor practice charge, wage and hour investigation, employment discrimination charge, or other complaint against or affecting the Company Group or its business pending or, to the knowledge of the Company Group, threatened before the National Labor Relations Board, the Equal Employment Opportunity Commission, or any comparable governmental body including any state labor relations board or equal opportunity agency or any court or tribunal, nor has any written complaint pertaining to any such charge or complaint or potential charge or complaint been filed against any member of the Company Group.

(c) With respect to current and former employees, the Company Group has withheld all amounts required to be withheld from the wages, salaries, and other payments to such employees, and is not liable for any arrears of wages or any Taxes or any penalty for failure to comply with any of the foregoing. There are no pending claims against any member of the Company Group for workers' compensation, or short- or long-term disability, relating to employees. The Company Group is in compliance with and has no liability under the Worker Adjustment and Retraining Notification Act and similar state Laws ("WARN"), there have been no work stoppages, layoffs or liability under WARN or no events thereunder, and the transactions contemplated by this Agreement will not result in any liability under WARN.

(d) The Company Group has not received written notice of intent of any Governmental Authority responsible for the enforcement of labor, employment, occupational health and safety or workplace safety and insurance/workers compensation Laws to conduct an investigation of the Company Group or its business and, to the knowledge of the Company Group, no such investigation is in progress. There are no (and have not been during the three (3) year period preceding the date hereof) strikes or lockouts with respect to any employees of the Company Group. There is no unfair labor practice, labor dispute (other than routine individual grievances) or labor arbitration proceeding pending or, to the knowledge of the Company Group, threatened against any member of the Company Group with respect to any current or former employees or individual independent contractors of any member of the Company Group. There is no slowdown or work stoppage in effect or, to the knowledge of the Company Group, threatened in writing with respect to any employees or individual independent contractors of the Company Group. No member of the Company Group is a party to any collective bargaining agreement or any other type of collective agreement with respect to its employees. To the knowledge of the Company Group, no union or other workers' representative is currently engaged in any organizational activities or requests or elections for representation with respect to employees of any member of the Company Group.

(e) The Company Group is in compliance with all employment laws. The Company Group is in compliance with and has not violated the terms and provisions of the Immigration Reform and Control Act of 1986, as amended, or any related regulations promulgated thereunder (the "Immigration Laws"). The Company Group has collected and maintained Form I-9 (Employment Eligibility Verification Form) and all other records, documents and other papers which are required to be retained with the Form I-9 by the Company pursuant to the Immigration Laws. No member of the Company Group has been warned, fined or otherwise penalized by reason of its failure to comply with the Immigration Laws, nor is any such action pending, or to the knowledge of the Company Group, threatened.

4.15 Environmental Matters.

(a) (i) The Company Group, including the methods and means employed in the operation of their business are, and at all times have been, in compliance with, and have no material Liability under, any and all applicable Environmental Laws; (ii) the Inventory that is, and has been, distributed, sold, stored, transferred or used by the Company Group is in compliance with Environmental Laws; (iii) the Company Group is in current compliance in all with all of the applicable Environmental Permits issued to the Company Group or which are necessary for the Directional Business under Environmental Laws; (iv) all instances of past material noncompliance by the Company Group or concerning their business have been cured, settled, and resolved in all material respects; and (v) the Company Group have always been in compliance in all material respects with all of the applicable Environmental Permits issued to the Company Group or which are necessary for their business as then conducted under Environmental Laws.

(b) All Environmental Permits to have been obtained as of the date of this Agreement by or on behalf of Company Group for the ownership and operation of the Directional Business and at the Real Property have been obtained, and remain in full force and effect, and there are no pending Actions that could reasonably be expected to result in the termination, revocation, nonrenewal or adverse modification of any such any such Environmental Permit.

(c) No member of Company Group has received (i) any written request from a Governmental Entity or other third-party for information, or been notified in writing that it is a potentially responsible party, under CERCLA or (ii) any written notice from a Governmental Entity or any other thirdparty of any violation or alleged violation of, or liability or obligation under, any Environmental Laws.

(d) There are no pending, nor to Company's Knowledge, threatened Actions, Orders or Environmental Claims to which the Company Group is a party or otherwise related to the its business, or for which the Company Group has or is reasonably likely to have retained or assumed Liability either contractually or by operation of Law, including any such Actions, Orders or Environmental Claims relating to (i) compliance of, with, or liability pursuant to any Environmental Laws or (ii) any Handling of Substances.

(e) No facility at any Real Property is listed or proposed for listing on the "National Priorities List" under CERCLA, or on the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the United States Environmental Protection Agency, as updated through the Closing Date, or any similar state list of sites requiring investigation or cleanup.

(f) The Company Group has not caused the Release of any Substance on or under any Real Property in an amount and of a nature which has resulted in a violation of Environmental Laws, Liability or an Environmental Claim with respect to the Company Group or their business.

(g) The Company Group has not engaged in the Handling of any Substances, or caused the Release of any Substances in reportable quantities from, on or under any Real Property or related to their business except (i) in material compliance with applicable Environmental Laws, and (ii) in a manner that has not resulted in and is not reasonably likely to result in an Environmental Claim or require remediation under any Environmental Law.

(h) Company Group has not retained or assumed by Contract, applicable Law or otherwise, any Liability or responsibility for any Environmental Claim or conditions relating to Substances or Environmental Laws, except for Contracts entered into in the ordinary course of business which would not reasonably be expected to be material to any member of Company Group.

(i) Except as set forth on Schedule 4.15(i), there is not now any known underground storage tanks, landfills, waste disposal areas, wastewater surface impoundments or lagoons, asbestos, or polychlorinated biphenyls on any of the Real Property.

(j) Schedule 4.15(j) lists each written environmental audit, health and safety audit, Phase I environmental site assessment, Phase II environmental site assessment or investigation, soil and/or groundwater report, environmental compliance assessment, or other report regarding environmental, health and safety issues relating to the Real Property and the Seller Parties and the Company have provided the Purchaser with access to all such Environmental Reports that are in their possession or control. The Company Group and Seller have made available to the Purchaser true and correct copies of all final environmental assessment reports (including any Phase I or Phase II reports), and, in each case where no final report exists, the latest draft report, in the possession or control of the Company Group or Seller relating to any Facility, the Business, any Liability for the Company Group pursuant to Environmental Law or any Handling of Substances.

4.16 Intellectual Property Rights.

(a) Company Group owns or has written licenses to use, transfer, license and sublicense all Intellectual Property Rights that are necessary to conduct the Directional Business as currently conducted, and Company Group is not subject to any restriction that limits its ability to disclose, use, license, sublicense or transfer any such Intellectual Property Rights. Schedule 4.16(a) sets forth, for the Intellectual Property Rights owned by Company Group, a complete and accurate list of all (i) patents and patent applications, (ii) trademark or service mark registrations and applications, (iii) material unregistered trademarks and trade names, (iv) copyright registrations and applications, (v) material unregistered copyrights (other than in Software), and (vi) internet domain names.

(b) The registrations set forth on Schedule 4.16(a) are valid and subsisting, in full force and effect and have not been cancelled, expired or abandoned. There is no pending or threatened opposition, interference or cancellation proceeding before any Governmental Entity or registration authority in any jurisdiction against the registrations set forth on Schedule 4.16(a) or against any Intellectual Property Rights licensed to the Company Group pursuant to the License Agreements.

(c) Schedule 4.16(c) sets forth a complete and accurate list of all agreements of Company Group pertaining to the use of or granting any right to use or practice any rights under any Intellectual Property Rights, whether Company Group is the licensee or licensor thereunder and whether written, oral, express or implied, any written settlements or consents relating to any Intellectual Property Rights and covenants not to sue (collectively, the "License Agreements"). Each License Agreement is valid, binding upon, and enforceable by or against the parties thereto in accordance with its terms. Company Group has complied in all material respects with, and is not in breach nor has received any asserted or threatened claim of breach of, any License Agreement, and there has not been any breach or anticipated breach by any other Person which is party to any License Agreement. Except as set forth on Schedule 4.16(c), there are no settlements, consents, Orders or other Contracts which restrict Company Group's rights to use any Intellectual Property Rights or which permit third parties to use any Intellectual Property Rights which would otherwise infringe any of Company Group's Intellectual Property Rights.

(d) At no point has the business of Company Group infringed, misappropriated, violated or constituted an unauthorized use or misappropriation of any Intellectual Property Rights of any Person. Except as set forth on Schedule 4.16(d), there have been no Claims or Actions pending or, to the Knowledge of Company, and the Company Group has received no notice of a third party Claim or Action (i) alleging that the Company Group's activities or its conduct of their business infringes upon, misappropriates or constitutes the unauthorized use of or otherwise violates the Intellectual Property Rights of any Person, or (ii) challenging the ownership, use, validity or enforceability of any of the Company Group's Intellectual Property Rights.

(e) Except as set forth on Schedule 4.16(e), no third party is misappropriating, infringing or violating any Intellectual Property Rights owned by or licensed to the Company Group and, except as set forth on Schedule 4.16(e) no such Claims or Actions have been pending or, to the Knowledge of Company, threatened against a third party by the Company Group.

(f) Except as set forth on Schedule 4.16(f), the Company Group does not own, license, lease or otherwise use any Software in connection with the operation of the Directional Business as currently conducted, other than off-the-shelf Software which has not been modified or misused, and no other Software is necessary to conduct the Directional Business as presently conducted.

4.17 Claims and Orders. Except as set forth in Schedule 4.17 there are no, and since June 1, 2017 there have been no, Claims or Actions pending or, involving or, to the Knowledge of the Company, threatened against any of the Company Group by any Person, nor, to the Knowledge of the Company, is there any reasonable basis therefor. There are no outstanding or unsatisfied judgments, Orders, decrees or stipulations by a Governmental Authority to which any Company Group is a party or by which it is bound.

4.18 Insurance. Schedule 4.18 sets forth (a) a true and complete list of all policies or contracts providing insurance coverage applicable to the Company Group (other than with respect to any Employee Plan) (collectively, the "Company Insurance Policies") and (b) the carrier, the description of coverage, the limits of coverage, retention or deductible amounts, amount of annual premiums, date of expiration and date through which premiums have been paid with respect to each Company Insurance Policy, and (c) any pending claims under each Company Insurance Policy. Each Company Insurance Policy is in full force and effect as of the date hereof and the Company has delivered true and complete copies of each Company Insurance Policy to the Purchaser. The Company Insurance Policies constitute all insurance policies or contracts held in connection with the Directional Business and which are necessary for the continued operation of the Directional Business as it is conducted on the date hereof. All premiums due and payable under the Company Insurance Policies have been paid, and there are no material defaults under any Company Insurance Policy by the Company Group or, to the Company's Knowledge, the applicable insurer. The Company Group has not received any notice of cancellation relating to any Company Insurance Policy, and there are no material Actions pending under any Company Insurance Policy for which coverage has been denied by the applicable insurance carrier. The Company has duly and timely made all claims that they have been entitled to make under each Company Insurance Policy. The Company has not received any notice from or on behalf of any insurance carrier issuing any Company Insurance Policy that insurance rates therefor will hereafter be substantially increased (except to the extent insurance rates may be increased for all similarly situated risks) or that there will hereafter be a cancellation or an increase in a deductible (or an increase in premiums to maintain an existing deductible) or nonrenewal of any Company Insurance Policy. The Company Insurance Policies disclosed on Schedule 4.18 are sufficient for compliance with all applicable Laws and Contracts to which the Company is a party or by which the Company is bound.

