Execution Version

EQUITY PURCHASE AGREEMENT

BY AND AMONG

HIVE HOLDINGS, INC.,

CANSORTIUM HOLDINGS LLC,

CANSORTIUM PENNSYLVANIA, LLC

AND,

solely with respect to Section 6.9 herein,

TRICK TAIL CAPITAL, LLC

Dated as of December 31, 2025

TABLE OF CONTENTS

Page

ARTICLE I CERTAIN DEFINITIONS ... 1
Section 1.1 Certain Definitions ... 1

ARTICLE II PURCHASE AND SALE TRANSACTIONS ... 10
Section 2.1 Purchase and Sale ... 10
Section 2.2 Purchase Price ... 10
Section 2.3 Post-Closing Adjustment ... 10
Section 2.4 Closing Transactions ... 10
Section 2.5 Tax Withholding ... 11

ARTICLE III REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY ... 12
Section 3.1 Organization; Authorization ... 12
Section 3.2 Non-contravention ... 12
Section 3.3 Capitalization ... 13
Section 3.4 Financial Statements and Related Matters ... 13
Section 3.5 Absence of Developments ... 14
Section 3.6 Company Assets ... 16
Section 3.7 Insurance ... 16
Section 3.8 Tax Matters ... 16
Section 3.9 Material Contracts ... 18
Section 3.10 Intellectual Property; Data Privacy and Security ... 19
Section 3.11 Litigation ... 20
Section 3.12 Brokerage ... 20
Section 3.13 Employees ... 21
Section 3.14 Employee Benefit Plans ... 22
Section 3.15 Compliance with Laws; Permits ... 24
Section 3.16 Affiliated Transactions ... 25
Section 3.17 Indebtedness; Transaction Expenses ... 25
Section 3.18 Product Liability ... 25
Section 3.19 Bank Accounts; Identification Numbers ... 25
Section 3.20 Member Organization; Authorization ... 25
Section 3.21 Material Suppliers ... 26
Section 3.22 Books and Records ... 26
Section 3.23 No Other Representations or Warranties ... 26

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF BUYER ... 26
Section 4.1 Organization; Authorization ... 26
Section 4.2 Non-contravention ... 27
Section 4.3 Sufficiency of Funds ... 27
Section 4.4 No Litigation ... 27
Section 4.5 Brokerage ... 27
Section 4.6 Non-Reliance ... 27

ARTICLE V [RESERVED] ... 28

ARTICLE VI ADDITIONAL AGREEMENTS...28
Section 6.1 Survival of Representations and Warranties...28
Section 6.2 General Indemnification...28
Section 6.3 Certain Tax Matters...29
Section 6.4 Indemnification Procedures...33
Section 6.5 Expenses...34
Section 6.6 Further Assurance and Post-Closing Actions...34
Section 6.7 Release...35
Section 6.8 Employee Matters...36
Section 6.9 Wind Down License...38
Section 6.10 Personal Information...38
Section 6.11 Company Name Change...39
Section 6.12 Customer Loyalty Program...39
Section 6.13 Guarantees for Leased Real Property...39
Section 6.14 Post-Close Regulatory Filings...39

ARTICLE VII RESERVED...39

ARTICLE VIII RESERVED...39

ARTICLE IX MISCELLANEOUS...39
Section 9.1 Amendment and Waiver...39
Section 9.2 Notices...39
Section 9.3 Assignment...40
Section 9.4 Severability...40
Section 9.5 Interpretation...41
Section 9.6 Entire Agreement; Exclusive Remedies...41
Section 9.7 Counterparts; Electronic Delivery...42
Section 9.8 Governing law; Waiver of Jury Trial...42
Section 9.9 Specific Performance...42
Section 9.10 No Third-Party Beneficiaries...42
Section 9.11 Disclosure Schedules...43
Section 9.12 Federal Cannabis Laws...43

Exhibits

Exhibit A – Reference NWC

Schedules

Schedule 6.3(e) – Purchase Price Allocation Methodology

EQUITY PURCHASE AGREEMENT

This Equity Purchase Agreement (this “Agreement”) is entered into as of December 31, 2025, by and among (i) Hive Holdings, Inc., a Delaware corporation (“Buyer”), (ii) Consortium Pennsylvania, LLC, a Pennsylvania limited liability company (the “Company”), (iii) Consortium Holdings LLC, a Florida limited liability company (the “Member”) and (iv) solely with respect to Section 6.9, Trick Tail Capital, LLC, a Wyoming limited liability company (“Trick Tail”). Buyer, the Company and the Member are collectively referred to herein as the “Parties”, and individually as a “Party”.

RECITALS

WHEREAS, the Company is engaged in the business of operating medical cannabis dispensaries in the Commonwealth of Pennsylvania;

WHEREAS, the Member owns beneficially and of record all of the issued and outstanding equity interests of the Company as of the date hereof (the “Equity”); and

WHEREAS, Buyer desires to purchase from the Member, and the Member desires to sell to Buyer, all of the Equity.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants contained herein and intending to be legally bound, the Parties hereby agree as follows:

ARTICLE I CERTAIN DEFINITIONS

Section 1.1 Certain Definitions. Capitalized terms used but not otherwise defined herein have the meanings set forth below.

“Accounts Payable” means, as of the applicable measurement time, the accounts payable of the Business to third parties arising from the purchase of inventory, goods and services in the ordinary course of business, determined in accordance with the historical practice of the Company, and shall (a) include trade payables and accrued but unbilled invoices for inventory, goods and services received on or prior to the applicable Cut-Off Time to the extent such amounts would be recorded as accounts payable under the historical practice of the Company and (b) exclude (i) any Indebtedness, (ii) any payables or amounts due to any Affiliate of the Company, the Member or its Affiliates, (iii) any liabilities for income Taxes, (iv) any deferred revenue, customer advances or rebates, (v) any accrued compensation and benefits, bonuses, vacation, payroll taxes or other employee-related liabilities, (vi) any litigation reserves or contingent liabilities and (vii) any payables not arising in the ordinary course of business. Accounts Payable shall be stated net of any duplicate, erroneous or disputed invoices to the extent supported by documentation.

“Affiliate” of any particular Person means any other Person controlling, controlled by or under common control with such Person, where “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by Contract or otherwise.

“Affiliated Group” means a group of Persons that elects, is required to, or otherwise files an income Tax Return or pays an income Tax as an affiliated group, consolidated group, combined group, unitary group, or other similar group recognized by applicable income Tax Law.

"Business" means the operation of the following three medical cannabis dispensaries located at (i) 1015 E. Main St., Annville, Pennsylvania 17003, (ii) 6200 Carlisle Pike, Mechanicsburg, Pennsylvania 17005 and (iii) 644 Frederick Street, Hanover, Pennsylvania 17331.

"Business Day" means any day other than a Saturday or Sunday or a day on which banks in New York, New York are required or authorized by Law to close.

"Business Employee" means the employees listed on Schedule 3.12(b) of the Disclosure Schedules.

"Buyer Group" means Buyer and its subsidiaries and Affiliates (including, following the Closing, the Company).

"Buyer Indemnified Parties" means the Buyer Group, their respective Affiliates and the direct and indirect equityholders, managers, members, partners, officers, directors, employees, agents, representatives, successors, beneficiaries and assigns thereof.

"Cash" means the cash and cash equivalents of the Business that are held at the Company's account with Parke Bank as of immediately before the Closing.

"Closing Cash Payment" means an amount of cash equal to Twelve Million Five Hundred Thousand Dollars ($12,500,000).

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

"Company Group" means the Company and the Member, or any of their respective Affiliates, or any one of them.

"Company's Knowledge" or "Knowledge of the Company" means the actual knowledge of David Vautrin, Matt Mundy, Victor Bindi and Patricia Fonseca, including the knowledge that each person would reasonably be expected to obtain in the course of diligently performing his or her duties for the Company.

"Contract" means any written or oral contract, lease, license, commitment, sales order, purchase order, agreement, indenture, mortgage, note, bond, instrument, plan or other comparable document, but excluding any Company Employee Benefit Plan.

"Cut-Off Time" means (a) with respect to the Reference Date, 11:59 p.m. Eastern Time on the Reference Date and (b) with respect to the Closing Date, 11:59 p.m. Eastern Time on the day before the Closing Date.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.

"Excluded Payroll Taxes" means any Taxes due under Section 3111(a) of the Code with respect to any compensatory payments made in connection with the transactions contemplated by this Agreement in the case of any employee of the Company whose wages from the Company for the 2025 Tax year exceeded $176,100.

"Federal Cannabis Laws" means any U.S. federal Laws, civil, criminal or otherwise, as such relate, either directly or indirectly, to the cultivation, harvesting, production, distribution, sale and possession of cannabis, marijuana or related substances or products containing or relating to the same, including, without limitation, the prohibition on drug trafficking under 21 U.S.C. § 841(a), et seq., the

conspiracy statute under 18 U.S.C. § 846, the bar against aiding and abetting the conduct of an offense under 18 U.S.C. § 2, the bar against misprision of a felony (concealing another’s felonious conduct) under 18 U.S.C. § 4, the bar against being an accessory after the fact to criminal conduct under 18 U.S.C. § 3, and federal money laundering statutes under 18 U.S.C. §§ 1956, 1957, and 1960 and the regulations and rules promulgated under any of the foregoing.

“Fluent” means Fluent Corp., an Ontario corporation.

“Fraud” means a claim for Delaware common law fraud with a specific intent to deceive brought by a party hereto against a party hereto based on a representation of such party contained in Article III or Article IV, as applicable. For the avoidance of doubt, “Fraud” does not include any claim for equitable fraud, constructive fraud, promissory fraud, unfair dealings fraud or any torts (including a claim for fraud) based on negligence or recklessness.

“Fundamental Representations” means the representations and warranties set forth in Section 3.1 (Organization; Authorization), clauses (a) and (b) of Section 3.2 (Non-Contravention), Section 3.3 (Capitalization), Section 3.8 (Tax Matters), Section 3.12 (Brokerage), Section 3.17 (Indebtedness; Transaction Expenses) and Section 3.20 (Member Organization; Authorization).

“GAAP” means United States generally accepted accounting principles, consistently applied.

“Governmental Entity” means any federal, state, county, city, town, municipal, local or foreign government authority, or any entity exercising executive, legislative, judicial, regulatory, Tax or administrative functions of or pertaining to government of the United States, or any other country, including any political subdivision, zoning authority or regulatory authority thereof, and any department, court arbitrator, agency or official of any of the foregoing.

“Indebtedness” means, without duplication, the aggregate dollar amount of: (a) all indebtedness of the Company for borrowed money, including all fees and interest accrued thereon, whether or not recorded as debt on the books and records of the Company, (b) all liabilities of the Company evidenced by a note, bond, debenture or other debt security, including all interest accrued thereon, (c) all liabilities under letters of credit, bankers’ acceptances or similar instruments, (d) liabilities owed by the Company to any Person with respect to any triggered severance, earned but unpaid bonus or other incentive compensation or unfunded or underfunded deferred compensation arrangements, (e) the employer portion of any payroll or other employment Taxes that are attributable to any amounts described in clause (d) whether or not payable on the Closing Date (but excluding any Excluded Payroll Taxes), (f) Pre-Closing Income Taxes, (g) all obligations of the Company under conditional sale or other title retention agreements relating to property purchased by the Company, (h) all obligations of the Company for the deferred purchase price of property or services (other than accounts payable to suppliers and similar accrued liabilities incurred in the Ordinary Course of Business and paid in a manner consistent with industry practice and other than any such obligations for services to be rendered in the future), (i) all finance lease obligations of the Company or any lease that would be required to be a finance lease under ASC 842 (except for the leases for Leased Real Property made available to the Buyer), (j) all declared but unpaid dividends, (k) guarantees of the obligations described in clauses (a) through (j) above of any other Person, in each case, outstanding as of the Closing, (k) all liabilities arising from any breach of any of the foregoing, and (l) for clauses (a) through (j), all accrued interest, fees, premiums, penalties, indemnities, costs, expenses and/or other amounts due in respect of any of the foregoing; provided, that Indebtedness shall not include any Transaction Expenses.

“Indemnified Taxes” means, without duplication, any liability for: (a) Taxes of the Company (other than Transfer Taxes) for any Pre-Closing Tax Period, or portion of any Straddle Period ending on

the Closing Date, (b) Taxes of any Person imposed on the Company as a transferee or successor, by Tax Sharing Agreement or pursuant to any Law, which Taxes relate to an event or transaction occurring before the Closing, (c) Taxes of any member of an Affiliated Group, of which the Company is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulations Section 1.1502-6 or any analogous or similar state, local or non-U.S. income Tax Law, and (d) the Member's share of Transfer Taxes. Indemnified Taxes shall exclude Taxes to the extent included in the Indebtedness or the Transaction Expenses.

"Insider" means an officer, director, manager, equityholder, employee or Affiliate of the Company Group (other than equityholders of Fluent in their capacity as public company stockholders) or any natural person related by marriage or adoption to any such natural person or any entity in which any such Person owns any beneficial interest.

"Intellectual Property" means any and all rights in, arising out of, or associated with any trademarks, service marks, brands, certification marks, logos, trade dress, trade names, and other similar indicia of source or origin, together with the goodwill connected with the use of and symbolized by, and all registrations, applications for registration, and renewals of, any of the foregoing, internet domain names, all associated web addresses, URLs, websites, business and technical information, databases, data compilations and collections, tools, methods, processes, techniques, and other confidential and proprietary information and all rights therein, computer programs, operating systems, applications, firmware, and other code, and all other intellectual property and proprietary rights.

"Inventory" means, as of the applicable measurement time, all inventories of the Business, including raw materials, work-in-process, finished goods, packaging and supplies, determined in accordance with the historical practice of the Company, consistently applied, as of the applicable Cut-Off Time.

"IT Assets" means software, systems, servers, computers, hardware, firmware, middleware, networks, data communications lines, routers, hubs, switches and all other information technology equipment, and all associated documentation, in each case, used or held for use in the operation of the business of the Company.

"Law" means any law, statute, regulation, ordinance, rule, common law, Order, decree, judgment, consent decree, settlement agreement or governmental requirement enacted, promulgated, entered into, agreed or imposed by any Governmental Entity, but excluding Federal Cannabis Laws.

"Leased Real Property" means all leasehold, subleasehold, licensed estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by the Company.

"Lien" means any mortgage, deed of trust, pledge, hypothecation, lien (statutory or otherwise), security interest, encumbrance, charge, easement, right-of-way, encroachment, covenant, condition, restriction, or any other title defect, option, right of first refusal, right of first offer or restriction on transfer, use, voting, receipt of income or distribution or any other attribute of ownership.

"Loss" means any loss, liability, damage, contingency, judgment, fine, penalty, deficiency, claim, demand (whether or not arising out of a Third Party Claim), including any reasonable fees, costs and expenses of attorneys, accountants, consultants, investigators, experts and other professionals and any other amounts paid in respect of the investigation, defense, assertion or settlement of any claim or the enforcement of any rights under this Agreement, including the fees, costs and expenses incurred in respect of any audit, examination or controversy; provided, however, that Loss shall exclude punitive or

exemplary damages, except to the extent that any such damages or losses are required to be paid to a third party pursuant to a Third Party Claim.