4.19 Related Party Transactions. Except as set forth in Schedule 4.19, no member of Company Group has entered into any Contracts, arrangements, transactions or other business relationships with any Representative of Company Group, or any Affiliate or family member of such Person (each, a "Company Related Party") other than normal employment arrangements and Employee Plans in connection with such normal employment arrangements. No member of Company Group is owed and does not owe any amount from or to the Related Parties (excluding employee compensation and other ordinary incidents of employment). No property or interest in any property that relates to and is or will be necessary or useful in the present or currently contemplated future operation of any the Directional Business, is presently owned by or leased by or to any Related Party. No member of Company Group has an interest, directly or indirectly, in any business, corporate or otherwise, that is in competition with the Directional Business as presently conducted.

4.20 Brokers. Except as disclosed on Schedule 4.20, none of the Company Group or their Affiliates has employed any broker, finder, investment banker, or other intermediary or incurred any liability for any investment banking fees, financial advisory fees, brokerage fees, finders' fees, or other similar fees in connection with the transactions contemplated by this Agreement. Any such fees disclosed on Schedule 4.20 shall be the sole responsibility of the Seller Parties and paid in full at or before the Closing.

4.21 Bank Accounts. Schedule 4.21 sets forth (a) an accurate and complete list of the names and locations of all banks, trust companies, securities brokers and other financial institutions at which any member of Company Group has an account or safe deposit box or maintain a banking, custodial, trading or other relationship, (b) an accurate and complete list and description of each such account, box and relationship, indicating in each case the account number and the names of the respective officers, employees, agents or other similar representatives of the Company Group having signatory power with respect thereto, and (c) a list of each investment of the Company Group held through or in each such account, box and relationship, including the name of the record and beneficial owner thereof, the location of the certificates, if any, the maturity date, if any, and any stock or bond powers or other authority for transfer granted with respect thereto.

4.22 Disclosure. This Agreement, the exhibits and schedules attached hereto and the certificates and other documents furnished or to be furnished to the Purchaser at the Closing, when read together with all of the other materials and information previously provided to the Purchaser, do not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein and therein not misleading in light of the circumstances under which they were made.

ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE SELLER PARTIES

As an inducement to the Purchaser to enter into this Agreement, each Seller and ASH Equityholder severally, and not jointly, hereby represents and warrants to the Purchaser, as of the Effective Date and the Closing Date, as set forth in this Article 5.

5.1 Organization, Existence and Good Standing. In the case of each Seller Party that is not an individual, such Seller Party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization.

5.2 Power and Authority. In the case of each Seller Party that is not an individual, the execution, delivery and performance by such Seller Party of this Agreement and each Related Document to which such Seller Party is a party and the consummation of the Transactions by such Seller Party are within the power and authority of such Seller Party and, if applicable, have been duly authorized by such Seller Party by all requisite corporate action taken on the part of such Seller Party and no other corporate proceedings of such Seller Party is necessary to authorize this Agreement, the Related Documents or to consummate the Transactions. This Agreement and each Related Document has been duly and validly executed and delivered such Seller Party party thereto and, assuming the due authorization, execution and delivery of this Agreement and each Related Document by the other parties thereto, constitutes valid and binding obligations of such Seller Party party thereto, enforceable against each of them in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other applicable Laws affecting creditors' rights generally and except insofar as the availability of equitable remedies may be limited by applicable Laws.

5.3 Non-Contravention.

(a) Except as listed in Schedule 5.3(a), none of the authorization, execution, delivery or performance such Seller Party of this Agreement or any Related Document to which it is party nor the consummation of the Transactions require such Seller Party or any member of Company Group to obtain any Consent or regulatory approval or to provide any notice to or registration or filing with any: (i) Governmental Authority; (ii) party under an Contract; or (iii) any other Person. Such Seller Party has obtained and delivered to the Purchaser all Consents listed on Schedule 5.3(a).

(b) Neither the execution, delivery and performance by such Seller Party of this Agreement or any Related Document to which it is party nor the consummation of the Transactions will: (i) conflict with, or result in the breach or violation of or default under, or cause the acceleration of any obligations under, with or without the passage of time or the giving of notice or both, any of the terms and provisions of (A) any applicable Laws or Permit, (B) the Governing Documents of any member of Company Group, or (C) any Contract to which a member of Company Group is party; (ii) relieve any Person who is a party to any Contract with Company Group thereunder or enable it to terminate its obligations thereunder; (iii) cause the Purchaser or any member of Company Group to lose any right under any Contract or any right to a government grant or Tax credit or refund; or (iv) result in the creation of any Encumbrance on any of the Assets.

5.4 Title.

(a) Representations of Sellers. Such Seller owns, beneficially and of record, valid and marketable title to the Interests set forth opposite such Seller's name on Schedule 4.3(a). Upon the conveyance and transfer of such Interests to the Purchaser at Closing, the Purchaser shall receive valid and marketable title thereto, free and clear of all Encumbrances.

(b) Representations of ASH Equityholders. ASH owns, beneficially and of record, valid and marketable title to the Interests. Upon the conveyance and transfer of the ASH Interests to the Purchaser at Closing, the Purchaser shall receive valid and marketable title thereto, free and clear of all Encumbrances.

5.5 Actions There is no Action pending or, threatened against such Seller Party affecting any of such Seller Party's properties or assets which, if adversely determined, could impair such Seller Party's ability to perform the obligations hereunder or to consummate the transactions contemplated hereby.

5.6 Brokers or Finders. Such Seller Party has caused no Liability of any kind to any broker, finder or agent with respect to the Transactions.

5.7 Acquisition of Cathedral Shares for Investment. Such Seller Party is an "accredited investor" as defined in Rule 501(a) promulgated under the Securities Act, and has such knowledge and experience in financial and business matters that it is capable of evaluating the merits and risks of the transactions contemplated under this Agreement. Such Seller Party (other than BBE) is acquiring Cathedral Shares constituting a portion of the Transaction Consideration for investment purposes, with no present intention of distributing or reselling such Cathedral Shares. Such Seller Party represents that by reason of its, or of its management's, business and financial experience, such Seller Party has the capacity to evaluate the merits and risks of its investment in such Cathedral Shares and to protect its own interests in connection with the

transactions contemplated in this Agreement. Such Seller Party, has had the opportunity to review the Cathedral Public Record.

5.8 Restrictions on Resale.

(a) Consideration Shares of BBE.

(i) BBE acknowledges that all Consideration Shares issued and delivered to it pursuant to Section 2.4(f) (collectively, the "BB Consideration Shares") are subject to a contractual resale restriction that requires BBE to obtain the prior written consent of Cathedral, which consent shall not be unreasonably withheld, taking into account Cathedral's status as a publicly traded company, before selling, transferring, assigning or otherwise disposing of any of the BB Consideration Shares provided, however, such contractual restrictions on the BB Consideration Shares shall be lifted in accordance with the following timeline:

(A) for thirty-three percent (33%) of the BB Consideration Shares, on the date that is four (4) months after the Closing Date;
(B) for thirty-three percent (33%) of the BB Consideration Shares, on the date that is six (6) months after the Closing Date;
(C) for thirty-three percent (34%) of the BB Consideration Shares, on the date that is eight (8) months after the Closing Date;

provided, however, that notwithstanding the forgoing, the forgoing contractual resale restrictions shall no longer apply with respect to the BB Consideration Shares following the date when the aggregate number of Cathedral Shares held by BBE and its Permitted Transferees has been reduced, in compliance with the terms and conditions set forth in this Section 5.8(a), to less than 1,750,000 Cathedral Shares (as equitably adjusted for stock splits after the Closing).

(ii) The Purchaser Parties acknowledge that the foregoing contractual resale restriction is premised on the understanding that Cathedral will use reasonable commercial efforts, in compliance with applicable Securities Laws, to assist BBE, if requested by BBE to do so, in facilitating a sale or transfer of the BB Consideration Shares as soon as practicable after the Closing in a manner agreed by BBE and Cathedral after good faith discussions that will permit the BB Consideration Shares to be sold in an orderly manner pursuant to exemptions from prospectus and registration requirements of applicable Securities Laws. For greater certainty, in discharging its obligation to use commercially reasonable efforts to assist in facilitating such a sale, Cathedral shall not be required to identify prospective purchasers, to negotiate the terms of sale of such securities, to otherwise undertake efforts to actively market the BB Consideration Shares or to undertake any action or certain actions during such period as the board of directors of Cathedral determines in good faith that Cathedral is in possession of material undisclosed information.

(b) Consideration Shares of other Seller Parties. Each Seller Party (other than BBE) acknowledges that all Consideration Shares issued and delivered to such Seller Party pursuant to Section 2.4(f) (collectively, the "Founder Consideration Shares"), and are subject to contractual resale restrictions; provided, however, such contractual restrictions on the Founder Consideration Shares shall be lifted in accordance with the following timeline:

i. for thirty-three percent (33%) of the Tranche 1 Founder Consideration Shares, on the date that is twelve (12) months after the Closing Date;
ii. for thirty-three percent (33%) of the Tranche 1 Founder Consideration Shares, on the date that is twenty-four (24) months after the Closing Date; and
iii. for thirty-four percent (34%) of the Tranche 1 Founder Consideration Shares, on the date that is thirty-six (36) months after the Closing Date; with the foregoing described resale restrictions remaining in place independent of whether or not any Seller or ASH Equityholder is consulting with and/or employed with the Company Group;
iv. for thirty-three percent (33%) of the Tranche 2 Founder Consideration Shares, on the date that is four (4) months after the Closing Date;
v. for thirty-three percent (33%) of the Tranche 2 Founder Consideration Shares, on the date that is six (6) months after the Closing Date;
vi. for thirty-three percent (34%) of the Tranche 2 Founder Consideration Shares, on the date that is eight (8) months after the Closing Date;

provided, however, that notwithstanding the forgoing, after January 1, 2023 and prior to the date that is twelve (12) months after the Closing Date (the "First Anniversary"), Lee Harns, may, with the prior written consent of Cathedral, sell up to a maximum of the lesser of (a) 1,000,000 Cathedral Shares, or (b) such lesser number of Cathedral Shares resulting in sale proceeds not exceeding USD $1,000,000, in any case that Mr. Harns at that time owns and which would otherwise be subject to the contractual resale restrictions provided herein until the 1st Anniversary. For purposes of this Section 5.8: (a) "Tranche 1 Founder Consideration Shares" means 41,888,781 Consideration Shares, and (b) "Tranche 2 Founder Consideration Shares" means 4,489,688 Consideration Shares.

During such time as the Consideration Shares are subject to the restrictions on resale set forth in Section 5.8(a) and this Section 5.8(b), each Seller Party agrees that it will not sell, deal in, assign, transfer, dispose of or encumber any of the Consideration Shares still subject to such restrictions, in any manner whatsoever, or agree to do any of the foregoing, or enter into any transaction which would have the effect of vesting beneficial ownership of the applicable Consideration Shares in another Person except in accordance with the terms and conditions of this Section 5.8, provided that the restrictions in this Section 5.8 shall not apply in respect of a sale, transfer, assignment or disposition to a Permitted Transferee or in connection with a change of control transaction involving the Cathedral Shares. Each Seller Party further acknowledges that the share certificates (or other evidence of ownership) evidencing any Consideration Shares issued under this Agreement will be legended to reflect the application of these resale restrictions, in addition to any legends required pursuant to applicable Securities Laws.

(c) Liability Satisfaction Shares. Each Seller Party acknowledges that all Liability Satisfaction Shares delivered to the Escrow Agent pursuant to Section 2.4(b) will be held in physical certificate form, in the name of AEP, and, subject to any additional terms and conditions contained in the Escrow Agreement, will remain in escrow until vesting occurs in accordance with the following schedule:

i. Twenty percent (20%) on the date that is twelve (12) months following the Closing Date;
ii. Twenty percent (20%) on the date that is twenty-four (24) months following the Closing Date;
iii. Twenty percent (20%) on the date that is thirty-six (36) months following the Closing Date;
iv. Twenty percent (20%) on the date that is forty-eight (48) months following the Closing Date; and
v. Twenty percent (20%) on the date that is sixty (60) months following the Closing Date;

Each Seller Party further acknowledges that the share certificates (or other evidence of ownership) evidencing the Liability Satisfaction Shares issued under this Agreement will be legended to reflect the application of these resale restrictions, in addition to any other legends required pursuant to applicable Securities Laws or the Escrow Agreement.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF THE ASH EQUITYHOLDERS

As an inducement to the Purchaser to enter into this Agreement, the ASH Equityholders jointly and severally represent and warrant to the Purchaser, as of the Effective Date and the Closing Date, as set forth in this Article 6.

6.1 Organization; Scope of Activities.

(a) ASH is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Wyoming. Since its formation, ASH made, and has maintained in effect through Closing, a valid election to be taxed under Subchapter S of the Code for U.S. federal, and where applicable, state and local income tax purposes. ASH has filed all Tax Returns required to be filed by it and paid all Taxes required to be paid, if any, since its formation.

(b) ASH (i) does not have, and has never had, any employees, consultants or other service providers, (ii) does not maintain, sponsor, contribute or have any obligation (whether fixed or contingent) with respect to any Employee Plan, (iii) has never granted or issued any compensatory Equity Interest or Equity Interest-linked award, (iv) has no Liabilities except those set forth on Schedule 6.1(b)(iv), (v) is not party to any Contract except those set forth on Schedule 6.1(b)(v), and (vi) has no assets other than its Interests in the Company and those set forth on Schedule 6.1(b)(vi).

6.2 Power and Authority. ASH has full limited liability company power and authority to execute and deliver this Agreement and the Related Documents to which it is a party and to consummate the Transactions, including without limitation the Merger Agreement and the Merger, respectively. The execution and delivery of this Agreement and the Related Documents to which ASH is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all members and managers of ASH and no other corporate proceedings of ASH is necessary to authorize this Agreement, the Related Documents or to consummate the Transactions, including without limitation the Merger Agreement and the Merger, respectively. This Agreement, the Merger Agreement and each Related Document has been duly and validly executed and delivered by ASH and, assuming the due authorization, execution and delivery of this Agreement and the Related Documents by the other parties thereto, constitutes valid and binding obligations of ASH, enforceable against it in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other applicable Laws affecting creditors' rights generally and except insofar as the availability of equitable remedies may be limited by applicable Laws.

6.3 Non-Contravention.

(a) None of the authorization, execution, delivery or performance by ASH of this Agreement or any Related Document to which it is party nor the consummation of the Transactions require ASH to obtain any Consent or regulatory approval or to provide any notice to or registration or filing with any: (i) Governmental Authority; (ii) party under an Contract; or (iii) any other Person.

(b) Neither the execution, delivery and performance by ASH of this Agreement or any Related Document to which it is party nor the consummation of the Transactions will: (i) conflict with, or result in the breach or violation of or default under, or cause the acceleration of any obligations under, with or without the passage of time or the giving of notice or both, any of the terms and provisions of (A) any applicable Laws or Permit, (B) the Governing Documents of any member of Company Group or (C) any Contract to which a member of Company Group is party; (ii) relieve any Person who is a party to any Contract with Company Group thereunder or enable it to terminate its obligations thereunder; (iii) cause the Purchaser or any member of Company Group to lose any right under any Contract or any right to a government grant or Tax credit or refund; or (iv) result in the creation of any Encumbrance on any of the Assets.

6.4 Capitalization. The entire authorized Equity Interests of ASH is as set forth on Schedule 6.4(a). All of the outstanding Equity Interests of ASH are held of record and beneficially owned by the ASH Equityholders in the respective amounts set forth on Schedule 6.4(a). Except as set forth on Schedule 6.4(a), there are no outstanding Equity Interests of ASH or any Equity Interests of ASH reserved for issuance. All of the Equity Interests of ASH have been duly authorized and validly issued in compliance with all applicable Securities Laws. None of the Equity Interests of ASH were issued in violation of ASH's Governing Documents, any Contract or any preemptive or similar rights of any Person. Upon consummation of the Merger, the Purchaser will own all of the ASH Interest, free and clear of all Encumbrances, and all of the outstanding Equity Interests of ASH held of record and beneficially owned by the ASH Equityholders prior to the Merger will be cancelled. There are no unsatisfied capital contributions or commitments in respect of the Equity Interests of ASH. There are no outstanding or authorized options, warrants, convertible securities, subscriptions, call rights, redemption rights, repurchase rights or any other rights, agreements, arrangements or commitments of any kind relating to the issued or unissued Equity Interests of ASH or obligating the ASH Equityholders or ASH to issue or sell any limited liability company interests of, or any other interest in, ASH. There are no outstanding or authorized equity appreciation rights, phantom equity, performance-based rights or profit participation or similar rights or obligations of ASH. There are no voting trusts, stockholder agreements, proxies or other agreements or understandings in effect with respect to the voting or sale or transfer of any of the Interests or any other Equity Interests of ASH. Other than the ASH Interest, ASH does not own and has never owned, directly or indirectly, any Equity Interests of any Person.

6.5 Title. Each ASH Equityholder owns, beneficially and of record, valid and marketable title to the Equity Interests of ASH set forth opposite such ASH Equityholder's name on Schedule 6.4(a). Upon the Merger at Closing and in accordance with the Merger Agreement, all such Equity Interests shall be canceled and cease to exist and Cathedral shall own all of the Equity Interests of the Surviving Company (as defined in the Merger Agreement), free and clear of all Encumbrances.

ARTICLE 7 REPRESENTATIONS AND WARRANTIES OF THE PURCHASER PARTIES

The Purchaser Parties hereby represent and warrant as of the Effective Date and the Closing Date to the Seller Parties as set forth in this Article 7.

7.1 Organization, Existence and Good Standing. The Purchaser is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Cathedral is a corporation duly organized, validly existing and in good standing under the Laws of the Province of Alberta.

7.2 Power and Authority. Each Purchaser Party hasfull power and authority to enter into, deliver and perform this Agreement and the other Transaction Documents to which it is a party. The authorization, execution, delivery and performance of this Agreement and the other Transaction Documents to which it is a party by each Purchaser Party and the consummation by the Purchaser Parties of the transactions contemplated in this Agreement and the performance of all of the Purchaser Parties' obligations under this Agreement and the other Transaction Documentsto which each Purchaser Party is a party have been duly and validly approved by all requisite corporate action on the part of the Purchaser Parties. No other corporate action is necessary on the part of the Purchaser Parties to authorize the execution, delivery and performance of this Agreement and

the other Transaction Documents to which either Purchaser Party is a party and the consummation by the Purchaser Parties of the transactions contemplated herein or therein.

7.3 Enforceability. This Agreement has been duly authorized, executed and delivered by the Purchaser Parties and constitutes a legal, valid and binding obligation of the Purchaser Parties, enforceable against the Purchaser Parties in accordance with itsterms, except to the extent enforcement may be affected by Laws relating to bankruptcy, reorganization, insolvency and creditors' rights generally and by the availability of injunctive relief, specific performance and other equitable remedies. At the Closing, the Transaction Documents to be executed and delivered by the Purchaser Parties will be duly executed and delivered by duly authorized officers or othersignatories ofthe Purchaser Parties and will constitute valid and binding obligations of the Purchaser Parties, enforceable in accordance with their terms, except to the extent enforcement may be affected by Laws relating to bankruptcy, reorganization, insolvency and creditors' rights generally and by the availability of injunctive relief, specific performance and other equitable remedies.

7.4 Non-Contravention. The execution, delivery and performance by the Purchaser Parties of this Agreement and the other Transaction Documents to which either Purchaser Party is or will be a party, and the consummation by the Purchaser Parties of the transactions contemplated hereby and thereby, will not (a) constitute a violation (with or without the giving of notice or lapse of time, or both) of Law applicable to either Purchaser Party, (b) except as set forth on Schedule 7.4, require any consent, approval or authorization of, declaration, filing or registration with, or notice to, any Person, or (c) conflict with or result in a breach of or constitute a default under any provision of the governing documents of either Purchaser Party.

7.5 Brokers or Finders. Except as set forth on Schedule 7.5, the Purchaser Parties have caused no Liability of any kind to any broker, finder or agent with respect to the Transactions.

7.6 Actions. As of the date of this Agreement, there are no Actions pending or, to the knowledge of the Purchaser, threatened which challenge the validity or enforceability of this Agreement or seek to enjoin or prohibit consummation of the transactions contemplated hereby. No Purchaser Party is subject to any judgment, decree, injunction or Order of any Governmental Authority which would prevent either Purchaser Party's ability to consummate the transactions contemplated hereby or perform its obligations hereunder.

7.7 Cathedral Shares. The Consideration Shares and Liability Satisfaction Shares issued pursuant to this Agreement, will, when issued, (i) be duly authorized and validly issued as fully paid and non-assessable securities in the capital of Cathedral, free of any Encumbrances, pre-emptive right, subscription right or other similar right with respect thereto, other than under any applicable Securities Laws and as otherwise expressly contemplated in this Agreement; and (ii) if issued pursuant to Part 4 of ASC Rule 72-501 – Distributions to Purchasers Outside Alberta, not be subject to any statutory hold period under the Securities Act (Alberta), subject to compliance with resale restrictions and conditions under applicable Laws and this Agreement. Cathedral has received the TSX Conditional Approval for the listing of the Consideration Shares and Liability Satisfaction Shares on the TSX, a copy of which has been provided to Sellers, and the Cathedral Shareholder Approval. The authorized capital of Cathedral is set forth in the Cathedral Public Record.

7.8 Reporting Issuer Status. Cathedral is a reporting issuer in good standing under applicable Securities Laws in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland. The Cathedral Shares are listed and posted for trading on the TSX and Cathedral is in material compliance with applicable Securities Laws and the rules and regulations of the TSX. Cathedral has not taken any action to cease to be a "reporting issuer" in any of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Quebec, New Brunswick, Nova Scotia, Prince Edward Island, and Newfoundland nor has Cathedral received notification from any Securities Authority seeking to revoke the reporting issuer status of Cathedral.

7.9 No Order. No Order having the effect of ceasing or suspending the distribution or trading of the Cathedral Shares or ceasing or suspending the trading of any other securities of Cathedral, or prohibiting the distribution of the Cathedral Shares has been issued or made by any Governmental Authority and no Action have been initiated or are pending or, to the knowledge of Cathedral, are threatened or is expected to be implemented or undertaken by any Governmental Authority in relation thereto.