“Material Adverse Effect” means any change, event, occurrence or development (any such item, an “Effect”) that, individually or in the aggregate, has or would reasonably be expected to have a material adverse effect on the financial condition, business or results of operations of the Company, taken as a whole; provided, however, that no Effect caused by or resulting from any of the following, either alone or in combination, shall constitute or be taken into account in determining whether there has been or will be a Material Adverse Effect: (a) any Effect affecting the economy of the United States generally, including changes in the credit, debt, capital or financial markets (including changes in interest or exchange rates) or the economy of any region or country in which the Company conducts business; (b) any Effect affecting the industries in which the Company conducts business; (c) any Effect arising in connection with acts of god, disasters, emergencies, calamities, epidemics, pandemics, disease outbreaks (including COVID-19, SARS-CoV-2 virus or any mutation or variation thereof) or similar events, or global, national or regional political or social actions or conditions, including hostilities, military actions, political instability, acts of terrorism (including cyber terrorism) or war or any escalation or material worsening of any such hostilities, military actions, political instability, acts of terrorism (including cyber terrorism) or war whether commenced before or after the date hereof; (d) any failure, in and of itself, by the Company to meet any internal or published projections, forecasts or revenue or earnings predictions for any period (it being understood that the facts or occurrences giving rise to such failure may be taken into account in determining whether there has been or will be, a Material Adverse Effect); (e) any matter of which Buyer is aware on the date hereof, including any matter disclosed on the Disclosure Schedules; (f) compliance with, or any action required to be taken by the Company under the terms of this Agreement or in connection with the transactions contemplated by this Agreement; (g) any Effect that results from any action taken at the request of Buyer or with Buyer’s consent; (h) the announcement of the execution of this Agreement, or the pendency of the transactions hereby, including the effects of such transactions on relationships with customers, suppliers, Governmental Entities, employees, or other third-party relationships; (i) any change in Law; or (j) any breach by Buyer of its obligations under this Agreement, unless, in the cases of clauses (a), (b), (c) or (i) above, such changes have or would reasonably be expected to have a materially disproportionate impact on the financial condition, business or results of operations of the Company, taken as a whole, relative to other affected participants in the industries in which the Company conducts business (in which case, only the incremental disproportionate impact shall be taken into account in determining whether there has been a Material Adverse Effect).

“Net Working Capital” means, as of the measurement time, an amount equal to Inventory minus Accounts Payable, and, for the avoidance of doubt, shall not include any other current asset or current liability or any other balance sheet item.

“Order” means any judgment, decision, decree, order, injunction, writ, stipulation, determination, charge, ruling or award (whether judicial, administrative, arbitral or regulatory) of any Governmental Entity.

“Ordinary Course of Business” means the ordinary course of business, consistent with past practice during the twelve-month period prior to the Closing Date. “Ordinary Course of Business” shall not include any actions taken in anticipation and negotiation of this Agreement or the Closing.

“Pennsylvania Cannabis Laws” means the marijuana establishment Laws of any jurisdictions within the Commonwealth of Pennsylvania to which the Company is, or may at any time become, subject, and the rules and regulations adopted by the Pennsylvania Department of Health, Bureau of Medical Marijuana (the “Department”) or local Governmental Entity with authority to regulate any marijuana operation (or proposed marijuana operation).

"Permits" means all licenses, permits, certificates, exemptions, consents, waivers, concessions, variances, authorizations, approvals, registrations and similar privileges or rights to operate or conduct any business granted by any Governmental Entity, including the Marijuana Permits.

"Permitted Liens" means (a) Liens for Taxes, assessments or other governmental charges not yet delinquent or being contested in good faith by appropriate proceedings, and (b) mechanics', carriers', workers', repairers' and other similar Liens arising or incurred in the ordinary course of business for obligations that are not overdue or are being contested in good faith by appropriate proceedings.

"Person" means any natural person, sole proprietorship, partnership, joint venture, trust, unincorporated association, corporation, limited liability company, entity, arbitrator or Governmental Entity.

"Personal Information" means information that identifies or could be used to identify an individual person, in addition to any definition for "personal information" or any similar term (including "personally identifiable information," "PII," "protected health information" or "PHI") under applicable Law.

"Pre-Closing Income Taxes" means without duplication, the unpaid amount of income Taxes of the Company attributable to any Pre-Closing Tax Period for which the final Tax Returns are not yet due and have not been filed, calculated consistently with the Company's past practice (including reporting positions, filing jurisdictions, elections and accounting methods); provided that the calculation of Pre-Closing Income Taxes shall (a) exclude any deferred Tax liabilities and deferred Tax assets, (b) exclude any Taxes resulting from or attributable to (i) a breach of a covenant by Buyer, the Company or any of their respective Affiliates after the Closing, (ii) any transactions outside of the Ordinary Course of Business occurring after the Closing or (iii) any financing or refinancing arrangements or transactions entered into in connection with this Agreement any other financing or refinancing arrangements entered into at any time by or at the direction of Buyer or its Affiliates, (c) be determined as of the end of the Closing Date as if the taxable year of the Company ended at the close of the Closing Date (with respect to a Straddle Period, determined in accordance with Section 6.3(c)), (d) take into account only jurisdictions in which the Company is currently filing an income Tax Return, (e) exclude contingent liabilities and liabilities for accruals or reserves established or required to be established under GAAP, and (f) take into account any available Tax attributes of Company to the extent available under applicable Law to reduce taxable income or Taxes payable.

"Pre-Closing Tax Period" means any taxable period of the Company that ends on or before the Closing Date and the portion of any Straddle Period up to and including the Closing Date.

"Privacy Laws" means, to the extent applicable to the Company, any Laws regulating the Processing of Personal Information.

"Proceeding" means any complaint, demand, action, claim, counterclaim, suit, charge, grievance, mediation, inquiry, arbitration, audit, hearing, investigation, litigation or other proceeding of any nature (whether civil, criminal, administrative, judicial or investigative, whether public or private) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Entity, government official, mediator or arbitrator.

"Process" means the creation, collection, use, storage, maintenance, processing, recording, distribution, transfer, transmission, receipt, import, export, protection, safeguarding, access, disposal or disclosure or other activity regarding data, including Personal Information, and all equivalent meanings under applicable Privacy Laws.

"Reference Date" means November 30, 2025.

"Security Breach" means any (a) security breach or breach of Personal Information under applicable Privacy Laws; (b) unauthorized access, acquisition, use, disclosure, modification, deletion, or destruction of data (including Personal Information); or (c) unauthorized interference with system operations of IT Assets, including any phishing incident or ransomware attack.

"Seller Indemnified Parties" means the Member, their respective Affiliates and the direct and indirect equityholders, managers, members, partners, officers, directors, employees, agents, representatives, successors, beneficiaries and assigns thereof.

"Straddle Period" means any taxable period of the Company that includes (but does not end on) the Closing Date.

"Tax" (and, with correlative meaning, "Taxes," "Taxable" and "Taxing") means any net or gross income, net or gross receipts, net or gross proceeds, capital gains, capital stock, sales, use, user, leasing, lease, transfer, natural resources, premium, ad valorem, value added, franchise, profits, gaming, license, capital, withholding, payroll or other employment, estimated, goods and services, severance, excise, stamp, fuel, interest equalization, registration, recording, occupation, premium, turnover, personal property (tangible and intangible), real property, alternative or add-on, windfall or excess profits, environmental, social security, disability, unemployment or other tax, together with any interest, penalties, or additions with respect thereto, and any interest in respect of such penalties or additions.

"Tax Return" means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule or attachment thereto, and any amendments, submitted to (or required under applicable Laws to be submitted to) a Governmental Entity.

"Tax Sharing Agreement" means any agreement including any provision thereof pursuant to which the Company is obligated to indemnify any Person for, or otherwise pay, any Tax of another Person (other than any agreement a primary purpose of which does not relate to Taxes, including any such agreement for property Taxes payable with respect to leases of property).

"Trademarks" means trademarks, service marks, certification marks, trade names, trade dress, logos, slogans, tag lines, and other source or business identifiers or designators of origin (all whether registered or not), all applications and registrations for any of the foregoing, all renewals and extensions thereof, and all common law rights in and goodwill associated with any of the foregoing any rights recognized under applicable Law that are equivalent or similar to any of the foregoing.

"Transaction Agreements" means this Agreement, the Disclosure Schedules, and such other documents, certificates and agreements contemplated hereby.

"Transaction Expenses" means the (i) fees, costs and expenses (including the fees, costs and expenses of legal counsel, investment bankers, brokers and other advisors) incurred or otherwise payable by the Company in connection with or related to the sales process, the preparation, negotiation, documentation and execution of this Agreement and the other agreements contemplated hereby, the performance of each such Party's obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, in each case whenever due and payable and (ii) any and all change of control, stay bonus, transaction completion bonus, severance payment or other similar payments incurred by the Company at or prior to the Closing and made or required to be made to the current or former directors, managers, officers, independent contractors or employees of, or consultants or advisors to, the Company solely as a result of this Agreement or the transactions contemplated hereby,

together with any employment and similar Taxes payable by the Company in connection with such payments.

“Treasury Regulations” means the United States Treasury Regulations promulgated under the Code, and any reference to any particular Treasury Regulation Section shall be interpreted to include any final or temporary revision of or successor to that Section regardless of how numbered or classified.

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

Section 1.1 Other Defined Terms. The following terms are defined in the sections indicated.

Agreement...preamble
Assessments...3.15(d)
Asset Purchase Price Allocation...6.3(e)
Balance Sheets...3.4(a)
Buyer...preamble
Cap...6.2(b)
Claim Notice...6.4(d)
Closing...2.4(a)
Closing Date...2.4(a)
Closing NWC...2.3(b)
Closing NWC Review Period...2.3(b)
Company...Recitals
Company Employee Benefit Plan...3.14(a)
Company Governing Documents...Section 3.1
Company P&L...3.4(a)
Credit Agreement...3.4(a)
CSA...9.12
Deductible Amount...Section 6.2(b)
Disclosure Schedules...Article III
Equity...Recitals
Excluded Federal Claims...9.12(a)
Existing Fluent Branding...Section 6.9(a)
Final NWC...2.3(c)
Fluent Name and Marks...6.9(a)
Fundamental Representation Termination Date...Section 6.1
Independent Accountant...6.3(e)
IRS...3.14(a)
Latest Balance Sheet...3.4(a)
Latest Balance Sheet Date...3.4(a)
Lien Releases...2.5(b)(i)
Marijuana Permits...3.15(c)
Material Contract...3.9(b)
Material Suppliers...3.21
Member...preamble
New Plans...6.8(d)
Non-Fundamental Representation Termination Date...Section 6.1
Non-Transferred Employees...6.8(a)
NWC Threshold...2.3(d)

Objection Notice ... 6.4(d)
Overage Amount ... 2.3(d)
Party ... preamble
Pre-Closing Tax Refund ... 6.3(g)
Purchase Price ... 2.2
Reference NWC ... 2.3(a)
Shortfall Amount ... 2.3(d)
Survival Period ... 6.1
Tax Contest ... 6.3(d)
Tax Representation Termination Date ... 6.1
Third Party Claim ... 6.4(a)
Transfer Taxes ... 6.3(f)
Transferred Employees ... 6.8(a)
Trick Tail ... preamble
Union ... 3.5

ARTICLE II

PURCHASE AND SALE TRANSACTIONS

Section 2.1 Purchase and Sale. Subject to the terms and conditions set forth herein, at the Closing, the Member shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from the Member, all of the Equity, free and clear of all Liens, which Equity shall comprise all of the issued and outstanding equity interests of the Company such that immediately after the consummation of such purchase and sale the Company shall be a wholly-owned subsidiary of Buyer.

Section 2.2 Purchase Price. The aggregate consideration (to be delivered in the manner described in Section 2.4(c) and subject to Section 2.3(d)) for the Equity to be purchased by Buyer hereunder shall be an aggregate amount equal to the Closing Cash Payment (the "Purchase Price").

Section 2.3 Post-Closing Adjustment.

(a) Reference NWC. Attached hereto as Exhibit A is a statement that sets forth the Net Working Capital as of the Reference Date (the "Reference NWC"), including line-item detail Inventory and Accounts Payable as of the Cut-Off Time on the Reference Date.

(b) Closing NWC. Not later than March 31, 2026, Buyer will deliver to the Member a statement setting forth Buyer's calculation of Net Working Capital as of the Closing Date ("Closing NWC"), including line-item detail for Inventory and Accounts Payable as of the Cut-Off Time on the Closing Date.

(c) Member Review Period. The Member shall have ten (10) Business Days from the receipt of the Buyer's calculation of Closing NWC (such period, the "Closing NWC Review Period") to deliver a written notice to Buyer setting forth the Member's computation of Closing NWC. If the Member timely disputes Buyer's calculation of Closing NWC within the Closing NWC Review Period, the Member and Buyer will use commercially reasonable and good faith efforts to reach an agreement in respect thereof. The Closing NWC shall be deemed final and conclusive (such final and conclusive calculation, the "Final NWC") upon the later of (i) the expiration of the Closing NWC Review Period, if Member does not dispute Buyer's calculation of Closing NWC before the expiration of the Closing NWC Review Period, or (ii) if Member does dispute Buyer's calculation of Closing NWC, the date upon which the parties reach an agreement in respect thereof.

(d) Purchase Price Adjustment. If the Final NWC is less than the Reference NWC by more than $500,000 (the “NWC Threshold”) (such shortfall amount in excess of the NWC Threshold, if any, the “Shortfall Amount”), then the Member shall pay, or cause to be paid, an amount in cash equal to the Shortfall Amount. If the Final NWC is more than the Reference NWC by more than the NWC Threshold (such overage amount in excess of the NWC Threshold, if any, the “Overage Amount”), then Buyer shall pay, or cause to be paid, an amount in cash equal to the amount of such Overage Amount.

Section 2.4 Closing Transactions.

(a) Closing. Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the "Closing") shall be consummated via electronic transmission of executed signature pages to the applicable Transaction Agreement at 10:00 am Eastern Time on the date thereof. The day on which the Closing takes place shall be

referred to as the “Closing Date”. The Closing shall be effective as of 12:01 am Eastern Time on the Closing Date.

(b) Company and Member Closing Deliveries. At or prior to the Closing, the Company or the Member, as applicable, shall deliver to Buyer, each in form and substance satisfactory to Buyer:

(i) duly-executed documentation from the lenders (or agent on behalf of the lenders) under the Credit Agreement evidencing release and termination of all Liens on the Equity or any assets of the Company and release of any guarantees by the Company in respect thereof (“Lien Releases”);

(ii) a certificate of good standing (or the equivalent thereof) for the Company issued by the Secretary of State of the Commonwealth of Pennsylvania;

(iii) resignations of all officers of the Company;

(iv) evidence reasonably satisfactory to Buyer that the Company has more than $550,000 in Cash;

(v) evidence reasonably satisfactory to Buyer that any intercompany balances owed by the Company to an Insider or owed by an Insider to the Company have been satisfied; and

(vi) properly completed and executed IRS Form W-9 (A) identifying the Company as an entity that is disregarded as separate from its “regarded” tax owner within the meaning of Treasury Regulations Section 301.7701-2(c)(2)(i), and (B) certifying that such “regarded” tax owner is a “United States person” within the meaning of Code Section 7701(a)(30)(C) (pursuant to Code Section 7874(b) and Code Section 1445(f)(3)) and is exempt from U.S. backup withholding.

(c) Buyer Closing Deliveries. At or prior to the Closing as set forth below, Buyer (or an Affiliate of Buyer) shall (i) pay (or cause to be paid) to the Member, the Closing Cash Payment and (ii) provide offer letters for all Business Employees.