7.10 Filings and Disclosure.

(a) Cathedral has timely filed with the Securities Authorities all material forms, reports, schedules, statements and other documents required to be filed by Cathedral with the Securities Authorities since January 1, 2021, except where the failure to do so would not reasonably be expected to be material to Cathedral. The documents comprising the Cathedral Public Record, as of their respective dates (or, if amended or superseded by a subsequent Cathedral Public Record filing prior to the date of this Agreement, on the date of such subsequent Cathedral Public Record filing), complied in all material respects with applicable Law and did not contain any Misrepresentation. Cathedral has not filed any confidential material change report or other confidential filing with any Securities Authority (other than in respect of the transactions contemplated by this Agreement) which, as at the date of this Agreement, remains confidential. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters from any Securities Authority with respect to any of the Cathedral Public Record. Cathedral is not a party to any ongoing Action by any Securities Authority or the TSX and, to the knowledge of Cathedral, no such proceeding is threatened.

(b) The audited consolidated financial statements and the unaudited consolidated interim financial statements of Cathedral in the Cathedral Public Record (i) were prepared in accordance with IFRS, consistently applied throughout for the periods referred to therein (except as expressly set forth in the notes thereto), and (ii) fairly present, in all material respects, the assets, liabilities, consolidated financial position, results of operations and cash flows of Cathedral (on a consolidated basis) as of their respective dates and for the periods covered by such financial statements (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments).

7.11 Internal Controls.

(a) Cathedral has established and maintains disclosure controls and procedures (as such term is defined in National Instrument 52-109) to provide reasonable assurance that information required to be disclosed by Cathedral under Securities Laws is recorded, processed, summarized and reported within the time periods required by applicable Securities Laws and that information required to be disclosed by Cathedral under the Applicable Securities Laws is accumulated and communicated to Cathedral's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

(b) Cathedral has established and maintains a system of internal control over financial reporting (as such term is defined in National Instrument 52-109) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. To Cathedral's knowledge, there is no material weakness in its internal controls over financial reporting.

7.12 Sufficiency of Funds. On the Closing Date, the Purchaser Parties will have sufficient funds to make the payments required pursuant to Section 2.4 and to perform in full its obligations with respect to the transactions contemplated by this Agreement. Each Purchaser Party acknowledges and agrees that its obligations set forth in this Agreement are not contingent or conditioned upon any Purchaser Party or any other Person's ability to obtain or have available at the Closing sufficient funds necessary to make the payments required pursuant to Section 2.4.

ARTICLE 8 COVENANTS

8.1 Publicity. No party hereto nor any of its Affiliate shall issue or permit to be issued any press release or public announcement concerning this Agreement or the Transactions without obtaining the prior written approval of the Purchaser and the Sellers' Representative; provided, however, that (a) any party hereto may make any public disclosure it believes in good faith is required by Law (in which case such Party shall use its best efforts to advise the Purchaser and the Sellers' Representative prior to making the disclosure), and (b) private disclosure by BBE and its Affiliates to its equity holders and current or prospective limited partners, or as may be required in their respective ordinary course fund raising activities, so long as each such recipient is under an obligation to keep such disclosed information confidential, and (c) any party hereto may make any public disclosure in connection with the enforcement of any right or remedy relating to this Agreement.

8.1 Specific Covenants Relating to Intellectual Property. Upon the Closing, (i) all Intellectual Property Rights shall remain the property of the Company Group and be in their possession; (ii) the Seller Parties and their respective Affiliates shall not, directly or indirectly, retain any copy or extraction of the Intellectual Property in any form, and (iii) the Seller Parties and their respective Affiliates shall destroy any derivative information relating to the Intellectual Property (including all copies, extracts or other reproductions thereof) without, directly or indirectly, retaining any copy or extract of it in any form. Notwithstanding the foregoing, each of the Seller Parties and their respective Affiliates shall continue to hold in confidence all confidential and proprietary information relating to the Intellectual Property from and after the Closing. None of the Seller Parties will undertake any activity that would diminish the value of or encumber the use of any of the Intellectual Property. To the extent required, each of the Seller Parties will assist the Purchaser in perfecting the Company Group's ownership position, registration, completion of applications for patent and registrations of copyright with respect to the Intellectual Property and the Intellectual Property Rights without additional compensation.

8.2 Release.

(a) To the fullest extent permitted by Law, each Seller Party on behalf of himself, each of his past, current and future Affiliates and each of his and their respective heirs, executors, estate, Representatives and permitted assigns (each, a "Seller Releasing Party"), hereby finally, unconditionally, and absolutely, releases, acquits, remises, satisfies and forever discharges (i) each member of Company Group, the Purchaser, Cathedral, all stockholders and securityholders of the Company Group and the Purchaser and (ii) each of the respective past, current and future Affiliates, Representatives, heirs, executors, predecessors, successors and assigns of each of the parties listed in the foregoing clause (i) (each a "Seller Released Party" and collectively, the "Seller Released Parties"), from any and all Actions, Claims, counterclaims, demands, Liabilities, accounts, Encumbrances, suits, judgments, contracts, torts, charges, actions or causes of action, whether known or unknown, mature or unmatured, absolute or contingent, now existing or hereafter arising or discovered, asserted or unasserted, accrued or unaccrued, liquidated or unliquidated or due or to become due, at Law, in equity or otherwise, whether arising by statute or common law, in contract, in tort or otherwise that any Seller Releasing Party ever had, now has, or may hereafter have or acquire against the Seller Released Parties (collectively, "Seller Released Claims") arising out of or relating in any way to any act, omission, matter, cause or event occurring on or prior to the date hereof, including, but not limited to, any of the foregoing arising out of or related in any way to (A) a Seller Releasing Party's ownership of any Interest or any other Equity Interests of any other member of Company Group, (B) the ownership, operation, business,

assets, Liabilities, affairs, management or financial condition of Company Group and their business (as operated by Seller, Company Group or any of their predecessors), or (C) any Contract or other arrangement, whether verbal or written, entered into or established between a Seller Releasing Party and the Company prior to the date hereof (with the effect that Company Group's obligations under any such Contract or other arrangement are hereby terminated in their entirety).

(b) Notwithstanding anything herein to the contrary, Seller Released Claims shall not include, and nothing contained in this Agreement is intended to, nor does it, limit, impair or otherwise modify or affect, any Seller Released Claims or any other rights or claims of any Seller Releasing Party or the obligations of any Seller Released Party arising from a breach of this Agreement or any Related Document.

(c) THE GENERAL RELEASE IN THIS SECTION 8.2 IS SPECIFICALLY INTENDED TO OPERATE AND BE APPLICABLE EVEN IF IT IS ALLEGED, CHARGED OR PROVEN THAT ALL OR SOME OF THE CLAIMS OR DAMAGES RELEASED WERE SOLELY AND COMPLETELY CAUSED BY ANY ACTS OR OMISSIONS, WHETHER NEGLIGENT, GROSSLY NEGLIGENT, INTENTIONAL, FRAUDULENT OR OTHERWISE OF OR BY THE PURCHASER.

(d) Each Seller Releasing Party covenants and agrees not to sue, make, assert, or maintain, directly or indirectly, any Seller Released Claim or to bring, request, initiate or file any suit or action regarding any Seller Released Claim, all of which are released pursuant to this Agreement.

(e) Each Seller Releasing Party acknowledges and agrees that the consideration it is receiving pursuant to this Agreement and the Related Documents in exchange for the release of Seller Released Claims, all of which are released pursuant to this Agreement, is good and sufficient consideration and exceeds anything of value to which such Releasing Party is already entitled.

8.3 R&W Insurance. The Purchaser covenants and agrees to not cancel, redeem, or take any the action that would adversely affect the terms and conditions of the R&W Insurance Policy as they relate to subrogation against the Seller Parties. The Seller Parties shall use commercially reasonable efforts to assist and cooperate with Purchaser in connection with any claim by the Purchaser under, or recovery by the Purchaser with respect to, the R&W Insurance Policy.

8.4 Further Assurances. From and after the Closing Date, at Purchaser's reasonable request and expense, each of the Seller Parties and the Sellers' Representative shall execute and deliver such instruments of conveyance and transfer and take such other actions necessary in order to (a) perfect and record, if necessary, the sale, assignment, conveyance, transfer, and delivery to Purchaser of the Interests, (b) convey, transfer to and vest in Purchaser and to put Purchaser in possession and operating control of all or any part of the Group Companies, and (c) give effect to the transactions contemplated by this Agreement. From and after the Closing Date, at the Sellers' Representative's reasonable request, Purchaser shall execute and deliver such instruments of conveyance and transfer and take such other actions necessary in order to (a) at the Seller Parties' expense, perfect and record, if necessary, the sale, assignment, conveyance, transfer, and delivery of the to the Seller Parties or their designees of the Retained Assets, (b) convey, transfer to and vest in the Seller Parties and to put the Seller Parties in possession of the Consideration Shares in accordance with this Agreement and the Escrow Agreement, and (c) give effect to the transactions contemplated by this Agreement.

8.5 Conduct of Business. During the period from the Effective Date and continuing until the Closing, the Group Companies and the Seller Parties shall (i) carry on the Directional Business in the Ordinary Course of Business and in material compliance with all applicable Law, and (ii) use commercially reasonable efforts to preserve intact its present business operations, organization and goodwill, including maintaining satisfactory business relationships with its key employees and the goodwill of its lenders, suppliers, regulators and other Persons with whom it has business relationships; (iii) notify the Purchaser Parties in writing of any Company Material Adverse Effect which they become aware at any time prior to Closing; and (iv) not engage in any practice, take any action, fail to take any action or enter into any transaction that could cause any representation or warranty of the Group Companies, the Seller Parties or the ASH Equityholder in this Agreement to be untrue in any material respect or result in a breach of any covenant made by the Seller Parties herein.Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement, or with the prior written consent of the Purchaser, the Seller Parties shall not do or agree to do, or allow any Group Company to do or agree to do, any of the following:

(i) extend, enter into or materially amend any Contract or commitment the performance of which may extend beyond the Closing, except those entered in the Ordinary Course Business and which would not or could not reasonably be expected to have a Company Material Adverse Effect;

(ii) (i) increase the compensation or benefits of any manager, director consultant or employee outside the Ordinary Course of Business; (ii) enter into (or adopt) any new, or amend (except as required by Law) any existing, Employee Plan; (iii) make any bonus, commission or incentive or equity compensation payment outside the Ordinary Course of Business, other than as accrued as of the Effective Date under an existing Employee Plan; (iv) hire any new employee at the level of executive or above or promote any employee to executive level or above; or (v) enter into any employment, severance, consulting or similar contract or arrangement with any Person which is not terminable at will without penalty on the part of the applicable Group Company or modify or terminate any employment, severance, consulting or similar contract;

(iii) sell, lease, encumber (including by the grant of any option thereon) or otherwise dispose of any assets or property except with respect to the sale of products, Inventory or services in the Ordinary Course of Business; or

(iv) (i) incur or assume any long-term or short-term debt or issue any debt securities, (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person; (iii) make or cancel, or waive any rights with respect to, any loans, advances or capital contributions to, or investments in, any other Person; (iv) pledge or otherwise encumber shares of capital stock or other equity interests of any Group Company; (v) mortgage or pledge any of its tangible or intangible assets or properties; or (vi) incur any Liability outside of the Ordinary Course Business.

8.6 Exclusive Dealing. During the period from the date of this Agreement through the Closing or the earlier termination of this Agreement pursuant to Article 10, the Seller Parties shall not, and shall not authorize, permit or direct its Affiliates or the Group Companies or any of their respective representatives to, directly or indirectly, take any action to initiate, solicit or engage in discussions or negotiations with, or knowingly provide any information to, any Person (other than the Purchaser and its Representatives) concerning any direct or indirect purchase of any Interests or any merger, sale of substantially all of the Directional Business assets of the Company Group or similar transactions involving any members of the Company Group.