Section 2.5 Tax Withholding. Notwithstanding anything herein to the contrary, the applicable Party, shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any Person such amounts that such Party shall determine in good faith it is required to deduct and withhold from such Person under the Code and the rules and regulations promulgated thereunder, or any other provision of applicable Tax Law; provided, however, that if Buyer or the Company (or any Affiliate thereof), as applicable, becomes aware of any such requirement to deduct or withhold, Buyer shall notify the Member of any amounts intended to be deducted or withheld under this Section 2.5 at least three (3) Business Days prior to so deducting or withholding and shall cooperate in good faith with the Member to minimize or eliminate such deduction or withholding to the maximum extent permitted by applicable Law. To the extent that amounts are so withheld, such withheld amounts, to the extent paid over to the applicable Governmental Entity in such manner as may be required by applicable Law, shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made.

ARTICLE III

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY

As an inducement to Buyer to enter into this Agreement and consummate the transactions contemplated hereby, the Company and the Member hereby represent and warrant to Buyer that the following representations and warranties are true and correct as of the date hereof (except as to any representations and warranties that specifically relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date) except as set forth in the disclosure schedules delivered by the Company and the Member to the Buyer as of the date of this Agreement (the “Disclosure Schedules”):

Section 3.1 Organization; Authorization. The Company is a limited liability company duly formed, validly existing and in good standing under the Laws of Pennsylvania. The Company has full power and authority to own, lease and operate its properties and assets and to carry on its business as now being conducted, except under Federal Cannabis Laws. Neither the character of the Company’s properties or the nature of the Company’s businesses requires the Company to qualify to do business as a foreign entity in any jurisdiction. The Company is not in default under and has not violated any provision of the copies of the certificate of organization and the limited liability company operating agreement of the Company (the “Company Governing Documents”), complete and accurate copies of which have been made available to Buyer. The Company has the full power and authority to execute and deliver each agreement contemplated hereby to which it is a party and to consummate the transactions contemplated hereby and thereby. The Member has duly approved this Agreement and all other agreements contemplated hereby to which the Company is a party and has duly authorized the execution and delivery of this Agreement and all other agreements contemplated hereby to which the Company is a party and the consummation of the transactions contemplated hereby and thereby. No other proceedings on the part of the Company are necessary to approve and authorize the execution and delivery of the agreements contemplated hereby to which it is a party and the consummation of the transactions contemplated hereby and thereby. All agreements contemplated hereby to which the Company is a party have been duly executed and delivered by the Company and constitute the valid and binding agreements of the Company enforceable against the Company in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally or Federal Cannabis Laws and by general equitable principles.

Section 3.2 Non-contravention.

(a) Except as set forth on Schedule 3.2 of the Disclosure Schedules, the execution, delivery and performance by the Company and the Member of this Agreement and the other Transaction Agreements to which any of them will be a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (i) conflict with or result in a violation or breach of, or default under, any provision of the certificate of incorporation, by-laws or other organizational documents of the Company or the Member; (ii) conflict with or result in a violation or breach of any provision of any Law or Order applicable to the Member or the Company, except for Federal Cannabis Laws; (iii) require the consent, notice or other action by any Person under, conflict with, result in a violation or breach of, constitute a default or an event that, with or without notice or lapse of time or both, would constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel any Contract to which the Company or the Member is a party or by which any of them are bound or to which any of their respective properties and assets are subject (including any Material Contract) or any Permit affecting the properties, assets or business of the Company, except for Federal Cannabis Laws; or (iv) result in the creation or imposition of any lien other than Permitted Liens on any properties or assets of the Company. No consent, approval, Permit, Order, declaration or

filing with, or notice to, any Governmental Entity is required by or with respect to the Member or the Company in connection with the execution and delivery of this Agreement and the other Transaction Agreements to which the Member is or will be a party, and the consummation of the transactions contemplated hereby and thereby.

Section 3.3 Capitalization.

(a) The Company is a limited liability company with a single member. The Member owns of record and beneficially 100% of the Equity free and clear of all Liens (other than any restrictions under applicable securities Laws) and the Equity constitutes all of the issued and outstanding equity interests of the Company. Upon consummation of the transactions contemplated herein in accordance with the terms thereof, the Buyer will hold good and marketable title to all of the Equity of the Company, free and clear of any Liens whatsoever, other than Liens resulting from acts, events, or circumstances solely within the control of the Buyer and restrictions under applicable securities Laws. There are no outstanding or authorized options, warrants, Contracts, calls, puts, rights to subscribe, conversion rights or other similar rights to which the Company is a party, or which are binding upon the Company providing for the issuance, disposition or acquisition of any equity interests of the Company (other than this Agreement). There are no outstanding or authorized equity appreciation, phantom interests, profits interests or similar rights with respect to the Company. Other than the Company Governing Documents, there are no shareholder or equityholder agreements, voting trusts, proxies or other Contracts or understandings with respect to the voting of the Equity. The Company is not subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any of the Equity. No former direct or indirect holder of any equity interests of the Company has any claim or rights against the Company that remains unresolved or to which the Company has or may have any liability, and, to the Company's Knowledge, no such claim is threatened. The Company has no obligation to make any investment (in the form of a loan, capital contribution or otherwise) in any Person.

(b) The Company has no, and has never had, any subsidiaries and does not own (and has not owned or held) any equity interests of any other Person or any other interest in any other Person or any rights to acquire any such equity interests or other interest.

Section 3.4 Financial Statements and Related Matters.

(a) Attached as Schedule Section 3.4(a) of the Disclosure Schedules is the unaudited balance sheet of the Company as of November 30, 2025 (the "Latest Balance Sheet" and the date thereof, the "Latest Balance Sheet Date") and the unaudited balance sheet of the Company as of December 31, 2024 (together with the Latest Balance Sheet, the "Balance Sheets"), and the related statements of profit and loss for the eleven (11) month period ended on the Latest Balance Sheet Date and the twelve (12) month period ended on December 31, 2024 (the "Company P&Ls"). The Balance Sheets and the Company P&Ls (i) are true and accurate in all material respects with respect to the information therein, (ii) fairly present the financial condition of the Company in all material respects, and (iii) were prepared in accordance with the books and records of the Company and the Company's historical practice (consistent with the financial information reported under that certain Credit Agreement, dated as of November 26, 2024, by and among Consortium Inc, Chicago Atlantic Admin, LLC and the other parties thereto (the "Credit Agreement"), including with respect to the inclusion or omission of information such as allocations of costs from the Member and its Affiliates to the Company).

(b) Except as set forth on Schedule Section 3.4(b) of the Disclosure Schedules, the Company has no liabilities or obligations of any nature whatsoever (whether accrued, absolute, known, unknown, matured, unmatured, fixed, contingent, liquidated, unliquidated or otherwise), and there is no existing condition, fact or set of circumstances that has resulted in or would reasonably be expected to result in any such liabilities or obligations except for: (i) performance obligations under Contracts described on Schedule Section 3.9(a) (or under Contracts entered into in the Ordinary Course of Business, none of which involves non-performance or a breach), (ii) liabilities reflected (and reserved for) on the face of the Latest Balance Sheet and (iii) liabilities of the type set forth on the face of the Latest Balance Sheet which have arisen after the date of the Latest Balance Sheet in the Ordinary Course of Business (none of which is a liability for breach of Contract or involves a tort, infringement, claim, lawsuit, warranty or environmental, health or safety matter), none of which individually or in the aggregate is material to the business, results of operations or financial condition of the Company.

(c) The inventories of the Company, including those reflected in the Latest Balance Sheet, (i) are of a quantity and quality usable and saleable in the Ordinary Course of Business within a reasonable period of time and without discount outside of the Ordinary Course of Business and (ii) are merchantable and fit and sufficient for their particular purpose and are reasonable in kind and amount in light of the normal needs of the Company. Other than such inventory sold or otherwise disposed of in the Ordinary Course of Business, all such inventory is owned by the Company free and clear of all Liens, other than Permitted Liens, and no such inventory is held on a consignment basis.

Section 3.5 Absence of Developments.

(a) Since the Latest Balance Sheet Date and except as set forth in Schedule Section 3.5 of the Disclosure Schedules, there has not been, with respect to the Company, any:

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

(ii) amendment of the Company Governing Documents;

(iii) split, combination or reclassification of any shares of capital stock or other equity capital;

(iv) issuance, sale or other disposition of any of its capital stock or interests;

(v) declaration or payment of any dividends or distributions on or in respect of any capital stock or other equity capital or redemption, purchase or acquisition of capital stock or other equity capital (other than in the Ordinary Course of Business consistent with past practice);

(vi) material change in any method of accounting or accounting practice;

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

(viii) incurrence, assumption or guarantee of any indebtedness for borrowed money except unsecured current obligations and liabilities incurred in the Ordinary Course of Business consistent with past practice;

(ix) transfer, assignment, sale or other disposition of any of the assets shown or reflected in the Latest Balance Sheet or cancellation of any debts or entitlements (other than in the Ordinary Course of Business consistent with past practice or in connection with the transactions contemplated by this Agreement);

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

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

(xii) acceleration, termination, material modification to or cancellation of any material Contract (including any Material Contract) to which the Company is a party or by which it is bound;

(xiii) material capital expenditures;

(xiv) imposition of any Lien upon any properties, capital stock or assets, tangible or intangible;

(xv) other than in the Ordinary Course of Business, grant of any bonuses, whether monetary or otherwise, or increase in any wages, salary, severance or other compensation or benefits in respect of the Business Employees, other than as provided for in any written agreements or required by applicable Law;

(xvi) hiring or promoting any Business Employee with an annual compensation in excess of $150,000 except in the Ordinary Course of Business;

(xvii) adoption, modification or termination of any: (i) employment, severance, retention or other agreement with any Business Employee or any officer, director, or individual independent contractor or consultant providing services to the Company, in each case with an annual compensation in excess of $150,000, except in the Ordinary Course of Business, (ii) Company Employee Benefit Plan or (iii) collective bargaining agreement or other Contract with a union, works council or labor organization (a "Union");

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

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

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

(xxi) purchase, lease or other acquisition of the right to own, use or lease any property or assets for an amount in excess of $100,000, individually (in the case of a lease, per annum) or $250,000 in the aggregate (in the case of a lease, for the entire term of the lease, not including any option term), except for purchases of inventory or supplies in the Ordinary Course of Business consistent with past practice;

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

(xxiii) material Tax election made, modified or revoked except as required by applicable Law, adoption or change in any Tax accounting method except as required by applicable Law, amendment to any material income Tax Return, consent to any extension (other than in connection with the filing of a Tax Return in the ordinary course), surrender any right to a refund of a material amount of Taxes, or any “closing agreement” entered into, in each case other than in the Ordinary Course of Business; or

(xxiv) any Contract to do any of the foregoing.

Section 3.6 Company Assets.

(a) Schedule 3.6(a) of the Disclosure Schedules sets forth a true, accurate list of the assets owned by the Company.

(b) The Company owns good, marketable and valid title to, or holds a valid leasehold interest in or other contractual right to use, all of the tangible assets used by the Company and located on the premises of the Business, free and clear of all Liens (other than Liens that will be released substantially currently with, or prior to, the Closing or rights under the leases or contracts with respect thereto).

Section 3.7 Insurance.

For the twelve-month (12) period prior to the Closing Date, the Company Group has maintained the insurance policies with respect to the Company, all of which are in full force and effect as of the date of this Agreement. With respect to each insurance policy, (a) no member of the Company Group is in material breach or material default (including any such breach or default with respect to the payment of premiums or the giving of notice of claims) and, to the Knowledge of the Company, no event has occurred that, with notice or the lapse of time or both, would constitute such a material breach or material default, or permit termination or modification, under any such policy, and (b) during the twelve-month (12) period prior to the date of this Agreement, no member of the Company Group has received a written notice of cancellation or termination other than in connection with ordinary renewals.

Section 3.8 Tax Matters.

(a) The Company has filed all income and other material Tax Returns required to have been filed by it prior to the Closing Date pursuant to applicable Laws (taking into account applicable extensions of time to file), and all such Tax Returns are accurate, complete and correct in all material respects.

(b) The Company has paid all Taxes due and payable by it prior to the Closing Date (whether or not shown or required to be shown on any Tax Return).

(c) The Company has withheld or collected (i) all material amounts from payments to its employees, agents, contractors, nonresidents, shareholders, lenders, and other Persons and (ii) all material sales, use, ad valorem, and value added Taxes, in each case to the extent required by applicable Law. The Company has complied in all material respects with all information reporting and backup withholding provisions of applicable Tax Laws. The Company has remitted all such withheld or collected Taxes to the proper Governmental Entity in accordance with all applicable Laws.

(d) In the past three (3) years, the Company has not received any claim in writing by a Governmental Entity in a jurisdiction where the Company does not file Tax Returns or pay Taxes that the Company is subject to taxation by or required to file Tax Returns in that jurisdiction, which claim has not been resolved. No deficiency with respect to any Taxes has been proposed, asserted or assessed against the Company in writing in the last five (5) years that has not been fully resolved. No audits or other legal Proceedings are in progress, pending, or have been threatened in writing with regard to any Taxes or Tax Returns of the Company. The Company has not executed or filed with any Governmental Entity any agreement or other document extending or having the effect of extending the statute of limitations for assessment, collection, or other imposition of any Tax (other than extensions of time to file a Tax Return), which agreement or other document remains in effect.

(e) There are no Liens for Taxes (other than Permitted Liens for Taxes) upon any of the assets of the Company.

(f) The Company is, and has been at all times since its formation, classified as either a partnership or a disregarded entity for U.S. federal and applicable state income Tax purposes.

(g) The Company has not engaged in any listed transactions defined in Treasury Regulation Section 1.6011-4(b)(2).

(h) The Company is not party to or bound by any Tax Sharing Agreements.

(i) The Company is not, and has not been, a member of any Affiliated Group, other than the Affiliated Group of which it is or was a member. The Company has no liability for the Taxes of any Person under any provision of federal, state, local, or non-U.S. Tax Law, as a transferee or successor, as a result of joint or several liability, or by Contract (other than Contracts a principal purpose of which is not Tax).

(j) The Company has not requested or received a written ruling from any taxing authority affecting the amount of Tax due from the Company after the Closing Date. Other than powers of attorney executed by the Company in the Ordinary Course of Business for the purposes of filing Tax Returns and responding to inquiries related thereto all of which may be terminated after the Closing, no power of attorney with respect to Taxes has been executed or filed with any taxing authority by or on behalf of the Company that will remain in effect at the Closing.

No representation or warranty is made as to the existence, amount or other aspect of any net operating or capital loss, carryovers, carryforwards of business or other tax credits, tax basis, earnings and profits or any other tax attribute of the Company. No representation or warranty with respect to Tax

matters shall be deemed to apply direct or indirectly with respect to any taxable period (or portion thereof) beginning after the Closing Date.

Section 3.9 Material Contracts.