8.7 Retained Assets. The Parties agree that at or prior to the Closing, the assets specified on Schedule 8.7 (the "Retained Assets") shall be transferred by the applicable member of the Company Group specified on Schedule 8.7 to the transferee designated on Schedule 8.7 at the sole cost and expense of the Seller Parties.

8.8 Consents, Approvals and Filings; Other Actions. Each Party shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable, to the extent permitted by applicable Law, to consummate the transactions contemplated by this Agreement and cause the conditions to the Closing in Article 9 to be satisfied as promptly as reasonably practicable after the Effective Date, including: (a) determining all necessary, proper or advisable filings and other documents necessary to consummate the transactions contemplated hereby (including from Governmental Authorities or Persons other than Governmental Authorities), (b) preparing and filing as promptly as practicable after the date hereof all documentation to effect such filings and other documents, (c) obtaining and maintaining all Consents and other confirmations from any Governmental Authority or Persons other than Governmental Authorities that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement, (d) defending or contesting any Action challenging this Agreement or the transactions contemplated by this Agreement, and (e) executing and delivering any additional instruments necessary to consummate the transactions contemplated hereby.

8.9 Specific Covenants Relating to AEP Lease. Upon Closing, AEP, under the ownership and control of Purchaser, shall have all rights to continue to occupy the facility located at 7190 W. Derrick Drive, Casper, WY 82604, pursuant to the terms of the AEP Lease (as defined in Schedule 4.10 hereto). The Seller Parties listed on Schedule 4.19 hereto, as owners of the landlord, AEP Investments, LLC ("AEP Investments"), shall, if and to the extent requested by Purchaser in writing after Closing and prior to September 30, 2022, cause AEP Investments and its successors and/or assigns to renew the AEP Lease, currently set to expire October 1, 2023, at prevailing market rates and terms consistent with the existing AEP Lease (as defined in Schedule 4.10 hereto).

ARTICLE 9 CONDITIONS TO CLOSING

9.1 Conditions to Each Party's Obligations to Effect the Closing. The respective obligations of each Party to effect the Closing is subject to the satisfaction (or, if permitted by applicable Law, waiver by Cathedral, on behalf of the Purchaser Parties, and the Sellers' Representative, on behalf of the Seller Parties and the Company, in writing) of the following conditions at or prior to the Closing:

(a) Consents.Any filings required to be made prior to the Closing by any of the Group Companies, the Purchaser Parties or the Seller Parties, and all Consents, approvals and authorizations required to be obtained prior to the Closing by any of the Group Companies, the Purchaser Parties or the Seller Parties in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby shall have been made or obtained (as the case may be) and, without limitation to the foregoing, the TSX Conditional Approval and the Cathedral Shareholder Approval shall be in full force and not rescinded.

(b) No Order. There shall not be any decree or Order entered into by any Governmental Authority, and there shall not be any applicable Law enacted after the date hereof, that would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded.

(c) No Governmental Restrictions. There shall not be any pending or threatened Action asserted by any Governmental Authority challenging or seeking to restrain or prohibit the consummation of the transactions contemplated by this Agreement.

9.2 Conditions to Obligations of the Purchaser Parties. The obligations of the Purchaser Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by Cathedral, on behalf of the Purchaser Parties, in writing) of the following conditions as of the Closing Date:

(a) The representations and warranties of the Company set forth in Article 4, the Seller Parties set forth in Article 5 and the ASH Equityholders in Article 6 shall, in each case, be true and correct in all material respects as of the Effective Date and as of the Closing Date (except that representations and warranties qualified by materiality or Company Material Adverse Effect must be true in all respects), as if such representations and warranties were made as of the Effective Date and as of the Closing Date (except as to any such representation or warranty which speaks as of a specific date, which must be true and correct only as of such specific date).

(b) The Group Companies and the Seller Parties shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required to be performed by them under this Agreement on or prior to the Closing Date.

(c) No change, circumstance or event has occurred that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

(d) The Seller Parties shall have delivered, or caused to be delivered, to Purchaser each of all other Seller Parties Deliverables contemplated by Section 3.2(a).

9.3 Conditions to Obligations of the Seller Parties. The obligations of the Seller Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Sellers' Representative, on behalf of the Seller Parties, in writing) of the following conditions as of the Closing Date:

(a) The representations and warranties of the Purchaser Parties set forth in Article 7 shall be true and correct in all material respects as of the Effective Date and as of the Closing Date (except that representations and warranties qualified by materiality or Material Adverse Effect must be true in all respects), as if such representations and warranties were made as of the Effective Date and as of the Closing Date (except as to any such representation or warranty which speaks as of a specific date, which must be true and correct only as of such specific date).

(b) The Purchaser Parties shall have performed and complied in all material respects with all agreements, covenants, obligations and conditions required to be performed by them under this Agreement on or prior to the Closing Date.

(c) The Purchaser Parties shall have delivered, or caused to be delivered, to the Sellers' Representative each of the Purchaser Parties Deliverables contemplated by Section 3.2(b).

ARTICLE 10 TERMINATION

10.1 Methods of Termination. This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing only as follows:

(a) by mutual consent of Cathedral, on behalf of the Purchaser Parties, and the Sellers' Representative, on behalf of the Seller Parties and the Company;

(b) by either the Sellers' Representative (on behalf of the Seller Parties and the Company), on the one hand, or Cathedral (on behalf of the Purchaser Parties), on the other hand, if the Closing shall not have occurred on or before 30-days after the Effective Date, provided, that the right to terminate this Agreement under this Section 10.1(b) will not be available to any Party whose material breach of a representation, warranty, covenant, or agreement under this Agreement has been the cause of, or resulted in the failure of, the Closing to occur on or before such date;

The party desiring to terminate this Agreement pursuant to the preceding clauses shall give written notice of such termination to the other party in accordance with Section 13.1. Nothing contained in this Agreement shall relieve any party from any liability for any breach of any representation, warranty or covenant contained herein prior to termination or prevent a party seeking any remedies available to it for the same in accordance with applicable Law.

ARTICLE 11 TAX MATTERS

11.1 Preparation and Filing of Tax Returns.

(a) The Seller Parties shall (at their sole expense) prepare or cause to be prepared and timely file or cause to be timely filed any income Tax Returns that are required to be filed by any Group Company and ASH with respect to any Pre-Closing Tax Period ending on or prior to the Closing Date (each, a "Pre-Closing Income Tax Return"). Any such Pre-Closing Income Tax Return shall be prepared in a manner consistent with the past practices of the applicable Group Company and ASH unless otherwise required by applicable Law. The Seller Parties shall submit drafts of each such Pre-Closing Income Tax Return to Purchaser at least 45 days prior to the due date (including extensions) thereof for Purchaser's review, comment and approval (not to be unreasonably withheld, conditioned or delayed). The Purchaser shall provide comments, if any, in writing to Seller Parties with respect to any such draft Pre-Closing Income Tax Returns within 25 days from the receipt thereof. The Seller Parties shall consider in good faith any reasonable comments timely provided by Purchaser and Purchaser and the Seller Parties shall, in good faith try to resolve any remaining disputed items within 10 days. If any disputes remain outstanding after such 10 days, Purchaser and the Seller Parties shall promptly refer such remaining disputes for resolution by an applicable Tax professional as the Alternative Dispute Accountant (the "Tax Arbitrator") and the provisions of Section 2.7 shall apply, mutatis mutandis. The Seller Parties, as appropriate, shall timely pay all Taxes due on such Pre-Closing Income Tax Returns as finally determined in accordance with the provisions of this Section 11.1(a) to the applicable Governmental Authorities to the extent not taken into account as a Liability for Tax in Final Closing Balance Sheet, the Final Net Working Capital, or the Final Closing Date Indebtedness.

(b) The Purchaser shall prepare, or cause to be prepared, and timely file or cause to be timely filed, all other Tax Returns of any Group Company and ASH (other than Pre-Closing Income Tax Returns) with respect to a Pre-Closing Tax Period or any Straddle Period that have an initial due date (taking into account any valid extensions) after the Closing Date ("Pre-Closing Other Tax Returns"). Any such Pre-Closing Other Tax Returns shall be prepared consistent with the past practices of the applicable Group Company or ASH unless otherwise required by applicable Law. Purchaser shall submit drafts of such Pre-Closing Other Tax Returns to the Seller Parties at least 45 days prior to the due date (including extensions) thereof for the Seller Parties' review, comment and approval (not to be unreasonably withheld, conditioned or delayed). Seller Parties shall provide comments, if any, in writing to the Purchaser with respect to any such draft Pre-Closing Other Tax Returns within 25 days from the receipt thereof. Purchaser shall consider in good faith any reasonable comments timely provided by Seller Parties and the parties shall, in good faith try to resolve any remaining disputed items within 10 days. If any disputes remain outstanding after such 10 days, the parties shall promptly refer such remaining disputes for resolution by a Tax Arbitrator and the provisions of Section 2.7 shall apply, mutatis mutandis. To the extent not taken into account as a Liability for Tax in the Final Closing Balance Sheet, Final Net Working Capital or Final Closing Date Indebtedness, the Seller Parties, as appropriate, shall remit all Taxes due with respect to the Pre-Closing Tax Period reflected on such Pre-Closing Other Tax Returns (determined in the case of any Straddle Period in accordance with the provisions of Section 11.5) to the Purchaser no later than 5 days following the final determination of such amounts in accordance with the provisions of this Section 11.1(b).

11.2 Prohibited Actions. Except in accordance with the provisions of Section 11.1(b), without the prior written consent of the Seller Parties, which consent shall not be unreasonably withheld, delayed, or conditioned, Purchaser shall not and shall not cause or permit any Affiliate of Purchaser including a Group Company or ASH, as applicable: (i) to modify the "partnership representative" of the Company or AEP for any Tax period ending on or prior to the Closing Date, (ii) to file, refile, supplement, or amend any Tax Return of a Group Company or ASH covering any taxable period (or portion thereof) ending on or prior to the Closing Date, or (iii) to file any voluntary disclosure agreement, to participate in any arrangement similar to a voluntary disclosure agreement, or to voluntarily approach any Tax Authority regarding any Taxes or Tax Returns of a Group Company or ASH, in each case, for any taxable period (or portion thereof) ending on or prior to the Closing Date; or (iv) to take any action relating to Taxes that is outside the ordinary course of business that could create a Tax Liability for a Group Company, ASH, or the Seller Parties for any taxable period (or portion thereof) ending on or prior to the Closing Date for which such Seller Parties would be liable under this Agreement.

11.3 Tax Contests. After the Closing Date, the Sellers' Representative shall have the right to control, at the sole expense of Seller Parties, any Tax audits, Tax disputes or administrative, judicial or other proceedings related to any Taxes (each, a "Tax Contest") that relate solely to any Taxes of any Group Company or ASH relating solely to a Pre-Closing Tax Period for which the Sellers or ASH Equityholders would be liable under this Agreement, to employ counsel and other advisors of their choice at their expense and to control the conduct of such Tax Contest, including settlement or other disposition thereof; provided, however, that (i) Sellers' Representative shall notify the Purchaser as to any such Tax Contest and shall keep Purchaser timely and fully informed (including by timely delivering copies of any written communications with any Governmental Authorities to Purchaser), (ii) Purchaser shall have the right to participate in (but not control) any such Tax Contest, (iii) Sellers' Representative shall manage the conduct of such Tax Contest in good faith and reasonable diligence, (iv) with respect to the Company or AEP, Sellers' Representative shall take such actions and execute such instruments as necessary (including, but not limited, to the making of, to the extent applicable, a "push out" election under Code Section 6226 or any similar or analogous election under state or local applicable Law) to ensure, to the extent provided under applicable Law, that any resulting Taxes or other Liability with respect to such Tax Contest for a Pre-Closing Tax Period shall not be imposed on the Purchaser or any Affiliate thereof (including after the Closing, any Group Company), (v) the Sellers' Representative shall not settle or otherwise dispose of such Tax Contest without Purchaser's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any Tax Contest that relates to Taxes of a Group Company or ASH for which the Sellers or ASH Equityholders would be liable under this Agreement (but that the Sellers or ASH Equityholders are not entitled to control pursuant to this Section 11.3) shall be controlled by Purchaser, provided, however, that (i) the Purchaser shall notify the Sellers' Representative as to any such Tax Contest and shall keep them timely and fully informed (including by timely delivering copies of any written communications with any Governmental Authorities), (ii) the Sellers' Representative shall have the right to participate in (but not control) any such Tax Contest for which the Sellers or ASH Equityholders would be liable under this Agreement at their own expense, (iii) Purchaser shall manage the conduct of such Tax Contest in good faith and reasonable diligence and (iv) Purchaser shall not settle or otherwise dispose of any such Tax Contest without the Sellers' Representative's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. This Section 11.3 shall govern all Tax Contests.

11.4 Cooperation on Tax Matters. Following the Closing, the Purchaser, Sellers, ASH Equityholders and the Sellers' Representative shall reasonably cooperate with each other in connection with the preparation of Tax Returns, the filing of Tax refund claims, and the conduct of any Tax Contests, each as related to any Group Company or ASH, and shall use reasonable efforts to preserve all information, returns, books, records and documents relating to any liabilities for Taxes with respect to any taxable period until the later of the expiration of all applicable statutes of limitation and extensions thereof or the seventh (7th) anniversary of the Closing Date, and shall not destroy or otherwise dispose of any record during such period without first providing the other party a reasonable opportunity to review and copy the same. Notwithstanding anything to the contrary contained herein, nothing in this Article 11 shall be read to require Purchaser to share copies of Tax Returns that include information of any Person other than a Group Company.

11.5 Allocation for Straddle Period. For purposes of this Agreement, the amount of Taxes of the Group Companies and ASH attributable to the pre-Closing portion of a Straddle Period shall be determined (i) in the case of Taxes imposed on a periodic basis including real and personal property Taxes (which are not income Taxes) by reference to the relative number of days in the pre-Closing and post-Closing portions of such Straddle Period, and (ii) in the case of all other Taxes, based upon a deemed closing of the taxable year at the end of the Closing Date, with the Closing Date being included in the pre-Closing portion of such Straddle Period, provided, however, that all exemptions, allowances, or deductions for the entire Straddle Period which are calculated on an annual basis (including depreciation and amortization deductions) shall be allocated between the two short periods in proportion to the number of days in each period.

11.6 Tax Treatment. The parties hereto agree to file their Tax Returns in a manner consistent with the following intended treatment for federal and applicable state and local income Tax purposes. No party hereto shall take a position that is inconsistent with such treatment for federal or applicable state or local income Tax purposes unless required by an applicable Governmental Authority or due to a change in applicable Laws after the date of this Agreement:

(a) Treat the Merger as a reorganization described in Code Sections 368(a)(1)(A) and 368(a)(2)(D) pursuant to the Agreement and Plan of Merger.

(b) Treat the payment of Transaction Consideration to the Sellers as a taxable sale and exchange of partnership interests issued by Altitude Energy Holdco LLC pursuant to Code Section 1001. Notwithstanding the foregoing, if Rev. Rul. 99-6 applies, Purchaser may be viewed as purchasing partnership interests in Altitude Energy Partners, LLC; therefore, the Sellers and ASH Equitytholders shall cooperate with Purchaser to ensure that a Code Section 754 election is in effect for both Altitude Energy Holdco LLC and Altitude Energy Partners LLC with respect to the tax year 2022. Altitude Energy Holdco LLC may have a short period tax year ending on the Closing Date, and any such Code Section 754 election shall be made with respect to that short period tax return.

(c) Treat the deposit of the nonvested Liability Satisfaction Shares in such a manner which would not give rise to a taxable event for the beneficiaries under Code Section 83 until the shares vest.

11.7 Tax Refunds and Carrybacks.

(a) Purchaser shall, and shall cause the Group Companies to remit to the Seller Parties, in accordance with their respective Pro Rata Percentage, within 15 days after receipt (or realization by way of a reduction in Taxes otherwise payable) by Purchaser or the Group Companies (or an affiliated, consolidated, combined, unitary or other Tax group of which any of them is a member), the portion of all refunds or credits of Taxes that relate to any Pre-Closing Tax Period of the Group Companies (or otherwise would be the responsibility of the Sellers under this Agreement), except to the extent such refund or credit was previously taken into account in the Final Closing Balance Sheet, Final Net Working Capital or Final Closing Date Indebtedness.

(b) Purchaser shall, and shall cause ASH with respect to Pre-Closing Tax Periods ending on or prior to the Closing Date, to remit to the ASH Equityholders, in accordance with their respective percentage stock ownership in ASH, within 15 days after receipt (or realization by way of a reduction in Taxes otherwise payable) by Purchaser (or an affiliated, consolidated, combined, unitary or other Tax group of which Purchaser is a member), the portion of all refunds or credits of Taxes that relate to any Pre-Closing Tax Period of ASH (or otherwise would be the responsibility of the ASH Equityholders under this Agreement), except to the extent such refund or credit was previously taken into account in the Final Closing Balance Sheet, Final Net Working Capital or Final Closing Date Indebtedness.

(c) Upon the written request of the Sellers' Representative, the Purchaser, the Group Companies and their Affiliates (and any affiliated, consolidated, combined, unitary or other Tax group of which any of the Group Companies is a member) shall reasonably cooperate with the Seller Parties in connection with any claims for refund of Taxes to which the Seller Parties are entitled pursuant to this Section 11.7(c) or any other provision of this Agreement.

(d) To the extent that the amount of Taxes included in the Final Closing Balance Sheet, Final Net Working Capital or Final Closing Date Indebtedness exceeds the amount of Taxes actually paid to the Governmental Authority with respect to such item, the excess shall be treated as a refund of Taxes giving rise to a payment under this Section 11.7.

11.8 Purchase Price Allocation. Sellers' share of the Transaction Consideration as adjusted pursuant to this Agreement, plus all liabilities that are treated as amounts realized for income Tax purposes, shall be allocated for federal income Tax purposes (and any similar provisions of state, local or non-U.S. Law, as appropriate), using the methodology set forth on Exhibit 11.8 hereof. Purchaser and the Sellers shall file all Tax Returns and make all computations under Sections 741, 751, 755 and 1060 of the Code consistent with such allocation. None of the Sellers or Purchaser shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with such allocation unless required to do so by applicable Law or any Governmental Authority.

11.9 Transaction Deductions. Except as otherwise required by applicable Law, all income Taxes for a Pre-Closing Tax Period shall be calculated on the basis that deductions for the full amount of all Transaction Expenses are treated as reducing income Taxes attributable to the Pre-Closing Tax Period.

11.10 Tax Treatment of Indemnity Payments. Seller Parties and Purchaser agree to treat any indemnity payment made pursuant to Article 12 as an adjustment to the Transaction Consideration for federal, state, local and non-U.S. income Tax purposes, except as otherwise required by applicable Law.

11.11 Section 7874 Matters. Neither Cathedral nor its subsidiaries, including the Purchaser, has taken or agreed to take any action or knows of any fact, agreement, plan or other circumstance that is reasonably likely to (i) cause Cathedral to be treated as a "domestic corporation" pursuant to Section 7874(b) of the Code as a result of the transactions contemplated by this Agreement, or (ii) cause the Company or ASH to be treated as an "expatriated entity" within the meaning of Section 7874(a)(2) of the Code as a result of the transactions contemplated by this Agreement.

ARTICLE 12 INDEMNIFICATION

12.1 Indemnification.

(a) Indemnification by the Seller Parties. Subject to the limitations set forth in this Article 12, from and after the Closing, each Seller Party shall severally, and not jointly, in accordance with its respective Pro Rata Percentage (or in the case of clauses (iii) and (iv) below, severally and solely as to itself) indemnify and hold harmless the Purchaser, Cathedral and their Affiliates (including, following the Closing, the Group Companies) (each, a "Purchaser Indemnified Person"), from, against and in respect of any and all Actions, Liabilities, Governmental Orders, Encumbrances, losses, damages, bonds, dues, assessments, fines, penalties, Taxes, fees, costs (including costs of investigation, defense and enforcement of this Agreement), expenses or amounts paid in settlement (in each case, including reasonable attorneys' and experts' fees and expenses), whether or not involving a Third Party Claim (collectively, "Losses"), actually incurred or suffered by the Purchaser Indemnified Persons or any of them as a result of, arising out of or relating to:

(i) any breach of, or inaccuracy in, any representation, warranty or statement made by the Company in Article 4 of this Agreement (in each case, assuming that all qualifications contained in this Agreement and the schedules hereto as to materiality, the phrase "substantial compliance", the words "material" and "materially" and all similar phrases were deleted therefrom);

(ii) any breach or violation of any covenant or agreement of any Group Company in this Agreement, to the extent required to be performed or complied with by the Group Company at or prior to the Closing;

(iii) any breach of, or inaccuracy in, any representation, warranty or statement made by such Seller Party in Article 5 or Article 6 of this Agreement (in each case, assuming that all qualifications contained in this Agreement and the schedules hereto as to materiality, the phrase "substantial compliance", the words "material" and "materially" and all similar phrases were deleted therefrom);

(iv) any breach or violation of any covenant or agreement of such Seller Party in this Agreement or any Related Documents;

(v) any liabilities or obligations of any nature to the extent relating to the Divested Lines and/or the Retained Assets, including, without limitation, any liabilities or obligations arising under the Divesture Agreements and the transactions arising thereunder;

(vi) any liabilities or obligations relating to the Incentive Units, other than any payments required to be paid pursuant to Section 2.4;

(vii) any liabilities or obligations relating to the Atlas Payoff, other than any payments required to be paid pursuant to Section 2.4;

(viii) Indemnified Taxes; and

(ix) any Transaction Expenses that were not paid prior to Closing or reflected in the Purchase Price adjustment process pursuant to Section 2.7.

(b) Indemnification by the Purchaser. Subject to the limitations set forth in this Article 12, from and after the Closing, each Purchaser Party shall jointly and severally indemnify and hold harmless the Seller Parties (each, a "Seller Indemnified Person"), from, against and in respect of any and all Losses actually incurred or suffered by the Seller Indemnified Persons or any of them as a result of, arising out of or relating to:

(i) any breach of, or inaccuracy in, any representation, warranty or statement made by any Purchaser Party in Article 7 of this Agreement; or

(ii) any breach or violation of any covenant or agreement of any Purchaser Party or any covenant or agreement of any Group Company in this Agreement to the extent required to be performed or complied with by the Group Company after the Closing.