(a) Except as set forth on Schedule 3.9(a) of the Disclosure Schedules, the Company is not party to, or bound by, any:

(i) Contract relating to Indebtedness or to mortgaging, pledging or otherwise placing a Lien on any of the Company’s assets or to the guaranty of any obligation for borrowed money or otherwise;

(ii) letter of credit arrangements;

(iii) Contract with respect to the lending or investing of funds;

(iv) Contract or lease under which the Company is a lessee of or holds or operates any property, real or personal, owned by any other Person;

(v) Contract under which the Company is a lessor of or permits any third party to hold or operate any property, real or personal, owned or controlled by the Company;

(vi) Contract which contains any minimum volume requirement, “take or pay provisions” or most favored nations provision;

(vii) Contract which contains any provision with respect to exclusivity in favor of any third Person;

(viii) Contract prohibiting, limiting or otherwise restricting in any way the Company from soliciting customers or suppliers, or soliciting or hiring employees, of any other Person;

(ix) Contract involving the settlement of any Proceeding or threatened Proceeding in the past three (3) years;

(x) all Contracts that provide for the indemnification by the Company of any Person, other than Contracts entered into the Ordinary Course of Business, the primary purpose of which is not to provide for the indemnification by the Company of any Person, or the assumption of any Tax or other liability of any Person;

(xi) Contract (including letters of intent) relating to any business acquisition or disposition of any Person or line of business (whether by merger, consolidation or other business combination, sale of securities, sale of assets or other similar transaction) entered into during the past three years;

(xii) Contract with any Governmental Entity or any Contract that is a subcontract or sublicense with respect to any Contract or sublicense among one or more third parties and a Governmental Entity;

(xiii) Contract with an Insider;

(xiv) Contract with a Material Supplier;

(xv) Contract under which the Company is a licensor or otherwise grants to any Person any right or interest relating to any material Intellectual Property or the Company; or under which the Company is a licensee or otherwise granted any right or interest relating to the Intellectual Property of any Person that is material to the Company, other than licenses to off-the-shelf software that is generally commercially available and open source software;

(xvi) any other Contract material to the business of the Company or its assets not otherwise disclosed in sections (i) through (xiii), above, it being understood that any Contract with a value in excess of $250,000 shall be considered material; and

(xvii) all collective bargaining agreements or Contracts with any Union.

(b) (i) No Material Contract has been breached (and there are no anticipated breaches) in any respect or cancelled by any party thereto, and, to the Company’s Knowledge, there has been no event which, upon giving of notice or lapse of time or both, would constitute such a breach or default, (ii) the Company and, to the Company’s Knowledge, each counterparty has performed all obligations under each Material Contract required to be performed and no facts exist which would render such performance unlikely, (iii) each Material Contract is legal, valid, binding and enforceable against the Company and, to the Company’s Knowledge, against each other party thereto, and is in full force and effect, and will continue to be in full force and effect and legally and validly binding and enforceable against, each other party thereto following the consummation of the transactions contemplated hereby (subject to bankruptcy, moratorium and similar Laws and subject to the application of specific performance and other equitable principles), (iv) no counterparty to a Material Contract has notified the Company in writing or, to the Knowledge of the Company, orally, of such counterparty’s termination of or intent to terminate a Material Contract, and (v) no party to a Material Contract has made a claim of force majeure. For purposes of this Agreement, “Material Contract” means each Contract listed or required to be listed on Schedule Section 3.9(a). The Company has heretofore delivered to Buyer a true and correct copy of all Material Contracts (and a true and correct written description of all oral Material Contracts), together with all amendments, exhibits, attachments and waivers thereto.

Section 3.10 Intellectual Property; Data Privacy and Security.

(a) Schedule 3.10(a) of the Disclosure Schedules contains a correct, current, and complete list of all material Intellectual Property used or held for use in the Business, other than generally available off-the-shelf software and open source software.

(b) The Company has a valid and enforceable right to use all Intellectual Property used or held for use by the Company in the conduct of the Business, in each case, free and clear of all Liens other than Permitted Liens. Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereunder, will result in the loss or impairment of, or require the consent of any other Person in respect of, the Company’s rights to own or use any Intellectual Property owned or purported to be owned by the Company or any Intellectual Property otherwise used by the Company in the Business under the applicable agreement that the Company has covering such Intellectual Property.

(c) With respect to any Intellectual Property owned by the Company and used by the Company in the Business that is registered before a Governmental Entity, all such registrations

are subsisting and in full force and effect. Without limiting the foregoing, to the Company's Knowledge, the Fluent Name and Marks are valid and enforceable. The Company has taken reasonable steps to preserve the confidentiality of all material trade secrets included in the Company's Intellectual Property.

(d) To the Company's Knowledge, the conduct of the Business as currently and formerly conducted, including the use of any Intellectual Property in connection therewith, have not infringed, misappropriated or otherwise violated, the Intellectual Property of any Person. To the Company's Knowledge, no Person has infringed, misappropriated or otherwise violated any Intellectual Property that is used in the Business. Notwithstanding anything to the contrary in this Agreement, this Section 3.10(d) contains the only representations or warranties made by the Company Group with respect to infringement, misappropriation, or other violation of the Intellectual Property of any other Person.

(e) There are no Proceedings (including any opposition, cancellation, revocation, review or other proceeding), whether settled, pending or threatened in writing (including in the form of offers to obtain a license): (i) alleging any infringement, misappropriation, or other violation by the Company of the Intellectual Property of any Person; (ii) challenging the validity, enforceability, registrability, patentability, or ownership of the Company's right, title, or interest in or to any Intellectual Property that is owned by the Company and used in the Business; (iii) to the Knowledge of the Company, challenging the validity, enforceability, registrability, patentability, or ownership of the Company's right, title, or interest in or to any Intellectual Property that is not owned by the Company but is used in the Business; or (iv) by the Company alleging any infringement, misappropriation or other violation by any Person of the Intellectual Property used in the Business.

(f) The Company has complied in all material respects with all Privacy Laws and all written internal or publicly posted policies, notices, and statements concerning the Processing or security of Personal Information in the conduct of the Business. In the past six years, the Company has not (i) experienced any actual, alleged, or suspected data breach or other Security Breach or (ii) been subject to or received any written notice of any Proceeding by any Governmental Entity or other Person concerning the Company's Processing of Personal Information or actual, alleged, or suspected violation of any Privacy Law or written or published policies, notices, and statements of the Company concerning the Processing of Personal Information in the conduct of the Business, and to the Company's Knowledge, there are no facts or circumstances that could reasonably be expected to give rise to any such Proceeding.

Section 3.11 Litigation. There are no, and within the past three (3) years there have not been any, material Proceedings pending or, to the Company's Knowledge, threatened against or affecting, the Member (with respect to the Business) or the Company, the Marijuana Permits, any of their respective assets or properties, or any director, manager, officer, employee, independent contractor or agent of the Company or any staffing agency used by the Company, at law or in equity, or before or by any Governmental Entity or arbitrator. The Company is not subject to or bound by any outstanding Orders. None of the Company Group has received notice, written or oral, concerning a Proceeding challenging the transactions contemplated by this Agreement. There is no Proceeding by the Company pending, or which the Company has commenced preparations to initiate, against any other Person.

Section 3.12 Brokerage. Neither the Company, the Member nor anyone on their behalf has engaged any broker, finder or similar agent in connection with the transactions contemplated by this Agreement. There are no claims for brokerage commissions, finders' fees or similar compensation in

connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of the Company Group.

Section 3.13 Employees.

(a) To the Company’s Knowledge, no officer, executive, key employee or independent contractor, and no group of employees and/or independent contractors, of the Company Group has any plans to terminate his, her or their status as an employee or independent contractor of the Company Group, including upon or in connection with the consummation of the transactions contemplated hereby. To the Company’s Knowledge, no current or former employee or independent contractor of the Company Group is in any material respect in violation of any term of any employment agreement, nondisclosure agreement, common law nondisclosure obligation, fiduciary duty, noncompetition agreement or restrictive covenant obligation owed to the Company Group or to any third party with respect to such person’s right to be employed or engaged by the Company Group. None of the Company, the Member, nor any Affiliate is party to or bound by any collective bargaining agreement or other Contract with any labor organization in respect of any Business Employee, and none of the Company, the Member, nor any Affiliate is obligated to, nor has it undertaken to, recognize any labor organization as the representative of any Business Employees. No member of the Company Group has a duty to bargain with any Union (with respect to the Business). Within the past three (3) years, the Company has not (i) experienced any strikes, work stoppages or slowdowns, labor grievances, claims of unfair labor practices or other material labor disputes or labor shortages or (ii) engaged in any unfair labor practices. There are no ongoing or threatened union organizing or decertification activities with respect to Business Employees and no such activities have occurred.

(b) Attached as Schedule Section 3.13(b) of the Disclosure Schedules is a true, complete and accurate list, as of a date within one (1) week of the date hereof, of each Business Employee at the Company’s three (3) retail locations, (i) the date(s) of hire, (ii) position and title (if any), (iii) work location, (iv) rate of compensation during the 2025 calendar year, (v) commission, bonus, or other incentive-based compensation (if any), (vi) classification as full or part time, (vii) classification as exempt or non-exempt from overtime, and (viii) the balance of paid time off that has been accrued for each Business Employee. The employment of all employees is “at will” and may be terminated by the Company or the Member at any time, for any reason or no reason, in accordance with applicable Law. As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors or consultants of the Company for services performed on or prior to the date hereof have been paid in full. There are no outstanding agreements, understandings or commitments of the Company with respect to any increases to compensation, commissions, bonuses or fees payable to employees, independent contractors or consultants of the Company for services performed after Closing, except as provided in the Company Employee Benefit Plans or in the Ordinary Course of Business.

(c) With respect to the Business Employees or former employees of the Company Group providing services to the Company, the Company Group: within the past three years, is and has been in compliance in all material respects with all applicable Laws respecting labor and employment, including provisions thereof relating to employment practices, classification of employment, terms and conditions of employment, wages and hours, pay equity, equal employment, immigration, human rights and accommodation obligations, occupational health and safety, workers’ compensation and employee privacy, in each case, with respect to current and former employees and independent contractors. Each natural person who performs services for or on behalf of the Company has been properly classified by the Company as either an employee,

independent contractor, or consultant in accordance with applicable Law. All Business Employees classified as exempt under the Fair Labor Standards Act and state and local wage and hour laws are and have been properly classified. There is no written or verbal commitment of agreement to increase wages or modify the terms and conditions of employment or engagement of any employee, temporary employee or independent contractor of the Company. The Company has delivered to Buyer true and complete copies of all Permits issued under applicable employment Laws. Such Permits are listed in Section 3.13(c) of the Disclosure Schedules, and the Company is and has been operating in compliance with such Permits. The Company Group, with respect to the Business, has complied in all material respects with the WARN Act, and it has no plans to undertake any action within the ninety (90) day period following the Closing that would trigger the WARN Act with respect to the Business.

(d) All Business Employees employed at any time in the past three years, including seasonal and temporary employees, have presented proper documentation (including Form I-9) for employment in the United States with the Company Group. The Company Group has not been the subject of any audit of its immigration, employment verification or Form I-9 practices by any Governmental Entity nor has the Company Group had any penalties assessed against it by any Governmental Entity due to its hire of unauthorized workers or failure to comply with applicable document collection and retention requirements.

(e) Within the past three years, there has been no complaint or other labor-related or employment-related charge or complaint pending or threatened against the Company with the Equal Employment Opportunity Commission or any equivalent state agency, the National Labor Relations Board, the United States Department of Labor or similar Governmental Entity. There has not been any claim, controversy or investigation relating to, or any act or allegation of or relating to, race or sex-based discrimination, race-based or sexual harassment or sexual misconduct, or breach of any policy of the Company relating to the foregoing, in each case involving the Company or any current or former employee, officer, director, executive, manager, individual independent contractor or other service provider (in relation to his or her work at the Company) of the Company Group, nor have there been any settlements or similar out-of-court or pre-litigation arrangements relating to any such matters, nor has any such claim, settlement or other arrangement been proposed or threatened.

Section 3.14 Employee Benefit Plans.

(a) Each material "employee benefit plan" (as such term is defined in Section 3(3) of ERISA, whether or not subject to ERISA), employment, consulting, retirement, option, equity or equity-based, phantom equity, profit sharing, bonus, commission, incentive, severance, separation, change in control, retention, deferred compensation, fringe benefit, vacation, paid time off, health, medical, dental, life, disability or other welfare and each other material benefit or compensation plan, pension, program, policy, agreement, arrangement or Contract, in each case, for the benefit of current or former employees, directors, officers or consultants (i) that is maintained, sponsored or contributed to (or required to be contributed to) by the Company or (ii) under or with respect to which the Company has any current or contingent liability or obligation is referred to in this Agreement as a "Company Employee Benefit Plan". With respect to each Company Employee Benefit Plan, to the extent applicable, the Company has furnished to Buyer true and complete copies of (A) the plan documents (and all amendments thereto), summary plan descriptions and summaries of material modifications and other material employee communications, (B) the most recent determination or opinion letter received from the Internal Revenue Service (the "IRS"), (C) all related trust agreements, insurance Contracts, and other funding arrangements and (D) all material correspondence with any Governmental Entity.

(b) Each Company Employee Benefit Plan that is intended to be qualified within the meaning of Section 401(a) of the Code is so qualified, has received or is otherwise entitled to rely on a current favorable determination or opinion letter to that effect from the IRS, and no circumstance exists that would reasonably be expected to result in revocation of any such favorable determination or opinion letter or adversely affect the qualified status of such Company Employee Benefit Plan. Each Company Employee Benefit Plan and any related trust, insurance Contract or fund has been established, maintained, funded, operated, and administered in all material respects in accordance with its respective terms and in compliance with all applicable Laws, including ERISA and the Code. All contributions (including all employer contributions and employee salary reduction contributions), distributions, reimbursements, and premiums or other payments required to be made with respect to any Company Employee Benefit Plan prior to the Closing have been timely made and all contributions, distributions, reimbursements and premiums or other payments for any period ending on or before the Closing Date that are not yet due have been made or properly accrued. There has been no non-exempt "prohibited transaction" (as defined in Section 4975 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) with respect to any Company Employee Benefit Plan. There are no pending or, to the knowledge of the Company, threatened Proceedings with respect to any Company Employee Benefit Plan (other than routine claims for benefits), and there is no circumstance that would reasonably be expected to give rise to any such Proceeding. No event or circumstance has occurred with respect to any Company Employee Benefit Plan that has subjected or, to the Company's Knowledge, could reasonably be expected to subject the Company, to a penalty under Section 502 of ERISA or to tax or penalty under Sections 4975 or 4980H of the Code.

(c) No Company Employee Benefit Plan is currently under audit or examination by the IRS or the Department of Labor. There are no pending or, to the knowledge of the Company, threatened, audits, investigations, claims, suits, grievances or other Proceedings, and to the knowledge of the Company, there are no facts that could reasonably give rise thereto, involving, directly or indirectly, any Company Employee Benefit Plan or any fiduciary or administrator thereof, or any rights or benefits thereby, other than the ordinary and usual claims for benefits by participants, dependents or beneficiaries.

(d) (i) None of the Company Employee Benefit Plans or any other arrangement obligates the Company to pay any separation, severance, termination or any other benefit or compensation that may be triggered, increased or accelerated or otherwise results in the acceleration of time of payment, funding, or vesting as a result of the execution and delivery of this Agreement or any transaction contemplated by this Agreement or as a result of a change in control or ownership within the meaning of Section 280G of the Code and (ii) no material unfunded liability exists under any Company Employee Benefit Plan.

(e) The Company Group has not (i) incurred or reasonably expects to incur, either directly or indirectly, any material liability with respect to a plan that is subject to Title IV of ERISA; (ii) failed to timely pay any premiums to the Pension Benefit Guaranty Corporation; (iii) withdrawn from any multiemployer benefit plan; (iv) engaged in any transaction which would give rise to liability under Section 4069 or Section 4212(c) of ERISA; (v) incurred taxes under Section 4971 of the Code; or (vi) participated in a multiple employer welfare arrangements (MEWA). With respect to each Company Employee Benefit Plan (i) no such plan is a "multiple employer plan" within the meaning of Section 413(c) of the Code, (ii) no Proceeding has been initiated by the Pension Benefit Guaranty Corporation to terminate any such plan or to appoint a trustee for any such plan; and (iii) no "reportable event," as defined in Section 4043 of ERISA, with respect to which the reporting requirement has not been waived, has occurred with respect to

any such plan. The Company does not maintain, has not maintained, has no obligation to contribute to and has no current or contingent liability or obligation with respect to, any multiemployer plan within the meaning of Section 3(37) of ERISA.