12.2 Limitations.

(a) The amount of any recovery by a Purchaser Indemnified Person pursuant to this Article 12 shall be net of any insurance proceeds received under the R&W Insurance Policy, by the Indemnified Purchaser Party or the Company that results from the Losses that is the subject of the indemnity and indemnity recovery. The indemnification obligations of the Seller Parties pursuant to Section 12.1(a)(i) and Section 12.1(a)(iii) shall apply only to the extent that the aggregate Losses incurred in connection therewith exceed fifty percent (50%) of the Retention Amount (the "Seller Threshold Amount") and no claim for indemnification shall be paid unless and until the aggregate Losses incurred by all of the Purchaser Indemnified Persons under Section 12.1(a)(i) and Section 12.1(a)(iii) exceeds the Seller Threshold Amount and then only for all Losses incurred in excess of the Seller Threshold Amount; provided, however, that such limitation shall not apply to any breach of the Fundamental Representations or any Losses related to or arising in connection with Fraud. For purposes of the Seller Parties' indemnification obligations to the Purchase Indemnified Persons (and not for purposes of the R&W Insurance Policy), the aggregate amount of all Losses for which the Seller Parties shall be collectively liable pursuant to Section 12.1(a)(i) and Section 12.1(a)(iii) shall not exceed (a) the R&W Retention Escrow Amount, in the case of the Non-Fundamental Representations, or (b) the Transaction Consideration, in the case of the Fundamental Representations or any Losses related to or arising in connection with Fraud. Subject to the provisions of this Article 12, except in the case of any breach of the Fundamental Representations or Fraud, the Purchaser Indemnified Persons' sole source of indemnification and recovery for Losses pursuant to Section 12.1(a)(i) and Section 12.1(a)(iii) shall be the R&W Retention Escrow Amount and the R&W Insurance Policy.

(b) The indemnification obligations of the Purchaser Parties pursuant to Section 12.1(b)(i) shall apply only to the extent that the aggregate Losses incurred in connection therewith exceed $186,625.00 (the "Purchaser Threshold Amount") and no claim for indemnification shall be paid unless and until the aggregate Losses incurred by all of the Seller Indemnified Persons under Section 12.1(b)(i) exceeds the Purchaser Threshold Amount and then only for all Losses incurred in excess of the Purchaser Threshold Amount. The aggregate amount of all Losses for which the Purchaser shall be liable pursuant to Section 12.1(b)(i) shall not exceed $37,325,000.

(c) No party will be entitled to receive indemnification for any matter in which there has been a corresponding purchase price adjustment pursuant to Section 2.7.

(d) Except in the case of (a) Fraud, (b) matters covered by any Related Document, and (c) remedies expressly permitted elsewhere in this Agreement, the Parties acknowledge and agree that indemnification pursuant to the provisions of this Article 12 and, with respect to the Purchaser Indemnified Persons, the R&W Insurance Policy, shall be the sole and exclusive remedies of the Parties with respect to any claim related to or arising from this Agreement or the documents being delivered pursuant to this Agreement, the negotiation and execution of this Agreement or the documents being delivered pursuant to this Agreement, the performance by the Parties of their respective obligations hereunder or thereunder, and the transactions contemplated by this Agreement. Except in the case of (a) Fraud, (b) matters covered by any Related Document, and (c) remedies expressly permitted elsewhere in this Agreement, the parties may not avoid the limitations on liability, recovery and recourse set forth in this Article 12 by seeking damages for breach of contract, tort or pursuant to any other theory or liability. In furtherance of the foregoing, each Party hereby waives (and agrees not to bring any suit, claim or proceeding in respect of), on its own behalf and on behalf of its Affiliates and its and their respective officers, directors, managers, employees, equityholders, agents and representatives, to the fullest extent permitted under applicable Law, any and all rights, claims and causes of action seeking any prohibited remedies or recourse pursuant to this Article 12 that any of them may now or hereafter have against the other party and its Affiliates and its and their respective officers, directors, managers, employees, equityholders, agents and representatives, arising under or based upon any applicable Law with respect to any claim related to or arising from this Agreement or the documents being delivered pursuant to this Agreement, the negotiation and execution of this Agreement or the documents being delivered pursuant to this Agreement, the performance by the Parties of their respective obligations hereunder or thereunder, and the transactions contemplated by this Agreement.

(e) Purchasers acknowledge that the Seller Parties are not making any representations or warranties, other than the representations and warranties set forth in Article 4, Article 5, Article 6 (with respect to the ASH Equityholders only) and as may be contained in the Related Documents. Except for the representations and warranties contained in Article 4 and Article 5, the Seller Parties disclaim any representation or warranty, express or implied, in respect of the Company Group and the Seller Parties, and the information provided in any confidential information memorandum, electronic data room or other materials, and the Purchaser hereby accepts such disclaimer. In connection with Purchaser's investigation of the Company Group and the Seller Parties, Purchaser has received from or on behalf of Sellers and/or the Company certain estimates, forecasts, plans and financial projections. Purchaser acknowledges that there are uncertainties inherent in attempting to make such estimates, forecasts, plans and financial projections. Purchaser acknowledges and agrees that the Company Group and the Seller Parties make no representation or warranty with respect to such estimates, forecasts, plans and financial projections (including any underlying assumptions) unless and to the extent expressly set forth in this Agreement.

(f) Nothing in this Section 12.2 shall limit any Person's right to seek and obtain any equitable relief to which any Person shall be entitled or to seek any remedy on account of any party's Fraud.

(g) Notwithstanding anything to the contrary in this Agreement, (i) the right of any Indemnified Person to indemnification pursuant to this Agreement will not be limited by reason of any facts or circumstances known to them or their Representatives at any time or resulting from any breach of any covenant, agreement, representation, or warranty of which any Indemnified Person or its Representatives has knowledge at any time, or the decision of any Indemnified Person to consummate the Closing, and (ii) the Purchaser Parties will have the right, irrespective of any knowledge or investigation of the Purchaser Parties (or their Representatives), to rely fully on the representations, warranties, and covenants of the Seller Parties and the Company contained herein.

12.3 Indemnification Procedures.

(a) Third Party Claims. If any Indemnified Person receives notice of the assertion or commencement of any Claim made or brought by any Person who is not a party to this Agreement or an Affiliate of a party to this Agreement or a Representative of the foregoing (a "Third Party Claim") against such Indemnified Person with respect to which the Indemnifying Person is obligated to provide indemnification under this Agreement, the Indemnified Person shall give the Indemnifying Person reasonably prompt written notice thereof, but in any event not later than 45 calendar days after receipt of such notice of such Third Party Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Person of its indemnification obligations, except and only to the extent that the Indemnifying Person forfeits rights or defenses or is otherwise actually materially prejudiced by reason of such failure. Such notice by the Indemnified Person shall describe the Third Party Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Person. The Indemnifying Person shall have the right to participate in, or by giving written notice to the Indemnified Person, to assume the defense of any Third Party Claim at the Indemnifying Person's expense and by the Indemnifying Person's own counsel, and the Indemnified Person shall cooperate in good faith in such defense; provided, that the Indemnifying Person shall not have the right to defend or direct the defense of any such Third Party Claim (i) that seeks an injunction or other equitable relief against the Indemnified Person; (ii) that seeks an amount of damages that is either in excess of such Indemnifying Person's maximum indemnification obligation for such Third Party Claim or seeks an unspecified sum of damages that reasonably could exceed or such Indemnifying Person's maximum indemnification obligation for such Third Party Claim; (iii) where the Indemnified Person has been advised by counsel that a material actual or potential conflict exists between the Indemnified Person and the Indemnifying Person in connection with the defense of the Third Party Claim; or (iv) that relates to or otherwise arises in connection with any criminal or regulatory enforcement Action, other than a regulatory Action that by its terms is limited solely to the pursuit of monetary relief and could not result in any disbarment, loss of qualification, change in business operations or other non-monetary impact on the business of the Purchaser Parties or the Group Companies. In the event that the Indemnifying Person assumes the defense of any Third Party Claim, subject to Section 12.3b), it shall have the right to take such action as it deems necessary to avoid, dispute, defend, appeal or make counterclaims pertaining to any such Third Party Claim in the name and on behalf of the Indemnified Person. The Indemnified Person shall have the right to participate in the defense of any Third Party Claim with counsel selected by it subject to the Indemnifying Person's right to control the defense thereof. The fees and disbursements of such counsel shall be at the expense of the Indemnified Person; provided, that if in the reasonable opinion of counsel to the Indemnified Person, (A) there are legal defenses available to an Indemnified Person that are different from or additional to those available to the Indemnifying Person; or (B) there exists a conflict of interest between the Indemnifying Person and the Indemnified Person that cannot be waived, the Indemnifying Person shall be liable for the reasonable fees and expenses of counsel to the Indemnified Person. If the Indemnifying Person elects not to compromise or defend such Third Party Claim, fails to promptly notify the Indemnified Person in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the Indemnified Person may, subject to Section 12.3(b), pay, compromise, or defend such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim.

(b) Settlement of Third Party Claims. Notwithstanding any other provision of this Agreement, the Indemnifying Person shall not enter into settlement of any Third Party Claim without the prior written consent of the Indemnified Person, except as provided in this Section 12.3(b). If a firm offer is made to settle a Third Party Claim without leading to the creation of a non-financial obligation on the part of the Indemnified Person and provides, in customary form, for the unconditional release of each Indemnified Person from all liabilities and obligations in connection with such Third Party Claim and the Indemnifying Person desires to accept and agree to such offer, the Indemnifying Person shall give written notice to that effect to the Indemnified Person. If the Indemnified Person fails to consent to such firm offer within ten days after its receipt of such notice, the Indemnified Person may continue to contest or defend such Third Party Claim and in such event, the maximum liability of the Indemnifying Person as to such Third Party Claim shall not exceed the amount of such settlement offer. If the Indemnified Person fails to consent to such firm offer and also fails to assume defense of such Third Party Claim, the Indemnifying Person may settle the Third Party Claim upon the terms set forth in such firm offer to settle such Third Party Claim. If the Indemnified Person has assumed the defense pursuant to Section 12.3(a), it shall not agree to any settlement without the written consent of the Indemnifying Person (which consent shall not be unreasonably withheld or delayed).

(c) Direct Claims. Any Claim by an Indemnified Person on account of a Loss which does not result from a Third Party Claim (a "Direct Claim") shall be asserted by the Indemnified Person giving the Indemnifying Person reasonably prompt written notice thereof, but in any event not later than 45 days after the Indemnified Person becomes aware of such Direct Claim. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Person of its indemnification obligations, except and only to the extent that the Indemnifying Person forfeits rights or defenses or is otherwise actually materially prejudiced by reason of such failure. Such notice by the Indemnified Person shall describe the Direct Claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Loss that has been or may be sustained by the Indemnified Person. The Indemnifying Person shall have 30 days after its receipt of such notice to respond in writing to such Direct Claim. The Indemnified Person shall allow the Indemnifying Person and its professional advisors to investigate the matter or circumstance alleged to give rise to the Direct Claim, and whether and to what extent any amount is payable in respect of the Direct Claim and the Indemnified Person shall assist the Indemnifying Person's investigation by giving such information and assistance (including access to the Company's premises and personnel and the right to examine and copy any accounts, documents or records) as the Indemnifying Person or any of its professional advisors may reasonably request. If the Indemnifying Person does not so respond within such 30 day period, the Indemnifying Person shall be deemed to have rejected such claim, in which case the Indemnified Person shall be free to pursue such remedies as may be available to the Indemnified Person on the terms and subject to the provisions of this Agreement.