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

(g) Neither the execution of this Agreement nor any of the transactions contemplated by this Agreement will (either alone or upon the occurrence of any additional or subsequent events): (i) limit or restrict the right of the Company Group to merge, amend or terminate any Company Employee Benefit Plan; (ii) result in "excess parachute payments" within the meaning of Section 280G(b) of the Code; or (iii) require a "gross up" payment to any "disqualified individual" within the meaning of Section 280G(c) of the Code.

Section 3.15 Compliance with Laws; Permits.

(a) The Company has materially complied and is in material compliance, in each case, in all material respects, with all applicable Laws and no notices have been received by and no claims have been filed against the Company alleging a violation of any such Laws other than immaterial violations that have been resolved prior to the date thereof. None of the Company Group has received any notice of any violation or any alleged violation of any Law with respect to the Company and its business. No officer, director, manager, employee, independent contractor, consultant, advisor or agent of the Company has been or is authorized to make or receive, and none of the Company's officers, directors, managers, employees or consultants or advisors or agents have made or received, any bribe, kickback payment or other illegal payment at any time with respect to the business of the Company. The Leased Real Property has been used, occupied, operated and maintained in accordance with all applicable Laws, including any zoning or building-related Laws.

(b) The Company has complied and is in compliance with all Pennsylvania Cannabis Laws, in each case, in all material respects. No notice, action or assertion has been received by the Company Group or, to the Knowledge of the Company, has been filed, commenced or threatened against the Company Group alleging any violation of any Pennsylvania Cannabis Laws with respect to the Company, the Marijuana Permits, and its business other than any immaterial violations that have been resolved prior to the date thereof, and to the Knowledge of the Company, there are no facts or circumstances which could reasonably serve as the basis for any such action or assertion.

(c) The Company (i) holds all Permits necessary or required for the ownership and use of its assets and properties and the conduct of its business (including other Permits necessary to operate a cannabis business in the Commonwealth of Pennsylvania consistent with Pennsylvania Cannabis Laws (the "Marijuana Permits")) as currently conducted and Schedule 3.15(c) of the Disclosure Schedules sets forth a list of all of such Permits, and (ii) has been and is in compliance with all terms and conditions of any such Permits. The Company has made available to the Buyer true and correct copies of the Permits and any related licenses, permits and authorizations to operate, all of which are validly issued and in good standing and not subject to

suspension, cease and desist, non-renewal or revocation by any Governmental Entity. Upon the Company's receipt of the current affiliated principals, financial backers and employees by the Department and submission of applicable affiliation forms to the Department all such Permits may be relied upon by Buyer and the Company for the continued lawful operation of the business of the Company on and immediately after the Closing without transfer, reissuance or other Governmental Entity action, except as may otherwise be required by applicable Laws.

(d) Neither the Member nor the Company has received any notice of assessment, provisional assessment, reassessment, supplementary assessment, penalty assessment or increased assessment (collectively, "Assessments") or any other communications related thereto from any workers' compensation or workplace safety and insurance board or similar authorities in any jurisdictions where the Company conducts business. There are no Assessments that are unpaid as of the date thereof, and there are no facts or circumstances that would be reasonably likely to result in an increase in liability to the Company after the Closing Date under any applicable workers' compensation or workplace safety and insurance Laws. The Company's accident cost experience relating to the Company's business is such that there are no pending Assessments, and there are no claims or potential claims which may adversely affect the Company's accident cost experience.

Section 3.16 Affiliated Transactions. Except as set forth on Schedule 3.16 of the Disclosure Schedules, no Insider is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any Insider, nor is any Insider a party to any Contract or other transaction with the Company or has any interest in any property, real or personal or mixed, tangible or intangible, used in or pertaining to the business of the Company.

Section 3.17 Indebtedness; Transaction Expenses. Except as set forth on Schedule 3.17 of the Disclosure Schedules, the Company has no Indebtedness and the Company has not incurred any liability for any Transaction Expenses.

Section 3.18 Product Liability. The Company does not have any liability arising out of any injury to individuals or property as a result of the ownership, possession or use of any products sold or delivered by the Company or with respect to any services rendered by the Company. Each product sold or delivered and each service rendered by the Company has been in conformity in all material respects with contractual commitments and express and implied warranties and the Company does not have any liability or obligation for replacement thereof. There have been and there are no product recalls or withdrawals or requests for product recalls or withdrawals by any Governmental Entity or by any customer of the Company.

Section 3.19 Bank Accounts; Identification Numbers. Schedule Section 3.19 of the Disclosure Schedules sets forth a true, complete and correct list of all banks or other financial institutions with which the Company has an account, showing the type and account number of each such account, and the names of the Persons authorized as signatories thereon or to act or deal in connection therewith. Schedule 3.19(b) of the Disclosure Schedules sets forth a true, complete and correct list of all employer identification numbers and state identification numbers of the Company.

Section 3.20 Member Organization; Authorization. The Member has the full power and authority to execute and deliver each agreement contemplated hereby to which it is a party and to consummate the transactions contemplated hereby and thereby. The Member has duly approved this Agreement and all other agreements contemplated hereby to which the Member is a party and has duly authorized the execution and delivery of this Agreement and all other agreements contemplated hereby to which the Member is a party and the consummation of the transactions contemplated hereby and thereby.

No other proceedings on the part of the Member are necessary to approve and authorize the execution and delivery of the agreements contemplated hereby to which it is a party and the consummation of the transactions contemplated hereby and thereby. All agreements contemplated hereby to which the Member is a party have been duly executed and delivered by the Member and constitute the valid and binding agreements of the Member enforceable against the Member, in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors' rights generally and by general equitable principles.

Section 3.21 Material Suppliers. Schedule 3.21 of the Disclosure Schedules sets forth each supplier to whom the Company has paid consideration for goods or services rendered in an amount greater than or equal to $100,000 for the most recent fiscal year (collectively, the "Material Suppliers"). Except as set forth in Schedule 3.21 of the Disclosure Schedules, no Material Supplier has ceased, and the Company has not received any notice that any Material Supplier intends to cease after the Closing, and the Company has no Knowledge of such intent to cease, to supply goods or services to the Company or to otherwise terminate or materially reduce its relationship with the Company.

Section 3.22 Books and Records. The minute books of the Company, all of which have been made available to Buyer, are complete and correct in all material respects and have been maintained in accordance with sound business practices. The minute books of the Company contain, in all material respects, accurate and complete records of all meetings, and actions taken by written consent of, the Member, any members of the Member, and any boards of managers or equivalent governing body, and any committees thereof, as applicable, in each case, relating exclusively to the Company. The record books of the Company, all of which have been made available to Buyer, are complete and correct and have been maintained in accordance with sound business practices. At the Closing, all of those books and records will be in the possession of the Company.

Section 3.23 No Other Representations or Warranties. Except for the representations and warranties made by the Company and the Member in this Article III (as qualified by the Disclosure Schedules), neither the Company nor the Member or other Person makes any other express or implied representation or warranty, either written or oral, with respect to the Company, the Member or the Equity.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

As an inducement to the Member and the Company to enter into this Agreement and consummate the transactions contemplated hereby, Buyer hereby represents and warrants that each of the following representations are true and correct as of the date thereof:

Section 4.1 Organization; Authorization. Buyer is a corporation duly formed under the Laws of the State of Delaware with full corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution, delivery and performance of this Agreement and the other agreements contemplated hereby to be executed and delivered by Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Buyer and no other Proceedings on the part of Buyer are necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby. This Agreement and the other agreements contemplated hereby to be executed and delivered by Buyer constitute valid and binding obligations of Buyer enforceable against Buyer in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors' rights generally and by general equitable principles.

Section 4.2 Non-contravention. Other than the Company’s current affiliated principals, financial backers and employees on file with the Department and submission of unaffiliated forms to the Department of Company’s current affiliated principals, financial backers and employees on file with the Department, the execution, delivery and performance of this Agreement and any related agreements and the consummation of the transactions contemplated hereby and thereby by Buyer do not and will not (a) require the authorization, consent or approval of, an exemption or waiver from, notice or declaration to, or the filing of any document or with, or the payment of any amounts to, any Person, (b) constitute a default under (whether with or without the giving of notice, the passage of time or both) the governing documents of Buyer or (c) violate any Law or Order. The Buyer and any incoming principals thereof are not current or former state employees or public officials, and are not subject to any restrictions under the Pennsylvania State Ethics Commission regarding financial interests in cannabis businesses.

Section 4.3 Sufficiency of Funds. Buyer will have sufficient cash on hand or other sources of immediately available funds to enable it to (a) make payment of the Closing Cash Payment at the Closing, and (b) consummate the transactions contemplated hereby; and Buyer acknowledges that its obligations hereunder are not conditioned upon the availability of any financing.

Section 4.4 No Litigation. There are no, and there have not been any, Proceedings pending or threatened against or affecting Buyer, at law or in equity, or before or by any Governmental Entity or arbitrator that would reasonably be expected to impact Buyer’s ability to consummate the transactions contemplated hereby or otherwise impede Buyer’s ability to purchase or own the Equity. Buyer is not subject to or bound by any outstanding Orders applicable to the transactions contemplated hereby.

Section 4.5 Brokerage. Neither Buyer nor anyone on its behalf has engaged any broker, finder or similar agent in connection with the transactions contemplated by this Agreement. There are no claims for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement made by or on behalf of the Buyer.

Section 4.6 Non-Reliance. Buyer represents and warrants to the Member and the Company that it acknowledges that the specific representations and warranties set forth in Article III of this Agreement, are the sole and exclusive representations and warranties of the Member and the Company, as applicable, in connection with the transactions contemplated by this Agreement. Except for the specific representations and warranties expressly made in Article III of this Agreement, and subject to the specifically bargained-for exclusive remedies as set forth in this Agreement, Buyer represents and warrants to the Member and the Company that it is not relying upon, and will not rely upon, (a) any representation or warranty, made by any Person (including, for the avoidance of doubt, the Member and the Company), including any representation or warranty express or implied, at law or in equity or in respect of the Member, the Equity or the Company or the Member’s or the Company’s respective businesses, assets (including the Equity), liabilities, operations, prospects or condition (financial or otherwise), including with respect to merchantability or fitness for any particular purpose of any assets, the nature or extent of any liabilities, the prospects of their respective businesses, the effectiveness or the success or profitability of any operations or the accuracy or completeness of any confidential information memoranda, documents, projections, forecasts, opinions, advice, material, statement, data or other information (financial or otherwise) regarding the Member or the Company provided to, or otherwise made available to, the Buyer or its representatives in connection with the transactions contemplated by this Agreement (including any “data rooms,” “virtual data rooms” or management presentations) or in respect of any other matter or thing whatsoever, and (b) any Person providing or not providing any information not specifically required to be provided or disclosed pursuant to the specific representations and warranties set forth in Article III of this Agreement.

ARTICLE V
[Reserved]
ARTICLE VI
ADDITIONAL AGREEMENTS

Section 6.1 Survival of Representations and Warranties. All representations, warranties, covenants and agreements set forth in this Agreement or in any writing or certificate delivered in connection with this Agreement shall survive the Closing Date provided that (A) the Fundamental Representations shall terminate on the date that is sixty (60) calendar days after the expiration of the applicable statute of limitations (including any extension, waiver, mitigation, or tolling thereof) (the “Fundamental Representation Termination Date”), (B) all other representations and warranties (other than Section 3.8) shall terminate on the date that is twelve (12) months after the Closing Date (the “Non-Fundamental Representation Termination Date”), and (C) the representations and warranties set forth in Section 3.8 shall terminate on the date that is sixty (60) days after the expiration of the relevant statute of limitations (the “Tax Representation Termination Date”). Notwithstanding the foregoing and except with respect to Fraud, no Party shall be entitled to recover for any Loss pursuant to Section 6.2(a)(i) or Section 6.2(a)(A) unless written notice of a claim thereof is delivered to the Party against whom such indemnity may be sought prior to (a) with respect to the Fundamental Representations, the Fundamental Representation Termination Date, (b) with respect to all other representations and warranties (other than Section 3.8), the Non-Fundamental Representation Termination Date and (c) with respect to the representations and warranties in Section 3.8, the Tax Representation Termination Date (as applicable, the “Survival Period”). Notwithstanding the foregoing, any representation or warranty in respect of which indemnity may be sought under Section 6.2(a)(i) or Section 6.2(a)(A), and the indemnity with respect thereto, shall survive the time at which it would otherwise terminate pursuant to this Section 6.1 if notice of the inaccuracy or breach thereof giving rise to such right or alleged right of indemnity shall have been given to the applicable Party prior to such time, and any such representation or warranty, and the right to indemnity with respect thereto, shall survive until the claim for indemnity with respect to such inaccuracy or breach is finally resolved and any applicable obligation to remedy such inaccuracy or breach has been fully satisfied.

Section 6.2 General Indemnification.

(a) From and after the Closing, the Member shall indemnify the Buyer Indemnified Parties and save and hold each of them harmless from and against, and pay on behalf of or reimburse such Buyer Indemnified Parties for any and all Losses which any such Buyer Indemnified Party may suffer, sustain or become subject to as a result of, arising from, in connection with, by virtue of or related to (i) any breach or inaccuracy of any representation or warranty made by the Company or the Member in Article III of this Agreement, (ii) any breach or non-fulfillment of any covenant, agreement or other provision by the Company (prior to Closing) or the Member under this Agreement, and (iii) any Indemnified Taxes. From and after the Closing, Buyer shall indemnify the Seller Indemnified Parties and save and hold each of them harmless from and against, and pay on behalf of or reimburse such Seller Indemnified Parties for any and all Losses which any such Seller Indemnified Party may suffer, sustain or become subject to as a result of, arising from, in connection with, by virtue of or related to (A) any breach or inaccuracy of any representation or warranty made by Buyer in Article IV, and (B) any breach or non-fulfillment of any covenant, agreement or other provision by Buyer under this Agreement.

(b) The Member shall not be liable to the Buyer Indemnified Parties for any Loss (i) pursuant to Section 6.2(a)(i) (other than with respect to the Fundamental Representations) until the aggregate amount of all Losses that the Member would, but for this clause (i), be liable for

exceeds $45,000 in the aggregate (the “Deductible Amount”) and the Member shall then only be liable for the total amount of such Losses exceeding the Deductible Amount; or (ii) to the extent the aggregate amount of all Losses previously indemnified by the Member pursuant to Section 6.2(a)(i) (other than with respect to Fundamental Representations) exceeds $950,000 (the “Cap”). Buyer shall not be liable to the Seller Indemnified Parties for any Loss (A) pursuant to Section 6.2(a)(A) until the aggregate amount of all Losses that the Buyer would, but for this clause (A), be liable for exceeds the Deductible Amount and the Buyer shall then only be liable for the total amount of such Losses exceeding the Deductible Amount; or (B) to the extent the aggregate amount of all Losses previously indemnified by Buyer pursuant to Section 6.2(a)(A) exceeds the Cap. Notwithstanding anything to the contrary contained herein, the Deductible Amount and the Cap shall not apply with respect to any Loss arising from Fraud (and such Loss shall not be counted toward the Cap). The aggregate amount of all Losses for which the Member shall be liable to the Buyer Indemnified Parties under this Agreement (including with respect to Fundamental Representations) shall not exceed the Purchase Price actually paid to the Member.

(c) The amount of any Loss for which indemnification is provided under this Article VI shall be net of any amounts actually received by the indemnified Party as a result of such Loss under insurance policies or other third party sources of reimbursement or indemnification (with such amount, for the avoidance of doubt, reduced by any reasonable and documented out of pocket fees or expenses (including any payment with respect to attorneys’ fees and disbursements and/or any increase in insurance premiums) incurred in obtaining such recovery); provided, however, that in no event shall any indemnified Party be required to seek any recovery under any insurance policy or otherwise as a condition to receiving indemnification under this Article VI.

(d) Notwithstanding anything to the contrary contained herein, for the purpose of determining the amount of Losses indemnifiable under this Section 6.2, each representation or warranty made by the Company or the Member contained in this Agreement or any other Transaction Agreement shall be read without regard and without giving effect to any Material Adverse Effect or other materiality qualification contained or incorporated directly or indirectly in such representation or warranty; provided that the word “Material” contained in the defined term “Material Contract” will not be disregarded.

(e) No Party shall be entitled to double recovery for any adjustments to consideration provided for hereunder or for any indemnifiable Losses even though such Losses, or any other incident, may have result from the breach of more than one of the representations, warranties and covenants, or any other indemnity, under this Agreement or any related agreement.

(f) All indemnification payments under this Agreement shall be treated as adjustments to the Purchase Price for all relevant Tax purposes.

(g) The procedure for indemnification shall be as set forth in this Section 6.2 and Section 6.4.

Section 6.3 Certain Tax Matters.

(a) The Parties agree as follows:

(i) Following the Closing, except as required by applicable Law or with the prior written consent of the Member, Buyer shall not, and shall not allow any of its Affiliates (including the Company) to (A) make, change or rescind any Tax election with respect to the Company for any Pre-Closing Tax Period or with respect to the transactions

contemplated by this Agreement, (B) amend any Tax Return of or with respect to the Company for a Pre-Closing Tax Period, (C) file for, or otherwise request from any Governmental Entity, any administrative ruling (including a private letter ruling or change of method of accounting) regarding the Taxes or Tax Returns of or with respect to the Company for a Pre-Closing Tax Period, (D) have the Company self-assess a Tax for a Pre-Closing Tax Period, or (E) make any voluntary disclosures to (or otherwise initiate voluntary contact with) any Governmental Entity with respect to Taxes or Tax Returns of or with respect to the Company for a Pre-Closing Tax Period, in each case. Following the Closing, Buyer shall not, and shall not allow any of its Affiliates (including the Company) to agree to extend, waive, or toll any statute of limitations with respect to the assessment or collection of any Tax of or with respect to the Company for any Pre-Closing Tax Period (without the prior written consent of the Member, which consent shall not be unreasonably withheld, conditioned or delayed).

(ii) After the Closing, Buyer shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of, or the Company for any Pre-Closing Tax Periods or any Straddle Periods, that are first required to be filed (including all applicable extensions) after the Closing Date. All such Tax Returns shall be prepared on a basis consistent with existing procedures and practices of the Company. Buyer shall provide copies of any such Tax Returns to the Member for the Member's review, comment, and approval at least thirty (30) days prior to the due date (including extensions) of the Tax Return. Buyer shall consider in good faith any comments made by the Member on such Tax Returns prior to filing and Buyer shall timely pay (or cause to be paid) all Taxes shown as due thereon.

(iii) The Parties agree that to the extent applicable and permissible under applicable Laws, the Company shall elect to have its Tax year end as of the end of the Closing Date.

(b) The Member, Buyer and the Company each shall (i) reasonably assist in the preparation and timely filing of any Tax Return relating to the Company; (ii) reasonably assist in any audit or other Proceeding with respect to Taxes or Tax Returns relating to the Company; (iii) make available any information, records, or other documents relating to any Taxes or Tax Returns relating to the Company with respect to any Pre-Closing Tax Period or Straddle Period; and (iv) provide any information in their possession and control necessary or reasonably requested to allow Buyer or the Company to comply with any information reporting or withholding requirements contained in the Code or other applicable Laws with respect to the transactions contemplated by this Agreement or to compute the amount of payroll or other employment Taxes due with respect to any payment made in connection with this Agreement. Notwithstanding anything to the contrary contained in this Agreement, the Member shall not be required to provide Buyer (or any of Buyer's Affiliates, including the Company) with any consolidated, combined, unitary or similar group Tax Return (or related work papers or other related information) that includes the Member or any of its Affiliates.

(c) For purposes of determining whether the following Taxes are attributable to a Pre-Closing Tax Period (or the portion of any Straddle Period ending on or prior to the Closing Date) the Parties agree as follows:

(i) In the case of property Taxes and other similar Taxes imposed on a periodic basis for a Straddle Period, the amounts that are attributable to the portion of the Straddle Period ending on the Closing Date shall be determined by multiplying the Taxes

for the entire Straddle Period by a fraction, the numerator of which is the number of calendar days in the portion of the period ending on the Closing Date and the denominator of which is the number of calendar days in the entire Straddle Period.

(ii) In the case of all other Taxes for a Straddle Period (including income Taxes, employment Taxes, and sales and use Taxes) the amount attributable to the portion of the Straddle Period ending on the Closing Date shall be determined as if the Company filed a separate Tax Return with respect to such Taxes for the portion of the Straddle Period ending as of the end of the day on the Closing Date using a “closing of the books methodology.” For purposes of this clause (ii), any item determined on an annual or periodic basis (including amortization and depreciation deductions and the effects of graduated rates) shall be allocated to the portion of the Straddle Period ending on the Closing Date based on the mechanics set forth in clause (i) for periodic Taxes.

(d) Notwithstanding anything to the contrary contained in this Agreement, in the event that any Governmental Entity issues to Buyer or the Company (i) a written notice of its intent to audit or conduct another Proceeding with respect to Taxes or Tax Returns of or with respect to the Company for any Pre-Closing Tax Period or (ii) a written notice of deficiency for Taxes of or with respect to the Company for any Pre-Closing Tax Period, Buyer shall notify the Member of its receipt of such communication from the Governmental Entity within ten (10) days of receipt; provided, that the failure to comply with such notice provision shall not affect Buyer’s right to indemnification hereunder, except to the extent that the Member is materially prejudiced thereby. Buyer shall have the right to control any audit or other Proceeding in respect of any such Tax Return or Taxes of or with respect to the Company for any Pre-Closing Tax Period (each, a “Tax Contest”); provided, however, that the Member shall have the right to participate in any such Tax Contest (at its sole cost and expense) and Buyer shall not settle, appeal or otherwise resolve any such Tax Contest without the prior written consent of the Member (which consent shall not be unreasonably withheld, delayed or conditioned).

(e) Buyer and the Member intend for the purchase of the Equity contemplated by this Agreement to be treated for U.S. federal, state and local income Tax purposes as the Member being treated as having sold, and Buyer being treated as having acquired, all of the assets of the Company in exchange for the Purchase Price (and any other amounts treated as consideration for applicable income Tax purpose). The Purchase Price (and any other amounts treated as consideration for applicable income Tax purposes) shall be allocated by Buyer and the Member among the assets of the Company in accordance with Code Section 1060 and the methodology set forth in Schedule Section 6.3(e). A statement setting forth such allocation shall be provided by Buyer to the Member within one hundred and twenty (120) days after the Closing (the “Asset Purchase Price Allocation”). If, within thirty (30) days after receiving Buyer’s Asset Purchase Price Allocation, the Member notifies Buyer that it disputes any item(s) reflected thereon, Buyer and the Member shall cooperate in good faith to resolve any dispute. Should the parties fail to reach an agreement within thirty (30) days after the Member notifies Buyer of the disputed item(s), the determination of the disputed item(s) will be made by an independent, nationally recognized accounting firm mutually agreeable to the parties on a basis consistent with this Section 6.3(e), whose decision will be final. The fees and expenses of the Independent Accountant shall be paid by the Member, on the one hand, and by Buyer, on the other hand, based upon the percentage that the amount contested but not awarded to the Member or Buyer, respectively, bears to the aggregate amount contested by the Member and Buyer, The Parties shall report, act and file all Tax Returns (including IRS Form 8594) in all respects and for all purposes consistent with the Asset Purchase Price Allocation as finally determined and this Section 6.3(e), and no Party shall take any position (whether in audits, Tax Returns or otherwise) that is

inconsistent with the Asset Purchase Price Allocation Schedule or this Section 6.3(e) unless required to do so by a “determination” (as defined in Section 1313(a) of the Code).

(f) All federal, state, local, non-U.S. transfer, excise, sales, use, ad valorem, value added, registration, stamp, recording, property and similar Taxes or fees applicable to, imposed upon, or arising out of the transfer of the Equity or any other transaction contemplated by this Agreement and all related interest and penalties (collectively, “Transfer Taxes”), and all reasonable out-of-pocket costs and expenses for the preparation and filing of Tax Returns relating to Transfer Taxes, shall be borne equally by Buyer and the Member. The parties hereto shall reasonably cooperate to reduce or eliminate any Transfer Taxes to the extent permitted by applicable Law. All Tax Returns relating to Transfer Taxes shall be prepared and timely filed by the party responsible for such filing under applicable Law.

(g) Any refunds of Taxes (or similar credit or offset against Taxes) with respect to any Pre-Closing Tax Period that are received by Buyer or the Company any of their respective Affiliates after the Closing Date (net of any documented, out-of-pocket expenses of Buyer or its Affiliates reasonably incurred to obtain such refund and net of any portion of such Tax refund that is attributable (as determined on a with or without basis) to the carryback of a Tax attribute arising in a taxable period or portion thereof beginning after the Closing Date (any such refund, a “Pre-Closing Tax Refund”), other than any such refund that was taken into account in the calculation of Final Working Capital or Closing Indebtedness, shall be for the account of the Member, and Buyer or the Company (as applicable) shall pay over or cause to be paid to the Member any such Pre-Closing Tax Refund within fifteen (15) days after receipt, realization or reporting thereof; provided that if at the time any such Pre-Closing Tax Refund would otherwise be payable to the Member pursuant to this Section 6.3(g) it has been agreed or finally adjudicated that the Buyer Indemnified Parties are entitled to indemnification for a Loss under Section 6.2(a), Buyer may retain such Pre-Closing Tax Refund, or a portion thereof, in the amount of such Loss, and the Member’s indemnification obligation under Section 6.2(a) with respect to such Loss shall be reduced by the amount of such Pre-Closing Tax Refund retained pursuant to this Section 6.3(g). Buyer and the Company shall cooperate with the Company in obtaining any Pre-Closing Tax Refund, it being understood that, (i) any such Pre-Closing Tax Refunds will, to the extent permitted by Law, be claimed in cash rather than as a credit against future Tax liabilities, (ii) the Company shall elect to carry back items of loss, deduction or credit from any Pre-Closing Tax Period to prior taxable years to the fullest extent permitted by Law and (iii) Buyer and the Company shall cooperate with the Member in utilizing any available short-form or accelerated procedures and in filing any amended Tax Returns to claim any potential Pre-Closing Tax Refunds.

(h) Member and Buyer hereto agree that any deduction, credit or other Tax asset or benefit arising from any and all payments of Transaction Expenses, Indebtedness and any other expense or liability taken into account for the calculation of Final Working Capital shall be allocated or otherwise apportioned to the Pre-Closing Tax Period to the extent permitted by applicable Law at a “more likely than not” (or higher) level of authority, including, for the avoidance of doubt, for purposes of determining Pre-Closing Income Taxes. Without limiting the foregoing, the Parties agree that, as applicable and to the extent necessary to give effect to the intent of this Section 6.3(h), seventy percent (70%) of any “success-based fees” shall be treated as deductible in accordance with Revenue Procedure 2011-29, 2011-18 I.R.B. 746, and that the related safe harbor election shall be made accordingly.

(i) To the extent there is a conflict between this Section 6.3 and Section 6.4 with respect to Taxes or any Tax matter, the provisions of this Section 6.3 shall control.

Section 6.4 Indemnification Procedures.

(a) Notice of Claims; Assumption of Defense. The indemnified Party shall give prompt written notice to the indemnifying Party, in accordance with the terms of Section 9.2, of the assertion of any claim, or the commencement of any Proceeding by any Person, in respect of which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefor and giving the indemnifying Party such information with respect thereto as the indemnifying Party may reasonably request, but the failure to give such notice shall not be a condition precedent to indemnification hereunder except and only to the extent that the indemnifying Party is prejudiced by reason of such failure. The indemnifying Party may, at its own expense, (a) participate in the defense of any Proceeding asserted by a Person that is not a party to this Agreement (a "Third Party Claim") and (b) upon notice to the indemnified Party and the indemnifying Party's written agreement that the indemnified Party is entitled to indemnification pursuant to this Agreement for all of the indemnified Party's Losses arising out of such Third Party Claim, at any time during the course of any such Third Party Claim, assume the defense thereof; provided, however, that (i) the indemnifying Party shall thereafter consult with the indemnified Party upon the indemnified Party's reasonable request for such consultation from time to time with respect to such Third Party Claim and (ii) such Third Party Claim does not relate to or arise in connection with any criminal Proceeding or claim for injunctive relief. If the indemnifying Party assumes such defense, the indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Party. If, however, in the opinion of the indemnified Party's counsel, the representation by the indemnifying Party's counsel of both the indemnifying Party and the indemnified Party would present such counsel with a conflict of interest, then such indemnified Party may employ separate counsel to represent or defend it in any such Third Party Claim and the indemnifying Party shall pay the fees and disbursements of such separate counsel. Whether or not the indemnifying Party chooses to defend or prosecute any such Third Party Claim, all of the Parties shall cooperate in the defense or prosecution thereof, including making available (subject to confidentiality provisions) records relating to such Third Party Claim and furnishing, without expense (other than reimbursement of actual out-of-pocket expenses) to the defending party, management employees of the non-defending party as may be reasonably necessary for the preparation of the defense of such Third Party Claim.

(b) Settlement or Compromise. Any settlement or compromise made or caused to be made by the indemnified Party or the indemnifying Party, as the case may be, of any such Third Party Claim shall also be binding upon the indemnifying Party or the indemnified Party, as the case may be, in the same manner as if a final Order had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, however, that the indemnifying Party shall not settle or compromise any such Third Party Claim, or otherwise acknowledge or admit the validity of such claim or any liability in respect thereof if such settlement, compromise, acknowledgement or admission (i) would result in an Order, injunction or other equitable remedy in respect of the indemnified Party or would otherwise have a direct adverse effect upon the indemnified Party's continuing operations, (ii) would give rise to any liability on the part of the indemnified Party for which the indemnifying Party shall have not agreed in writing that such indemnifying Party is solely obligated to satisfy and discharge such Third Party Claim, (iii) would result in liabilities which, taken together with the other existing claims under this Article VI, would not be fully indemnified hereunder, (iv) does not expressly and unconditionally release the indemnified Party from all liabilities with respect to such Third Party Claim or (v) includes any statement or an admission of fact as to the culpability or failure to act by or on behalf of the indemnified Party; in each case, without the prior written consent of the indemnified Party. The indemnified Party will give the indemnifying Party at least 30 days'

notice of any proposed settlement or compromise of any Third Party Claim it is defending, during which time the indemnifying Party may assume the defense of, and responsibility for, such Third Party Claim, provided that such assumption is otherwise permitted under paragraph (a), and if it does so the proposed settlement or compromise may not be made. In the event that the Member as the indemnifying Party, has affirmatively consented in writing to the settlement of a Third Party Claim, the Member shall have no power or authority to object to the recovery by the Buyer Indemnified Parties of the amount of such settlement pursuant to this Article VI.

(c) Failure of Indemnifying Party to Act. In the event that the indemnifying Party does not elect to assume the defense of any Third Party Claim, fails to promptly notify the indemnified Party in writing of its election to defend as provided in this Agreement, or fails to diligently prosecute the defense of such Third Party Claim, the indemnified Party may defend and settle such Third Party Claim and seek indemnification for any and all Losses based upon, arising from or relating to such Third Party Claim.

(d) Procedure for Indemnification. Upon becoming aware of a claim for indemnification hereunder, the indemnified Party shall give, in accordance with the terms of Section 9.2, notice of such claim (a "Claim Notice") to the indemnifying Party, providing reasonable detail of how the claim has arisen and an estimate of the amount the indemnified Party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying Party. If the indemnifying Party does not object to such indemnification claim within 30 days of receiving notice thereof, the amount of such Claim Notice shall be deemed final and undisputed and the indemnified Party shall be entitled to recover the amount of such claim. If the indemnifying Party objects to such indemnification claim (by notifying the indemnified Party within 30 days (such notice, an "Objection Notice") of receiving a Claim Notice), the Parties shall attempt to resolve such claim in good faith within 30 days of the date of the Objection Notice. If the Parties are unable to resolve such claim, the indemnified Party shall be free to pursue such remedies as may be available on the terms and subject to the provision of this Agreement.

Section 6.5 Expenses. Except as otherwise expressly provided in this Agreement or as otherwise agreed to by and between the Buyer and the Member, each Party shall be liable for and pay all of its own costs and expenses (including attorneys', accountants' and investment bankers' fees and other out-of-pocket expenses) in connection with the negotiation, documentation and execution of this Agreement and the agreements contemplated hereunder, the performance of such Party's obligations hereunder and the consummation of the transactions contemplated hereby.

Section 6.6 Further Assurance and Post-Closing Actions.

(a) The Member and the Company shall execute and deliver such further instruments of conveyance and transfer and take such additional action as reasonably requested by Buyer to consummate, confirm or evidence the transactions contemplated hereby and carry out the purposes of this Agreement including notification to the Department of the addition of a new primary contact designated by the Buyer for the purposes of communicating with and submitting materials to the Department.

(b) If any consent, approval, or authorization necessary to preserve any right or benefit under any Contract to which the Company is a party is not obtained prior to the Closing, Member shall, subsequent to the Closing, reasonably cooperate with Buyer and the Company in attempting to obtain such consent, approval or authorization as promptly thereafter as practicable.

Section 6.7 Release.

(a) Effective as of the date hereof, the Member and the Company (on behalf of their respective Affiliates, heirs, successors, assigns and executors) hereby irrevocably and unconditionally waive, release and discharge the Buyer Indemnified Parties (and their respective past, present and future successors and assigns) from any and all Losses, liabilities, obligations, claims, demands, actions, causes of action, Proceedings, damages, rights of recovery, rights of contribution, rights of indemnification, rights to advancement, costs and expenses, as applicable, of any kind or nature whatsoever, known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, at law or in equity, in contract, tort or otherwise, arising out of, relating to or resulting from any facts, conditions, transactions, events or circumstances occurring, existing or arising from the Buyer's participation in the sale of equity and/or assets of the Company. Effective upon the Closing, the Member (on behalf of its Affiliates, heirs, successors, assigns and executors) hereby irrevocably and unconditionally waive, release and discharge the Company and the other Buyer Indemnified Parties (and their respective past, present and future successors and assigns) from any and all Losses, liabilities, obligations claims, demands, actions, causes of action, Proceedings, damages, rights of recovery, rights of contribution, rights of indemnification, rights to advancement, costs and expenses to the Company Group, as applicable, of any kind or nature whatsoever, known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, at law or in equity, in contract, tort or otherwise, whether in such Person's capacity as a Member hereunder, as an equityholder, director, manager, officer or employee of the Company or otherwise arising out of, relating to or resulting from any facts, conditions, transactions, events or circumstances occurring, existing or arising at or prior to the Closing, in each case, from or against the Company, the Equity or any rights or interests therein. The Member shall not seek to recover any amounts in connection therewith or thereunder from Buyer, the Company and/or any other Buyer Indemnified Party (and/or any of their successor or assigns); provided, that this Section 6.7 shall not affect the rights of the Member under this Agreement. The Member represents to Buyer that it has not assigned or transferred, or purported to assign or transfer, to any Person, all or any part of, or any interest in, any Proceeding against the Company and the other Buyer Indemnified Parties, and notwithstanding anything to the contrary in this Agreement, no such assignment or transfer shall be permitted and any purported assignment or transfer shall be legally ineffective.

(b) Without limiting the foregoing, the Member shall not (and shall cause their respective Affiliates to not) make any claim (including under any certificate of incorporation, bylaws, limited liability company agreement, partnership agreement, insurance policy, indemnification agreement or otherwise) for indemnification against the Company, the other Buyer Indemnified Parties or any of their respective Affiliates by reason of the fact that the Member, is or was an equityholder, director, manager, officer, employee or agent of the Company or any of its Affiliates or is or was serving at the request of the Company, the other Buyer Indemnified Parties or any of their respective Affiliates as a equityholder, member, partner, director, manager, officer, employee or agent of another entity with respect to any Proceeding brought by any Buyer Indemnified Party against the Member pursuant to or in connection with this Agreement or applicable Law, and the Member hereby acknowledges and agrees that they shall not have any claim or right to contribution or indemnity from the Company with respect to any amounts paid by them pursuant to or in connection with this Agreement.

(c) Effective upon the Closing, the Company (on behalf of its respective heirs, successors, assigns and executors) hereby irrevocably and unconditionally waives, releases and discharges the Member and the other Seller Indemnified Parties (and their respective past, present and future successors and assigns) from any and all Losses, liabilities, obligations, claims,

demands, actions, causes of action, Proceedings, damages, rights of recovery, rights of contribution, rights of indemnification, rights to advancement, costs and expenses, of any kind or nature whatsoever, known or unknown, asserted or unasserted, suspected or unsuspected, absolute or contingent, at law or in equity, in contract, tort or otherwise, arising out of, relating to or resulting from any facts, conditions, transactions, events or circumstances occurring, existing or arising at or prior to the Closing. The Company shall not seek to recover any amounts in connection therewith or thereunder from the Member and/or any other Seller Indemnified Party (and/or any of their successors or assigns); provided, that this Section 6.7(c) shall not affect the rights of Buyer or the Company under this Agreement. The Company represents to the Member that it has not assigned or transferred, or purported to assign or transfer, to any Person, all or any part of, or any interest in, any Proceeding against the Member and the other Seller Indemnified Parties, and notwithstanding anything to the contrary in this Agreement, no such assignment or transfer shall be permitted and any purported assignment or transfer shall be legally ineffective.

Section 6.8 Employee Matters.

(a) On the Closing Date, Buyer or its Affiliate will offer at-will employment to those Business Employees identified on Schedule Section 3.13(b) of the Disclosure Schedules, including any Business Employees who are on temporary furlough, a leave of absence, or receiving short- or long-term disability benefits, as of the Closing Date (such employment offers to be contingent on the occurrence of the Closing). The Business Employees who accept employment on the terms and conditions set forth by Buyer prior to the Closing, shall be referred to herein as "Transferred Employees." The persons providing services to the Company who do not accept employment with the Company, shall be referred to herein as "Non-Transferred Employees." On the Closing Date, the Company Group shall terminate the employment of all Business Employees. Subject to the terms of this Agreement, the Company and the Member hereby consent to the hiring of any such Transferred Employees by the Buyer or its Affiliate following the Closing and hereby waives any claims or rights the Company Group may have against the Company or Buyer, effective as of the Closing Date, under any existing non-competition or non-solicitation obligation, owed to the Company Group, solely with respect to the Buyer's or Buyer's Affiliates' hiring of the Transferred Employees.

(b) Effective immediately following the Closing, Buyer shall, or shall cause an Affiliate to, assume or retain, as the case may be, any and all liabilities (contingent or otherwise) relating to, arising out of, or resulting from the employment or services, or termination of employment or services, of any Transferred Employee, including, without limitation, all liabilities related to recruitment, hiring, employment, engagement, compensation, benefits, workplace practices, labor relations, occupational health and safety, termination post-employment obligations, accrued and unused vacation, sick days and paid time off and any workers' compensation claims against the Company Group, but, in each case, only to the extent any such liabilities are incurred on or after the Closing Date. Except as described in this Section 6.8, neither Buyer nor any of its Affiliates (including for the avoidance of doubt, the Company following the Closing) shall have any liability with respect to any Non-Transferred Employee or former employee, consultant or retiree of the Company Group, regardless of when such liability arose or occurred (whether on, prior to or after the Closing Date). The Company Group shall be solely responsible for the payment of, and shall pay, not later than the Closing, all earned and unpaid compensation, including, without limitation, all wages, salaries and commissions as of the Closing Date; provided however, Buyer shall expressly assume accrued but unused paid time off and vacation time for each Transferred Employee other than where such time is required by Law to be paid out by the Company Group and/or where such Transferred Employees have not consented to Buyer's assumption of such time. Buyer shall reimburse the Company Group for

the full amount of any such payments including any associated payroll Taxes, to the extent actually incurred by the Company Group in connection therewith. Following the Closing until the first anniversary thereof, Buyer and its Affiliates shall also provide each Transferred Employee compensation no less favorable than the compensation provided prior to the Closing, and benefits no less favorable in aggregate than benefits provided to similarly situated employees of Buyer.

(c) For eligibility and vesting purposes and for purposes of determining future vacation accruals and severance amounts (but not, for the avoidance of doubt, for benefit accrual purposes under any defined benefit pension plan), Buyer shall use commercially reasonable efforts to cause each Transferred Employee to be credited with his or her years of service with the Company Group before the Closing to the same extent as such Transferred Employee was entitled, before the Closing, to such credit for similar purposes under any similar Company Employee Benefit Plans; provided that such service will not be recognized if it would result in duplication of compensation or benefits.

(d) In addition, without limiting the generality of the foregoing, (i) Buyer or its applicable Affiliates shall use commercially reasonable efforts to cause each Transferred Employee to be immediately eligible to participate, without any waiting time, in any and all group welfare plans maintained by Buyer or its applicable Affiliate that are intended to replace coverage under the Company Employee Benefit Plans in which such Transferred Employee participated immediately prior to the Closing Date ("New Plans"), (ii) Buyer or its applicable Affiliate shall use commercially reasonable efforts to cause all pre-existing condition exclusions and actively-at-work requirements to be waived for each New Plan providing group welfare benefits to such Transferred Employee, and (iii) for purposes of each New Plan providing group health benefits to any Transferred Employee, Buyer or its applicable Affiliate shall use commercially reasonable efforts to cause any eligible expenses incurred by such Transferred Employee and his or her covered dependents, during the portion of the plan year of the Company Employee Benefit Plan in which such Transferred Employee participated immediately before the Closing, to be taken into account under each New Plan for purposes of satisfying all deductible, coinsurance and maximum out-of-pocket requirements applicable to such Transferred Employee and his or her covered dependents for the applicable plan year of the New Plan in which the Closing Date occurs, as if such amounts had been paid in accordance with such New Plan.

(e) If any Transferred Employee requires a visa, work permit or other approval for his or her employment to commence with, transfer to or continue with the Buyer or its applicable Affiliate after the Closing Date, Buyer will, or will cause its applicable Affiliate to, promptly file any necessary applications or documents and will take all actions applicable to secure the necessary visa, permit or other approval (including any transfer thereof) following the Closing Date and the transfer of any related immigration processes (including labor certifications) to the Buyer or its applicable Affiliate.

(f) Nothing contained herein, express or implied, shall (i) confer upon any individual (including any Transferred Employee, Non-Transferred Employee, employee, other service provider to the Company, or retiree, or any dependent, beneficiary or legal representative of any of the foregoing Persons) any rights or remedies of any nature or kind whatsoever under or by reason of this Agreement, including any right to employment or continued employment for any specified period, or level of compensation or benefits, (ii) constitute the establishment, adoption, modification, amendment or termination of any Company Employee Benefit Plan or any other employee benefit plan, program, policy, arrangement or agreement maintained by the Company Group (with respect to the Business), or (iii) confer upon any individual (including any

Transferred Employee, Non-Transferred Employee, employee, other service provider to the Company, or retiree, or any dependent, beneficiary or legal representative of any of the foregoing Persons) any right as a third-party beneficiary of this Agreement.

Section 6.9 Wind Down License.

(a) Except as set forth below, neither Buyer nor any of its Affiliates shall acquire any rights in, or to the “Fluent” name or any marks registered by the Company Group covering such marks (the “Fluent Name and Marks”) or any name or mark that is confusingly similar to or embodies the Fluent Name and Marks. The “Existing Fluent Branding” means the Fluent Name and Marks and other trademarks, service marks, trade names, trade dress, and logos, in each case that are (i) owned by the Trick Tail, Member, or any of their controlled Affiliates and (ii) are used in the Business as currently conducted.

(b) Trick Tail and Member hereby grant the Company, and hereby agree to cause their controlled Affiliates to grant to the Company, for a period of three (3) years commencing on the Closing Date, the non-exclusive, personal right to use the Existing Fluent Branding in the operation of the Business after the Closing Date, including signage (pylon sign, illuminated building facia, and window/door decals), point of sale branding, packaging, and on any written collateral associated with the foregoing. Buyer may not sublicense, sell or otherwise transfer this right to any third parties other than sublicenses to service providers that are providing marketing or other similar services to Buyer. Except as set forth in the foregoing, Buyer shall not hold itself out as having any affiliation with the Company Group. Buyer shall ensure that all usage of the Existing Fluent Branding are of a quality consistent with the period immediately prior to Closing, and shall comply with Member requests to adhere to Member trademark usage standards. During the three (3) year period set forth above, upon Company’s written request from time to time, Member agrees to make reasonable modifications to content and materials on the portions of websites owned and controlled by Trick Tail, Member and their controlled Affiliates that reference the Business to reflect updates to the Business or other changes reasonably requested by Company.

(c) Buyer agrees that Buyer will not contest Trick Tail’s ownership and exclusive rights in the Existing Fluent Branding, unless the Company Group asserts such Existing Fluent Branding against Buyer. Buyer agrees not to register, or cause to have registered in any country whatsoever, the Existing Fluent Branding, nor shall Buyer acquire such names, trademarks or designations of the Company Group in any other manner. The same prohibition shall apply to Trademarks and Trademark-resembling designations which include or resemble a Trademark or designation, or the like, of the Member or Existing Fluent Branding or which are confusingly similar thereto. Buyer agrees that (i) Trick Tail is and shall remain the exclusive owner of the Existing Fluent Branding and all derivatives thereof, including the goodwill and reputation symbolized thereby, (ii) its use of the Existing Fluent Branding and all associated goodwill inures to the sole benefit of the Company Group, and (iii) nothing contained herein shall constitute an assignment of ownership of the Existing Fluent Branding or any implied rights.

(d) Trick Tail may terminate this right immediately upon written notice to Buyer, if Buyer breaches any term of this Section 6.9 and does not cure such breach within thirty (30) days of notice from Trick Tail of the breach.

Section 6.10 Personal Information.

Buyer and the Company agree to take all necessary steps to comply in all material respects with Privacy Laws in connection with all customer information and all other Personal Information of the Company Processed after the Closing.

Section 6.11 Company Name Change. Buyer agrees to cause the name of the Company to be changed to a name that does not include the Trademarks of the Company Group within thirty (30) days of the Closing Date.

Section 6.12 Customer Loyalty Program. Buyer agrees to either (i) cause the Company to continue to accept the customer loyalty points granted by the Company prior to Closing on substantially the same terms as applied to the Company’s acceptance of customer loyalty points prior to Closing or (ii) issue each customer with customer loyalty points an equivalent value of similar promotional credits under the customer loyalty program of Buyer or its Affiliates.

Section 6.13 Guarantees for Leased Real Property. Within thirty (30) days of Closing, Buyer agrees to contract with the landlords of the Leased Real Property to terminate the obligations of all members of the Company Group (other than the Company) under the Contracts pertaining to the Leased Real Property.

Section 6.14 Post-Close Regulatory Filings. Buyer and Member agrees to submit (or cause the Company to submit) the “Affiliations and Unaffiliations Reporting Forms” to the Department (as referenced in Section 3.15(c)) and make all other necessary submissions and filings with Governmental Entities on or immediately following the Closing Date as necessary to comply with Pennsylvania Cannabis Law.

ARTICLE VII
Reserved.

ARTICLE VIII
Reserved.

ARTICLE IX
MISCELLANEOUS

Section 9.1 Amendment and Waiver. No amendment, modification or supplement of any provision of this Agreement shall be valid unless the same shall be in writing and signed by Buyer and the Member. No waiver of any provision or condition of this Agreement shall be valid unless the same shall be in writing and signed by or on behalf of the Party against which such waiver is to be enforced. No waiver by any Party of any default, breach of representation or warranty or breach of covenant hereunder, whether intentional or not, shall be deemed to extend to any other, prior or subsequent default or breach or affect in any way any rights arising by virtue of any other, prior or subsequent such occurrence. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 9.2 Notices. All notices, demands and other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when personally delivered or sent by email or the next Business Day when sent by reputable overnight express courier (charges prepaid) to the addresses indicated below (unless another address is specified in writing):

Notices to the Company, Member or Trick Tail:

5540 Executive Drive, Ste. 100

Tampa, Florida 33609
Attn: Matt Mundy
Email: [Redacted – Personal Information]

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

Weil, Gotshal & Manges LLP
1395 Brickell Ave #1200
Miami, FL 33131
Attn: David J. Cohen; Nate Christensen
Email: [Redacted – Personal Information]

Notices to Buyer:

Hive Holdings, Inc.
420 North Wabash Avenue, Suite 500
Chicago, Illinois 60611
Attn: Legal Department re: Hive Holdings
Email: [Redacted – Personal Information]

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

Eversheds Sutherland (US), LP
999 Peachtree Street
Atlanta, Georgia 30309
Attn: Chris Rosselli
Email: [Redacted – Personal Information]

Section 9.3 Assignment. Neither this Agreement nor any of the rights, interests or obligations hereunder may be assigned or delegated (including by operation of Law) by the Company or the Member without the prior written consent of Buyer or by Buyer without the prior written consent of the Member; provided, that Buyer may, without the consent of any Person, assign in whole or in part its rights and obligations pursuant to this Agreement to (a) one or more of their Affiliates, (b) any purchaser of all or substantially all of Buyer, whether by merger, asset purchase, equity purchase or otherwise and (c) any of their financing sources as collateral security. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of each Party and each Party's successors and permitted assigns.

Section 9.4 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 or the application of any such provision to any Person or circumstance shall be held to be prohibited by or invalid, illegal or unenforceable under applicable Law in any respect by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition or invalidity, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Section 9.5 Interpretation. The headings and captions used in this Agreement and the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized terms used in any Schedule or Exhibit attached hereto and not otherwise defined therein shall have the meanings set forth in this Agreement. As used herein: (a) the use of the word “including” shall mean “including without limitation;” (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole; and (d) references herein: (i) to Articles, Sections, Disclosure Schedules and Exhibits mean the Articles and Sections of, and Disclosure Schedules and Exhibits attached to, this Agreement; (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Disclosure Schedules and Exhibits referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein. The Parties intend that each representation, warranty and covenant contained herein shall have independent significance. Except where otherwise expressly provided, all amounts in this Agreement are stated and shall be paid in United States currency. The Parties and their respective counsel have reviewed, negotiated and adopted this Agreement as the joint agreement and understanding of the Parties, and the language used in this Agreement shall be deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction shall be applied against any Person. This Agreement embodies the justifiable expectations of sophisticated parties derived from arm’s-length negotiations and no Person has any special relationship with another Person that would justify any expectation beyond that of an ordinary buyer and an ordinary seller in an arm’s-length transaction.

Section 9.6 Entire Agreement; Exclusive Remedies.

(a) All Schedules attached hereto or referred to herein and the recitals to this Agreement are each hereby incorporated in and made a part of this Agreement. This Agreement and the agreements and documents referred to herein contain the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, whether written or oral, relating to such subject matter in any way.

(b) Except in the case of Fraud, the sole and exclusive remedies for any breach of the terms and provisions of this Agreement (including any representations and warranties set forth herein, made in connection herewith or as an inducement to enter into this Agreement) or any claim or cause of action otherwise arising out of or related to the transactions contemplated by this Agreement shall be those remedies available at law or in equity for breach of contract against the parties to this Agreement only (as such contractual remedies have been further limited or excluded pursuant to the express terms of this Agreement), and the parties hereby agree that neither party hereto shall have any remedies or causes of action (whether in contract, tort, statute or otherwise) for any statements, communications, disclosures, failures to disclose, representations or warranties not explicitly set forth in this Agreement.

(c) Buyer acknowledges and agrees that no representative of the Company Group has any authority, express or implied, to make any representations, warranties, covenants or agreements not specifically set forth in this Agreement and subject to the limited remedies provided in this Agreement. All representations and warranties set forth in this Agreement are contractual in nature only and, except in the case of Fraud, subject to the sole and exclusive remedies set forth herein. No Person is asserting the truth of any factual statements contained in any representation and warranty set forth in this Agreement; rather, except in the case of Fraud,

the parties have agreed that should any representations and warranties of any party prove inaccurate, the other party shall have the specific remedies herein specified as the exclusive remedy therefor.

Section 9.7 Counterparts; Electronic Delivery. This Agreement and agreements, certificates, instruments and documents entered into in connection herewith may be executed and delivered in one or more counterparts and by email, each of which shall be deemed an original and all of which shall be considered one and the same agreement. No Party shall raise the use of email to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of email as a defense to the formation or enforceability of a Contract and each Party forever waives any such defense.

Section 9.8 Governing law; Waiver of Jury Trial. The Law of the state of Delaware shall govern (a) all claims or matters related to or arising from this Agreement (including any tort or non-contractual claims) and (b) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the state of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the state of Delaware. EACH PARTY TO THIS AGREEMENT HEREBY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES HEREUNDER. ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MUST BE INSTITUTED IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURT IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY'S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

Section 9.9 Specific Performance. Each Party acknowledges and affirms that in the event any of the provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached, money damages would be inadequate (and therefore the non-breaching Party would have no adequate remedy at law) and the non-breaching Party would be irreparably damaged. Accordingly, each Party agrees that each other Party shall be entitled to specific performance, an injunction or other equitable relief (without posting of bond or other security or needing to prove irreparable harm) to prevent breaches of the provisions of this Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any Proceeding instituted in any court of the United States or any state thereof having jurisdiction over the Parties and the matter (subject to the provisions set forth in Section 9.8), in addition to any other remedy to which such Person may be entitled, at law or in equity.

Section 9.10 No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their permitted assigns and nothing herein expressed or implied shall give or be construed to

give any Person, other than the Parties and such permitted assigns, any legal or equitable rights hereunder (other than in respect of Buyer Indemnified Parties and Seller Indemnified Parties who are express third-party beneficiaries hereunder and entitled to enforce certain obligations hereunder).

Section 9.11 Disclosure Schedules. Except as otherwise provided in the Disclosure Schedules, all capitalized terms used therein shall have the meanings assigned to them in this Agreement. The Disclosure Schedules are arranged in sections corresponding to the sections contained in this Agreement merely for convenience, and the disclosure of an item in one section of the Disclosure Schedules as an exception to a particular covenant, agreement, representation or warranty will be deemed adequately disclosed as an exception with respect to all other covenants, agreements, representations and warranties to the extent that the relevance of such item to such other covenants, agreements, representations or warranties is reasonably apparent on its face without independent knowledge of the reader by the presence of an appropriate cross-reference thereto or other appropriate means.

Section 9.12 Federal Cannabis Laws.

(a) While certain states in the United States have adopted Laws that authorize certain activities with relation to cannabis and marijuana, 21 USC §841(A)(I) of the United States Federal Controlled Substances Act 21 USC §811 ("CSA") continues to make the manufacture, distribution, or possession with intent to distribute cannabis illegal under United States federal Law. The United States Federal Government regulates cannabis possession and use through the CSA, which classifies marijuana as a Schedule I controlled substance. United States federal Law prohibits physicians from dispensing a Schedule I controlled substance, including marijuana, by prescription. The CSA makes it a crime, amongst other things, to possess and use marijuana even for medical reasons. The United States Supreme Court recognized the authority of the United States Federal Government to prohibit marijuana for all purposes even medical ones, despite valid state Laws authorizing the medical use of marijuana. Therefore, even though these certain states authorize the cultivation, distribution, and sale of medical marijuana, this in no way impairs the ability of the United States federal government to seek civil and criminal sanctions against any individual or entity that, in any manner contemplated by the CSA, participates in a state legalized marijuana business. Any asserted claim or demand, arising specifically related to any United States federal Law relating specifically and only to marijuana in any fashion, whether by cultivation, production, distribution, sale or otherwise, by any Person, whether based on contract, tort, implied or express warranty, strict liability, criminal or civil statute, ordinance or regulation, common Law or otherwise, relating to or arising out of any of the foregoing matters or issues, including without limitation any enforcement of United States Federal Laws or statutes (and any related administrative rules or regulations), whether now or hereinafter existing, to the extent not consistent with applicable state Laws, is referred herein as an "Excluded Federal Claim". The foregoing means that each of the Parties could be subject to civil forfeiture of assets or could face criminal penalties. Additionally, the foregoing means that all of the representations and warranties made herein with respect to compliance with any Law are specifically qualified and limited by the fundamental nature of the Parties' business which is not in compliance with Federal Cannabis Laws and, for the avoidance of doubt, no Proceeding may be brought by any Party arising in connection with an Excluded Federal Claim.

(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, THE PARTIES AGREE AND ACKNOWLEDGE THAT NO PARTY MAKES, WILL MAKE OR SHALL BE DEEMED TO MAKE OR HAVE MADE ANY REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE COMPLIANCE OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN WITH ANY FEDERAL CANNABIS LAWS.

Each of the undersigned has caused this Equity Purchase Agreement to be duly executed as of the date first above written.

MEMBER:

CANSORTIUM HOLDINGS LLC

By: (signed) “David E. Vautrin”

Name: David E. Vautrin

Title: Interim Chief Executive Officer

COMPANY:

CANSORTIUM PENNSYLVANIA, LLC

By: (signed) “David E. Vautrin”

Name: David E. Vautrin

Title: Interim Chief Executive Officer

TRICK TAIL:

TRICK TAIL CAPITAL, LLC

By: (signed) “David E. Vautrin”

Name: David E. Vautrin

Title: Interim Chief Executive Officer

BUYER:

HIVE HOLDINGS, INC.

By: (signed) "David Kite"

Name: David Kite

Title: Director

Exhibit A

Reference Net Working Capital

Schedule Section 6.3(e)

Allocation Methodology

The Purchase Price (and any other amounts treated as consideration for applicable income Tax purposes) shall be allocated among the assets of the Company in accordance with Code Section 1060 and the methodology set forth below:

Class	Allocation of Payments
Class I (Cash and Deposit Accounts)	An amount for such assets equal to the amount held in the Company’s account at Parke Bank immediately before the Closing, which the parties agree represents the fair market value of such assets.
Class II (Marketable Stock, Government Securities, etc.)	An amount for such assets equal to their trading value as of the Closing Date, which the parties agree represents the fair market value of such assets.
Class III (Accounts Receivable)	An amount for such assets equal to the amount reflected for such assets on the Latest Balance Sheet (as updated for the passage of time to the Closing Date), which the parties agree represents the fair market value of such assets.
Class IV (Inventory)	An amount for such assets equal to the amount reflected for such assets of Final NWC as finally determined, which the parties agree represents the fair market value of such assets.
Class V (Assets other than Class I, II, III, IV, VI, or VII assets)	An amount for such assets equal to their net book value as reflected on the Latest Balance Sheet (as updated for the passage of time to the Closing Date), which the parties agree represents the fair market value of such assets.
Class VI (Section 197 Intangibles other than Goodwill and Going Concern Value)	An amount for such assets equal to their net book value as reflected on the Latest Balance Sheet (as updated for the passage of time to the Closing Date), which the parties agree represents the fair market value of such assets.
Class VII (Goodwill and Going Concern Value)	Residual amount.

Notwithstanding anything to the contrary, no portion of the Purchase Price (or any other amounts treated as consideration for applicable income Tax purposes) shall be allocated to any restrictive covenants or similar items.

AI assistant

FLUENT M&A Activity 2026

47705_rns_2026-01-08_fe311663-8c07-4176-ac3d-99378d8a0048.pdf

EQUITY PURCHASE AGREEMENT

RECITALS

AGREEMENT

ARTICLE I CERTAIN DEFINITIONS

ARTICLE II

PURCHASE AND SALE TRANSACTIONS

ARTICLE III

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY

Section 3.3 Capitalization.

Section 3.4 Financial Statements and Related Matters.

Section 3.6 Company Assets.

Section 3.7 Insurance.

Section 3.8 Tax Matters.

Section 3.9 Material Contracts.

Section 3.13 Employees.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Section 6.8 Employee Matters.

Section 6.9 Wind Down License.

Section 6.10 Personal Information.

Section 9.12 Federal Cannabis Laws.

MEMBER:

COMPANY:

TRICK TAIL:

Schedule Section 6.3(e)

Allocation Methodology

AI assistant

FLUENT — M&A Activity 2026

47705_rns_2026-01-08_fe311663-8c07-4176-ac3d-99378d8a0048.pdf

EQUITY PURCHASE AGREEMENT

RECITALS

AGREEMENT

ARTICLE I CERTAIN DEFINITIONS

ARTICLE II

PURCHASE AND SALE TRANSACTIONS

ARTICLE III

REPRESENTATIONS AND WARRANTIES CONCERNING THE COMPANY

Section 3.3 Capitalization.

Section 3.4 Financial Statements and Related Matters.

Section 3.6 Company Assets.

Section 3.7 Insurance.

Section 3.8 Tax Matters.

Section 3.9 Material Contracts.

Section 3.13 Employees.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Section 6.8 Employee Matters.

Section 6.9 Wind Down License.

Section 6.10 Personal Information.

Section 9.12 Federal Cannabis Laws.

MEMBER:

COMPANY:

TRICK TAIL:

Schedule Section 6.3(e)

Allocation Methodology

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FLUENT M&A Activity 2026