(d) Subject to the provisions of this Article 12, each Indemnifying Person will pay any required indemnification amount claimed by the Indemnified Person hereunder in immediately available funds within thirty (30) days after the Indemnified Person provides the Indemnifying Person with written notice of any Indemnity Claim hereunder in accordance with this Agreement unless the Indemnifying Person in good faith disputes such Indemnity Claim. If the Indemnifying Person disputes such Indemnity Claim in good faith, then promptly after the resolution of such dispute, the amount finally determined to be due will be paid by the Indemnifying Person to the Indemnified Person in immediately available funds within fifteen (15) days of such dispute resolution. In the event the Indemnifying Person fails to pay the Indemnified Person the amount of such Indemnity Claim within such fifteen (15) day period the Indemnifying Person will pay the Indemnified Person interest on the amount of such Indemnity Claim at a rate of five percent (5%) per annum until the Indemnity Claim is paid in full.

12.4 Survival. All covenants in this Agreement will survive the Closing and remain in full force and effect until the date on which such covenant has been performed in full or waived in writing by the Person with the authority to waive such covenant. For purposes of the Seller Parties' indemnification obligations to the Purchase Indemnified Persons (and not for purposes of the R&W Insurance Policy), all of the representations and warranties made by the Company or the Seller Parties, on the one hand, and the Purchaser Parties, on the other hand, in each case, contained in this Agreement will survive as follows: (i) all of the Non-Fundamental Representations will survive the Closing hereunder for a period of 18 months after the Closing Date; and (ii) all other representations and warranties made by the Company or the Seller Parties, on the one hand, and the Purchaser Parties, on the other hand, will survive for a period of five (5) years after the Closing. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice the Indemnified Party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.

ARTICLE 13 MISCELLANEOUS

13.1 Notices. Any notice, request, demand or other communication that is required or may be given hereunder shall be in writing and shall be deemed to have been duly given by the addressee(s) upon: (a) personal delivery, (b) confirmed delivery by standard overnight courier to the addresses set forth below (or at such address for a party as will be specified by notice given hereunder), (c) when mailed in the United States by certified or registered mail, postage prepaid, addressed at the addresses set forth below (or at such address for a party as will be specified by notice given hereunder), or (d) when sent via email to the address set forth below, upon confirmation of receipt via email. Notice given to a Seller or Representative of the Sellers shall constitute notice given to all Sellers. All notices shall be addressed as follows:

If to the Purchaser or the Company (following the Closing):

Cathedral Energy Services Inc. c/o Cathedral Energy Services Ltd. 6030 – 3rd Street S.E. Calgary, Alberta T2H 1K2 Attn: Tom Connors Email: [Redacted]

with a copy (which shall not constitute notice) to:

Gordon Lusky LLP 3417 Mercer St., Suite A Houston, Texas 77027 Attn: Forrest Gordon Email: [Redacted]

If to the Seller Parties:

[Private Company Name Redacted] [Address Redacted] Attn: [Redacted] Email: [Redacted]

with a copy (which shall not constitute notice) to:

Fishman Haygood, LLP 201 St. Charles Ave., 46th Floor New Orleans, LA 70170 Attn: Chip Saulsbury Email: [Redacted]

13.2 Entire Agreement; Amendment. This Agreement, the Related Documents and the instruments to be delivered by the parties pursuant to the provisions hereof constitute the entire agreement between the parties and shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns. Each exhibit, schedule and appendix shall be considered incorporated into this Agreement. Any amendments, or alternative or supplementary provisions, to this Agreement, must be made in writing and duly executed by an authorized representative or agent of each of the Purchaser and the Seller Parties.

13.3 Non-Waiver. The failure in any one or more instances of a party to insist upon performance of any of the terms, covenants or conditions of this Agreement or to exercise any right or privilege in this Agreement conferred, or the waiver by such party of any breach of any of the terms, covenants or conditions of this Agreement, shall not be construed as a subsequent waiver of any such terms, covenants, conditions, rights or privileges, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party.

13.4 Counterparts. This Agreement may be executed and delivered by each party hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original and all of which taken together shall constitute one and the same Agreement.

13.5 Delivery by Electronic Transmission. This Agreement and any other Transaction Document, and any amendments hereto or thereto, to the extent signed and delivered by means of a facsimile machine or other electronic transmission, shall be treated in all manner and respects as an original contract and shall be considered to have the same binding legal effects as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such contract, each other party hereto or thereto shall re-execute original forms thereof and deliver them to all other parties. No party hereto or to any such contract shall raise the use of a facsimile machine or other electronic transmission to deliver a signature or the fact that any signature or contract was transmitted or communicated through the use of facsimile machine or other electronic transmission as a defense to the formation of a contract and each such party forever waives any such defense.

13.6 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, and, for purposes of such jurisdiction, such provision or portion thereof shall be struck from the remainder of this Agreement, which shall remain in full force and effect. This Agreement shall be reformed, construed and enforced in such jurisdiction so as to best give effect to the intent of the parties under this Agreement.

13.7 Applicable Law. This Agreement shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the internal Laws of the State of Delaware applicable to contracts made in that state, without giving effect to any choice of law or conflict of law provision or rule that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

13.8 Binding Effect; Benefit. This Agreement shall inure to the benefit of and be binding upon the parties hereto, and their successors and permitted assigns. Except as provided in Section 13.9, nothing in this Agreement, express or implied, shall confer on any Person other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or Liabilities under or by reason of this Agreement, including third party beneficiary rights.

13.9 Assignment. No assignment or transfer by a party of its rights and obligations under this Agreement will be made except with the prior written consent of the other parties (which may not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, the Purchaser may assign or transfer this Agreement or any right or obligation hereunder to any Affiliate at any time prior to or after the Closing without the consent of the other parties hereto. Any assignor making a permitted assignment shall promptly notify the Sellers' Representative of the terms of the assignment.

13.10 Waiver of Trial by Jury. EACH OF THE PARTIES HERETO WAIVES THE RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LAWSUIT, ACTION OR PROCEEDING SEEKING ENFORCEMENT OF SUCH PARTY'S RIGHTS UNDER THIS AGREEMENT.

13.11 Consent to Jurisdiction. EACH OF THE PARTIES HERETO AGREES TO THE EXCLUSIVE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN THE STATE OF DELAWARE, WITH RESPECT TO ANY CLAIM OR CAUSE OF ACTION ARISING UNDER OR RELATING TO THIS AGREEMENT AND WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT, AND CONSENTS THAT ALL SERVICES OF PROCESS BE MADE BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO IT AT ITS ADDRESS AS SET FORTH IN SECTION 13.1, AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED WHEN RECEIVED. EACH OF THE PARTIES HERETO WAIVES ANY OBJECTION BASED ON FORUM NON CONVENIENS AND WAIVES ANY OBJECTION TO VENUE OF ANY ACTION INSTITUTED HEREUNDER. NOTHING IN THIS PARAGRAPH SHALL AFFECT THE RIGHTS OF THE PARTIES HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

13.12 Sellers' Representative

(a) Designation. The Seller Parties hereby designate the Sellers' Representative to serve as the Sellers' Representative as set forth in this Agreement. By signing this Agreement in the capacity of Sellers' Representative, the Sellers' Representative hereby accepts the appointment as the Sellers' Representative for purposes of this Agreement and the Escrow Agreement.

(b) Authority. Each Seller Party, by the execution of this Agreement, hereby irrevocably appoints the Sellers' Representative as the representative and agent for such Seller Party, with full power of attorney for the purpose of exercising the powers expressly granted to the Sellers' Representative in this Agreement and the Escrow Agreement. Within the scope of that purpose, each Seller Party grants the Sellers' Representative the full and exclusive power and authority to represent and bind such Seller Party with respect to all matters related to, arising under or pursuant to the express powers granted to the Sellers' Representative under this Agreement and the Escrow Agreement (including the taking by the Sellers' Representative of any and all actions and the making of any decisions required or permitted to be taken on such Sellers' behalf), including: (a) determining any adjustment to the Purchase Price and the calculation or payment of any such adjustment pursuant to Section 2.7, (b) taking any action that may be necessary or desirable, as determined by the Sellers' Representative in its sole discretion, in connection with the tax provisions of Article 11 of this Agreement, (c) executing, delivering and receiving, in its capacity as the Sellers' Representative, any and all notices, documents or certificates to be executed by the Sellers' Representative, on behalf of Seller Parties, in connection with this Agreement and the transactions contemplated hereby, (d) administering all matters related to or arising from the Escrow Agreement, including any disbursements thereunder, and (e) for taking any other action that is expressly delegated to the Sellers' Representative in this Agreement or any other purpose consistent with this Agreement or its appointment as representative of the Sellers. If and when acting as Sellers' Representative pursuant to such authority, the Sellers' Representative shall be agent for all such persons and have authority to bind each such person in connection with this Agreement.

(c) Exculpation. Sellers' Representative shall not be liable to any Seller except to the extent Sellers' Representative shall have engaged in willful misconduct, gross negligence, or Fraud. Sellers' Representative may consult with counsel in connection with its duties and will be fully protected in any act taken, suffered or permitted by him in good faith or in accordance with the advice of counsel. Each Seller hereby fully and forever releases and discharges Sellers' Representative from any and all claims, demands, rights of action or causes of action, present or future, whether the same be known, anticipated or unanticipated, resulting from or arising out of Sellers' Representative's actions pursuant to this Agreement or the Related Documents, except for the limited exceptions for Fraud, gross negligence, or willful misconduct cited above.

(d) Sellers' Representative Fund. The Sellers' Representative shall use the Sellers' Representative Fund to (i) make any payment, including any payments pursuant to Section 2.7(e)(ii), required to be made for the account of the Sellers' Representative pursuant to this Agreement, (ii) pay any Transaction Expenses not otherwise paid at the Closing or any Transaction Expenses incurred after the Closing and all costs and expenses incurred by the Sellers' Representative in connection with this Agreement or any Related Document, including costs and expenses incurred in connection with any pending or threatened dispute or claim with respect to this Agreement, or any Related Document or the transactions contemplated by this Agreement) and (iii) as determined by the Sellers' Representative in its reasonable discretion. The Sellers' Representative Fund will be held or disbursed, in whole or in part, as determined by the Sellers' Representative. Any amounts received by the Sellers' Representative may be used at the Sellers' Representative's discretion to increase the Sellers' Representative Fund. The retention by the Sellers' Representative of any amounts in the Sellers' Representative Fund shall not be used as evidence that the Sellers' Representative has any liability hereunder. If the Sellers' Representative determines to release all or a portion of the Sellers' Representative Fund, such amounts shall be distributed to the Sellers in accordance with the Seller Parties' Post-Closing Pro Rata Percentages.

13.13 Specific Performance. The parties hereto agree that irreparable damage could occur if any provision of this Agreement were not performed in accordance with the terms hereof or were otherwise breached. Accordingly, each of the parties hereto agrees that the parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement or to otherwise enforce specifically the performance of the terms and provisions hereof, in addition to any other remedy to which they are entitled at Law or in equity. Unless otherwise expressly stated in this Agreement, no right or remedy described or provided in this Agreement is intended to be exclusive or to preclude a party from pursuing other rights and remedies to the extent available under this Agreement, at Law or in equity.

[Signature Page Follows]

PURCHASER PARTIES SIGNATURE PAGE

IN WITNESS WHEREOF, each Purchaser Party has signed this Agreement to be effective as of the Effective Date.

PURCHASER:

CET FLIGHT HOLDCO, INC.

By: (Signed) "Authorized Signatory"____

CATHEDRAL ENERGY SERVICES LTD.

By: (Signed) "Authorized Signatory"_____

Purchaser Parties Signature Page To Equity Purchase Agreement

SELLER PARTIES' SIGNATURE PAGES

IN WITNESS WHEREOF, each Seller Party has signed this Agreement to be effective as of the Effective Date.

SELLERS: