STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement (this “Agreement”) is entered into as of November 27, 2024, among (i) FRX Acquisition, Inc., a Delaware corporation (“Buyer”), (ii) FRX Polymers, Inc., a Delaware corporation (the “Company”), and (iii) FRX Innovations Inc., a Canada corporation (“Seller”). Capitalized terms used and not otherwise defined in this Agreement have the meanings set forth in Exhibit A.

RECITALS

WHEREAS, Seller owns 100% of the issued and outstanding equity interests of the Company (collectively, the “Stock”); and

WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, all of the Stock, all upon the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the premises, representations and warranties and mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I. PURCHASE AND SALE

1.01 Purchase and Sale of the Stock. Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties, and covenants contained in this Agreement, on the Closing Date, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of all Liens, all right, title and interest in and to all of the Stock.

1.02 Cash Purchase Price.

(a) The aggregate cash portion of the Purchase Price payable for the Stock is equal to the following: (i) $1,500,000, minus (ii) the Company Expenses, minus (iii) the Bridge Financing Amount (the “Cash Purchase Price”).

(b) At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a written statement (the “Estimated Closing Statement”) setting forth (x) Seller’s good faith estimate of (i) the Seller Expenses (the “Estimated Seller Expenses”), (ii) the Company Expenses (the “Estimated Company Expenses”), and (iii) the Bridge Financing Amount (the “Estimated Bridge Financing Amount”), and (y) the resulting calculation of the Cash Purchase Price based on the foregoing items (such amount, the “Estimated Cash Purchase Price”), in each case, together with reasonable supporting documentation for the calculations and components contained therein. Concurrently with Seller’s delivery of the Estimated Closing Statement to Buyer, Seller shall deliver to Buyer a spreadsheet setting forth wire instructions for each payment required to be made by Buyer at the Closing pursuant to Section 2.02(a) through Section 2.02(b) and the amount of each such payment (the “Payment Spreadsheet”). Seller shall, and shall cause each member of the Company Group to, cooperate and provide to Buyer and its representatives all information, records, data and working papers (including any such materials prepared by outside accountants or other advisors) and shall make available, during normal business hours, all personnel (including outside accountants and other advisors), in each case as may be reasonably requested by Buyer in connection with its review of the Estimated Closing Statement and the Payment Spreadsheet and the resolution of any disputes with respect thereto. Seller shall consider and incorporate any revisions to the Estimated Closing Statement and the Payment Spreadsheet proposed by Buyer in good faith and Seller shall

deliver a revised Estimated Closing Statement to Buyer reflecting such revisions proposed in good faith, which revised Estimated Closing Statement shall (x) be deemed to have been delivered at the time Seller delivered the initial Estimated Closing Statement, (y) supersede and replace the prior versions for all purposes hereunder, and (z) be used for purposes of determining the Estimated Cash Purchase Price and the amounts of the components thereof at the Closing. By agreeing to consummate the transactions contemplated by this Agreement on the Closing Date, Buyer shall not be deemed to have accepted Seller's determination of the Estimated Cash Purchase Price, and the parties agree that the Cash Purchase Price shall be finally determined after the Closing, if and to the extent required in accordance with the procedures set forth in Section 1.03. In no event will Buyer, any member of the Company Group, their respective Affiliates or and of their respective managers, officers, directors, employees, advisors, or other representatives have any Liability to Seller or any other Person on account of payments made in accordance with the Payment Spreadsheet.

(c) Seller covenants that it will use the Estimated Cash Purchase Price on the Closing Date to pay and settle in full all Seller Expenses in accordance with the Estimated Closing Statement.

(d) Seller agrees that, at the Closing, Buyer will retain $75,000.00 (the “Withholding Amount”) from the Estimated Cash Purchase Price, which will be held as security for the obligations of Seller under Section 1.03. The Withholding Amount will be released to the Seller in accordance with Section 1.03(b).

(e) Unless otherwise stated herein, all monetary values within this Agreement are in the currency of the United States.

1.03 Post-Closing Purchase Price Adjustment.

(a) Within ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Seller a statement setting forth the final calculation of the Company Expenses, Seller Expenses and the Bridge Financing Amount, in each case as of the Closing Date along with Buyer's calculation of the resulting Cash Purchase Price (the "Final Cash Purchase Price").

(b) If (i) the Estimated Cash Purchase Price exceeds (ii) the Final Cash Purchase Price (such excess, the "Excess Amount"), then Buyer shall recover the Excess Amount from the Withholding Amount. If the Excess Amount is greater than the Withholding Amount (such difference, the "Shortfall Amount"), then Seller shall, within five (5) Business Days of the determination of the Final Cash Purchase Price, pay to Buyer the Shortfall Amount by wire transfer of immediately available funds to an account designated by Buyer in writing. After payment of the Excess Amount to Buyer, the remaining Withholding Amount, if any, shall promptly be paid by Buyer to Seller by wire transfer of immediately available funds to an account designated in writing by Seller.

(c) Any payments made pursuant to Section 1.03 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

1.04 Earnout Payment.

(a) Earnout Payment. After the Closing, subject to the terms and conditions set forth in this Agreement and as additional consideration for the Stock, Buyer hereby agrees that if and only if the Net Proceeds in connection with a Liquidity Event are greater than or equal to the Hurdle (the "Payment Condition"), Seller will be entitled to receive an amount equal to (A) (i) the Net Proceeds minus (ii) the Hurdle, multiplied by (B) 50% (the "Earnout Payment"). Notwithstanding anything contained in this

Agreement to the contrary, in no event will (i) Seller be entitled to the Earnout Payment if the Payment Condition is not satisfied, and (ii) the Earnout Payment exceed the Earnout Payment Cap.

(b) Contingent Consideration. Subject to the satisfaction of the Payment Condition, the acquisition agreements pertaining to a Liquidity Event (the “Liquidity Event Agreement”) that provides for any escrowed or other contingent consideration (including, without restriction, any consideration placed into escrow or retained as holdback to be available for satisfaction of indemnification or similar obligations in connection with such Liquidity Event) (the “Additional Consideration”) will provide that the allocation of such Additional Consideration properly accounts for the Earnout Payment owed to Seller (if applicable) with respect to such Additional Consideration, and to the extent not explicitly stated to be paid directly to Seller (if owing to Seller), such Additional Consideration owing to Seller will be held in trust for Seller by Parent. Subject to the satisfaction of the Payment Condition, this will include the provision in the Liquidity Event Agreement that (i) the portion of such consideration that is not Additional Consideration (such portion, the “Initial Consideration”) will be allocated among Seller and the securityholders of Parent as if the Initial Consideration were the only consideration payable in connection with such Liquidity Event, and (ii) any Additional Consideration which becomes payable upon satisfaction of such contingencies set out in the Liquidity Event Agreement, will be allocated among the securityholders of Parent and Seller after taking into account the previous payment of the Initial Consideration as part of the same transaction.

(c) Determination of Earnout Payment. In connection with a Liquidity Event, Buyer shall prepare and deliver to Seller a statement setting forth Buyer’s calculation of Earnout Payment (if any) (the “Earnout Statement”). Seller shall have a period (the “Review Period”) of ten (10) days from the delivery of the Earnout Statement to review such statement. If as a result of such review, Seller disagrees with the Earnout Statement, Seller shall deliver to Buyer a written notice of disagreement (a “Dispute Notice”) prior to the expiration of the Review Period setting forth in detail the basis for such dispute, the specific items and amounts in dispute, and Seller’s alternative calculation of the calculations set forth in Earnout Statement (including the alternative calculations of each disputed line item). Any items not disputed in the Dispute Notice will be deemed to have been accepted by Seller. If Seller fails to deliver the Dispute Notice prior to the expiration of the Review Period, the Earnout Statement and the calculations set forth therein shall be deemed accepted by Seller. If Seller delivers such Dispute Notice prior to the expiration of the Review Period, Buyer and Seller shall meet and confer in good faith to resolve such disputed items for a period of five (5) days. In the event Buyer and Seller are unable to resolve such dispute within such five (5) day period, either party may submit the dispute to a Grant Thornton LLP or such other nationally recognized independent accounting firm mutually agreed upon by the parties (the “Neutral Accountant”) who shall resolve such dispute as promptly as may be reasonably practicable and shall deliver a written opinion setting forth a final determination of the Earnout Payment, which shall be final and binding on Seller and Buyer absent fraud or manifest error and shall be used to determine the amount payable to Seller under Section 1.04(a). The parties agree that the Neutral Accountant shall act as an expert in accounting, and not as an arbitrator, to resolve, in accordance with the applicable provisions of this Agreement, only the matters specified in any timely delivered Dispute Notice that remain in dispute. The fees and expenses of the Neutral Accountant shall be allocated and paid by Buyer, on the one hand, and/or Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Neutral Accountant. Buyer and Seller agree that any current conversion rates applicable to the calculation of the Earnout Payment will be determined by the board of directors (or equivalent governing body) of Parent in its reasonable good faith discretion and will not be subject to dispute. Seller further acknowledges and agrees that all amounts used in the calculation of the Earnout Payment will be calculated in Euros.

(d) Condition Precedent to Payment. As a condition precedent to receipt of any payment under this Section 1.04, immediately prior to the consummation of the Liquidity Event, (i) Seller must and will execute and deliver a termination and release agreement in form and substance reasonably

acceptable to Buyer, pursuant to which Seller fully terminates its rights to receive any further payments under this Agreement (other than Additional Consideration, if applicable), (ii) Seller must execute a release of claims in substantially the same form as set forth in Section 6.04 of this Agreement, including a release of all claims under this Agreement (other than claims for Additional Consideration, if applicable, set forth in the termination and release agreement), and (iii) Seller must execute and deliver a form W-8 dated as of the date of the consummation of the Liquidity Event. For greater clarity, if this Agreement is assigned by the Seller in accordance with Section 11.04, the foregoing conditions precedent will be delivered by the assignee of this Agreement, and not by the Seller; provided, however, Seller's must deliver a release of claims in substantially the same form as set forth in Section 6.04 in order for any assignee to be entitled to receive any payment under this Section 1.04, including a release of all claims of Seller under this Agreement.

(e) Payments. Subject to Section 1.04(d) and Section 8.06 of this Agreement, any payment under this Section 1.04 will be made by Buyer or its designee by way of wire transfer of immediately available funds to an account(s) designated in writing by Seller within five Business Days after the final determination of the amount of the Earnout Payment (if any) pursuant to Section 1.04(c), other than any Earnout Payment with respect to any Additional Consideration, which will be paid within five Business Days after such Additional Consideration is paid to Parent's securityholders. All payment(s) under this Agreement will be made in Euros and will be reduced by all Taxes required to be withheld or deducted under applicable Law.

(f) Termination. In no event will Seller be entitled to any Earnout Payment in connection with more than one Liquidity Event. Upon the consummation of a Liquidity Event, all of Seller's rights under this Agreement, and all of Buyer and Parent's obligations under this Agreement, will terminate, other than, subject to the satisfaction of the Payment Condition, Seller's right to receive (and Buyer's obligation to pay) the Earnout Payment, if any, in connection with such Liquidity Event.

(g) Operation of the Company Group. Seller acknowledges and agrees that (i) the Earnout Payment is speculative and subject to numerous factors outside of Parent's, Buyer's, the Company Group's, and their direct and indirect Subsidiaries' (collectively, the "Buyer Group") control, (ii) there is no assurance that Seller will receive any Earnout Payment and no member of the Buyer Group nor any of their Affiliates or representatives owes any fiduciary duty or express or implied duty, other than the implied covenant of good faith and fair dealing, to Seller, (iii) no member of the Buyer Group nor any other Person is making any representations or warranties to Seller or any other Person with respect to the operations of the Buyer Group, the payment or achievement of the Earnout Payment or pursuant to or in connection with this Agreement and all such representations and warranties, express or implied, are expressly waived and disclaimed by Seller. Notwithstanding the foregoing, Buyer shall not take or fail to take any action with the primary purpose (and not merely the effect) of frustrating, reducing or hindering the ability of Seller to receive the Earnout Payment pursuant to Section 1.04(a).

(h) No Security. Seller understands and agrees that (i) the contingent rights to receive any Earnout Payment is not represented by any form of certificate or other instrument, are not transferable and do not constitute an equity or ownership interest in any member of the Buyer Group or any of their respective Affiliates, (ii) Seller shall not have any rights as securityholders of any member of the Buyer Group or any of their respective Affiliates as a result of Seller's contingent right to receive the Earnout Payment, and (iii) no interest is payable with respect to the Earnout Payment (including any portion of the Additional Consideration payable to Seller).

(i) Covenants. Until the consummation of a Liquidity Event and so long as Seller is not in breach of its obligations under this Agreement, Seller shall have the right to request and receive from Buyer the most recently available audited (and if the Buyer Group is not then auditing its financial

statements, unaudited) annual financial statements of the Buyer Group. In addition, Buyer (i) covenants and agrees to use good faith efforts to negotiate a fair and reasonable purchase price in connection with the Liquidity Event, and (ii) represents and warrants to Seller that, as of the date hereof, Buyer intends to pursue a Liquidity Event at some point in the future.

(j) Subordination. Seller covenants and agrees that it will execute and deliver a subordination agreement in favor of any member of the Buyer Group’s current or future lenders to the extent requested by such current or future lenders, pursuant to which Seller will subordinate its rights under this Agreement to the rights of such current or future lenders under such lenders’ financing agreements with any member of the Buyer Group, so long as any such debt reduces the calculation of Net Proceeds under the Bridge Funding Payoff Agreements and the Deferred Debt Agreements.

(k) Tax Treatment of Earnout Payment. Any payments made pursuant to Section 1.04 shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

1.05 Withholding Tax. Buyer and each member of the Company Group shall be entitled to deduct and withhold from any amounts payable under this Agreement all Taxes that Buyer or any member of the Company Group may be required to deduct and withhold under any provision of applicable Law. All such withheld amounts shall be treated as delivered hereunder.

1.06 Currency Conversion. The parties hereby acknowledge and agree that for purposes of calculating Company Expenses, Seller Expenses, the Bridge Financing Amount or any indemnification obligations pursuant to ARTICLE VIII hereof, any amount, Liability or cost of the Company Group denominated in a currency other than U.S. dollars will be converted to U.S. dollars at the Closing applicable currency conversion rate (for Company Expenses, Seller Expenses or the Bridge Financing Amount) or the then applicable currency conversion rate (for indemnification obligations), based on the foreign exchange rates published by the Federal Reserve on that day or, if no such rate is published on that day, on the last day preceding date on which such rate was published.

ARTICLE II. CLOSING; SIGNING

2.01 Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall take place via e-mail on the date that is two (2) Business Days after the satisfaction or waiver of the conditions set forth in ARTICLE IX (except for those conditions which in accordance with their terms will be satisfied by deliveries made at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or at such other time, date and location as Buyer and Seller may agree in writing, and shall be structured so as not to require the physical presence of the parties. The date on which the Closing shall occur is referred to herein as the “Closing Date.” The effective time of the Closing shall be 12:01 a.m. Eastern Daylight Time on the Closing Date.

2.02 Closing Deliveries. On the Closing Date, Seller, Buyer, and the Company, as the case may be, shall execute and deliver (or cause to be executed and delivered) the following:

(a) Closing Payment. Buyer shall deliver the Estimated Cash Purchase Price (minus the Deposit Funds (which will be released to Seller pursuant to Section 2.02(c)) and the Withholding Amount) to Seller by wire transfer of immediately available funds to the account set forth in the Payment Spreadsheet.

(b) Certain Indebtedness; Company Expenses. Buyer shall deliver an amount equal to (i) the Payoff Amount as set forth in the Covestro Payoff Letter to the account set forth in the Covestro Payoff Letter, (ii) any unpaid Company Expenses, and (ii) the Estimated Bridge Financing Amount, in each case, to the account or accounts set forth in the Payment Spreadsheet and, if applicable, the payoff and release letters delivered by Seller to Buyer at Closing.

(c) Deposit Funds Release. Buyer and Seller shall execute and deliver joint written instructions to the Escrow Agent, directing the Escrow Agent to release and disburse the Deposit Funds to the account designated by Seller in the Payment Spreadsheet.

(d) Required Consents. Seller shall deliver all consents and approvals required for the execution, delivery and performance of this Agreement by any member of the Company Group or Seller as set forth on Schedule 2.02(d), other than those expressly waived in writing by Buyer at or prior to Closing.

(e) Contribution in kind of CCSRF Claim. Seller shall deliver evidence that the CCSRF Claim has been contributed in kind into the share capital of Parent.

(f) Resignation and appointment. Seller shall deliver written minutes of the shareholders' meeting c.q. board of directors' meeting acknowledging the resignation of Mr. Michael Goode, Mr. Marc Lebel and Avril Consulting BV, permanently represented by Mr. Avril Benoist as directors of FRX Belgium c.q. Mr. Marc Lebel and Avril Consulting BV, permanently represented by Avril Benoist as managing directors of FRX Belgium and appointing such individuals as designated in writing by Buyer as (new) directors of FRX Belgium with effect as from Closing.

(g) Annual accounts FRX Belgium. Seller shall deliver written evidence that the annual accounts in respect of the financial year 2023 of FRX Belgium are approved by the shareholders' meeting of the latter.

(h) Delivery of shareholders' register. Seller shall deliver the share register of FRX Belgium to the Buyer.

(i) FIRPTA Certificate. The Company shall deliver to the Buyer an affidavit dated as of the Closing Date, duly executed under penalties of perjury and otherwise in form and substance as required under Treasury Regulation Sections 1.897-2(h) and 1.445-2(e), certifying that it is not and has not been a United States real property holding corporation.

(j) Form W-8. Seller shall execute and deliver a completed Internal Revenue Service Form W-8 dated as of the Closing Date.

(k) Officer's Certificate.

(i) The Company and Seller shall deliver to Buyer a duly executed certificate by an officer of Seller and each member of the Company Group certifying that attached to such certificate are true and complete copies of (A) Seller's and each member of the Company Group's formation documents, as amended through and in effect on the Closing Date, (B) Seller's and each member of the Company Group's bylaws, shareholder agreement and/or operating agreement, as amended through and in effect on the Closing Date and (C) resolutions of Seller's and each member of the Company Group's board of directors and/or board of managers and shareholders and/or members, authorizing the execution, delivery and performance of this Agreement, the other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.

(ii) Buyer shall deliver to Seller a duly executed certificate by an officer of Buyer certifying that attached to such certificate are true and complete copies of (A) Buyer’s formation documents, as amended through and in effect on the Closing Date, (B) Buyer’s bylaws, shareholder agreement and/or operating agreement, as amended through and in effect on the Closing Date and (C) resolutions of Buyer’s board of directors and shareholders authorizing the execution, delivery and performance of this Agreement, the other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.

(l) Good Standing Certificates.

(i) Seller and the Company shall deliver to Buyer a certificate of good standing or existence (or equivalent) of Seller and each member of the Company Group issued as of a date not more than 10 days prior to the Closing Date by the appropriate Governmental Entity (e.g., Secretary of State) of their respective jurisdiction of formation.

(ii) Buyer shall deliver to Seller a certificate of good standing Buyer issued as of a date not more than 10 days prior to the Closing Date by the Delaware Secretary of State.

(m) Stock Certificates; Stock Power.

(i) Seller and the Company shall deliver to Buyer the original certificates representing the Stock and the equity interests of each other member of the Company Group, if certificated, duly endorsed in blank (or accompanied by stock powers or other instruments of transfer duly executed in blank) and otherwise in the proper form for transfer.

(ii) Seller and the Company shall deliver to Buyer evidence regarding Seller’s ownership of the Stock (including the number of shares of Stock issued and outstanding), in form and substance acceptable to Buyer’s counsel in its reasonable discretion.

(n) KBC Note Restructuring.

(i) Seller and the Company shall provide Buyer with documentation, in form and substance reasonably acceptable to Buyer, necessary or desirable to consummate the KBC Note Restructuring prior to the Closing.

(ii) Effective prior to the Closing and immediately after the consummation of the KBC Note Restructuring, Seller and the Company shall provide Buyer with documentation, in form and substance reasonably acceptable to Buyer, evidencing that the KBC Debt Holder has forgiven and released the Company from all amounts owing under the KBC Loan Documents and all KBC Debt in excess of $2,069,000.

(o) Bridge Funding Payoff Agreements.

The Company and Seller shall deliver to Buyer (i) a bridge funding payoff agreement in substantially the form attached hereto as Exhibit B-1, duly executed by the Company, on the one hand, and each of Newburyport Partners, LLC and CCSRF Fireman (Cayman) Investment Limited, on the other hand, and (ii) the bridge funding payoff agreement in substantially the form attached hereto as Exhibit B-2, duly executed by the Company, on the one hand, and [Name of individual intentionally redacted as personal information], on the other hand (collectively, as executed on the Closing Date and as amended, restated, or other modified from time to time after the Closing Date, the “Bridge Funding Payoff Agreements”).

(p) Deferred Debt Agreements. The Company and Seller shall deliver to Buyer (i) a payoff agreement in substantially the form attached hereto as Exhibit B-3, duly executed by the Company, on the one hand, and each Deferred Debt Holder, on the other hand, and (ii) the subordinated unsecured promissory debt note in substantially the form attached hereto as Exhibit B-4, duly executed by Parent, FRX Belgium, and UIF (collectively, as executed on the Closing Date and as amended, restated, or other modified from time to time after the Closing Date, the “Deferred Debt Agreements”).

(q) Resignations. The Company and Seller shall deliver to Buyer resignations, effective as of the Closing Date, from each director and officer of each member of the Company Group.

(r) Closing Certificates. (i) the Company and Seller shall deliver to Buyer a certificate dated as of the Closing Date certifying that the conditions set forth Section 9.01(a), Section 9.01(b), and Section 9.01(c) have been satisfied, duly executed by Seller and the Company, and (ii) Buyer shall deliver to Seller a certificate dated as of the Closing Date certifying that the conditions set forth in Section 9.02(a) and Section 9.02(b) have been satisfied, duly executed by Buyer.

(s) Supplemental Disbursement. Seller and the Company will provide evidence reasonably acceptable to Buyer that the full amount of all loans contemplated by the Supplemental Loan Agreement have been made to the Company.

(t) Covestro Payoff Letter. In the event the Covestro Payoff Letter expires prior to the Closing, Seller and the Company shall deliver to Buyer an amendment to the Covestro Payoff Letter extending the expiration date of the Covestro Payoff Letter beyond the proposed Closing Date.

(u) Payoff Letters; Invoices. Seller and the Company will provide evidence reasonably acceptable to Buyer (including invoices and estimates, as applicable) of the balances for all items composing Company Expenses (to the extent unpaid) and payoff letters and releases of all Liens on all of the assets and properties of any member of the Company Group, including all required UCC-3 termination statements or other evidences of discharge satisfactory to Buyer.

(v) Parent Guaranty of Earnout Payments. Buyer shall cause Parent to deliver to Seller a guaranty in substantially the form attached hereto as Exhibit G, duly executed by Parent.

(w) Equity Acknowledgement. An acknowledgement, in form and substance acceptable to Buyer, duly executed by Marc Lebel, pursuant to which each Person acknowledges and agrees that he does not own and is not entitled to acquire any equity interests in any member of the Company Group.

(x) Books and Records. Seller and the Company shall (i) deliver to Buyer all of the books and records (including all current and historical data) of the Company Group (to the extent not at the headquarters of the Acquired Companies), and (ii) provide Buyer with all passcodes and access codes used in the operation of the business of the Company Group, including those used to access the Company Group’s physical assets and Systems.

(y) Other Deliverables. Seller and the Company shall deliver to Buyer all other customary documents, instruments or certificates as shall be reasonably requested by Buyer and as shall be consistent with the terms of this Agreement. Buyer shall deliver to Seller all other customary documents, instruments or certificates as shall be reasonably requested by Seller and as shall be consistent with the terms of this Agreement.

(z) Notwithstanding anything to the contrary, Buyer shall pay the applicable member of the Company Group any amounts treated as wages, including unpaid bonuses, to a current or former employee of any member of the Company Group, which shall pay such amounts, less applicable withholding Taxes, to the respective recipient through such member of the Company Group’s payroll system.

2.03 Signing Deliveries. On or prior to the date of this Agreement, Seller, Buyer, and the Company, as the case may be, shall execute and deliver (or cause to be executed and delivered) the following (the “Signing Deliverables”):

(a) Deposit Amount. Buyer shall deposit $500,000 (the “Deposit Funds”) with the Escrow Agent, which will be held by the Escrow Agent in a separate escrow account (the “Deposit Escrow Account”) in accordance with the terms of the Escrow Agreement and this Agreement.

(b) Novation. Seller shall deliver an executed copy of a novation agreement entered into between KBC Bank NV, CCSRF Fireman (Cayman) Investment Ltd and FRX Belgium, in which the claim of KBC Bank NV on FRX Belgium for an amount of EUR 8,597,245.42 under to the facility agreement concluded between the latter and FRX Belgium on 21 December 2011 (“Facility Agreement”) has been renewed by a (new) claim from CCSRF Fireman (Cayman) Investment Ltd. on FRX Belgium for the same (outstanding) amount (the “CCSRF Claim”).

(c) Waiver Gigant. Seller shall deliver written evidence that it obtained a full waiver from Gigant in respect of all of its enforcement rights pursuant to the Liens granted by it in favor of KBC Bank NV under the Facility Agreement.

(d) Waiver Covestro. Seller shall deliver written evidence that it obtained a full waiver of Covestro in the framework of the change-of-control clause included in the right to build contract dated 20 March 2012 regarding the right to build, own and operate industrial installations on the plot located at Haven 507, Scheldelaan 420, 2040 Antwerp (Belgium).

(e) Addendum Covestro. Seller shall deliver an executed copy of an addendum entered into between Covestro NV and FRX Belgium in respect of the settlement of outstanding debt and payment of future site services and site utilities.

(f) Supplemental Loan Agreement. The Company and Seller shall deliver executed copies of the supplemental debt agreement among Newburyport Partners, LLC, CCSRF Fireman (Cayman) Investment Limited, and the Company pursuant to which Newburyport Partners, LLC and CCSRF Fireman (Cayman) Investment Limited have collectively agreed to loan $1,500,000 to the Company (the “Supplemental Loan Agreement”).

(g) Transaction Resolutions.

(i) Seller and the Company shall deliver to Buyer resolutions of Seller’s and each member of the Company’s board of directors and/or board of managers and, in the case of the Company, of the shareholder of the Company, authorizing the execution, delivery and performance of this Agreement, the other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.

(ii) Buyer shall deliver to Seller resolutions of Buyer’s board of directors authorizing the execution, delivery and performance of this Agreement, the other documents contemplated by this Agreement and the consummation of the transactions contemplated hereby and thereby.

(h) Distribution Agreement. The Company and/or Seller shall deliver to Buyer the distribution agreement between FRX Belgium and LANXESS Deutschland GmbH, duly executed by FRX Belgium and LANXESS Deutschland GmbH.

(i) Data Room. The Company and Seller will deliver to Buyer USB drives containing true and correct copies of the content of the Data Room as of the date of this Agreement to each Person designated in writing by Buyer.

(j) Prepaid Expense Loan Agreement. The Company and Seller will deliver to Buyer executed copies of the Prepaid Expense Loan Agreement.

(k) Interim Bridge Loan Agreement. The Company and Seller will deliver to Buyer executed copies of the Interim Bridge Loan Agreement.

(l) Escrow Agreement. Buyer shall execute and deliver the Escrow Agreement, duly executed by Buyer and the Escrow Agent and Seller shall execute and deliver the Escrow Agreement, duly executed by Seller.

(m) Parent Subscription and Shareholders’ Agreement. Execution by CCSRF Fireman Cayman Investment Limited, [Name of Shareholder intentionally redacted as confidential information], Newburyport Partners LLC, [Name of Shareholders intentionally redacted as confidential information] and Patrick Muezers (“Parent Shareholders”) of a subscription and shareholders’ agreement pertaining to Parent, in form and substance reasonably acceptable to the Parent Shareholders, contemplating the incorporation and capitalization of Parent.

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER

Except as set forth in the applicable sections of the Schedule (subject to Section 11.11), as a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated hereunder, Seller hereby makes the representations and warranties set forth in this ARTICLE III as of the date thereof and as of the Closing Date.

3.01 Authority.

Seller is a corporation duly incorporated, validly existing and in good standing under federal Laws of Canada, except as set forth on Schedule 3.01, and has not been discontinued or dissolved under such Laws. No steps or proceedings have been taken to authorize or require such discontinuance or dissolution or, to Seller’s Knowledge, the bankruptcy, insolvency, liquidation or winding up of Seller. Seller has all necessary corporate power, capacity and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it is currently conducted. Seller possesses all requisite power and authority necessary to carry out and perform the transactions and obligations contemplated by this Agreement. To the extent applicable, Seller’s execution, delivery and performance of this Agreement and all other agreements and instruments contemplated hereby to which Seller is or will be a party have been duly authorized. This Agreement and all other agreements or instruments contemplated hereby to which Seller is a party or by which Seller is bound, when executed and delivered by Seller in accordance with the terms hereof (assuming the due authorization, execution and delivery by the other party or parties thereto), shall each constitute a valid and binding obligation of Seller, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors rights generally, and (b) general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity).

3.02 Absence of Conflicts. The execution, delivery or performance of this Agreement or any other document contemplated hereunder by Seller, and the consummation by Seller of the transactions contemplated hereby or thereby: (a) does not or will not conflict with or result in a violation or breach of, or default under, any provision of the articles, by-laws, or other constating documents of the Seller, or any shareholder or director resolutions of Seller (b) does not or will not (i) conflict with or result in any breach of any of the provisions of, (ii) constitute a default under, (iii) result in a violation of, (iv) give any third party the right to terminate or to accelerate any obligation under, or (v) result in the creation of any Lien upon any assets of Seller (including, without limitation, upon or with respect to the Stock), in each case under the provisions of any indenture, license, mortgage, loan agreement, other agreement, instrument or Contract or any Law by which Seller or any of Seller's assets are affected, or (c) without limiting clauses (a) or (b) above, does not require any consent, approval or authorization of any Governmental Entity or any other Person.

3.03 Ownership of Stock. As of the Closing Date, all of the Stock is directly owned beneficially by Seller, free and clear of all Liens. Seller is the beneficial and record owner of all right, title and interest in and to the Stock, as set forth on Schedule 3.03. Seller is not a party to any option, warrant, purchase right, or other Contract or commitment that could require Seller to sell, transfer, or otherwise dispose of any equity interests of the Company. At the Closing, Seller shall transfer to Buyer good title to all of the equity interests of the Company, free and clear of any Liens or other restrictions on transfer or options, rights of first refusal or similar rights granted in favor of any third party.

3.04 Litigation. Except as set forth on Schedule 3.04, there are no Actions, suits or Proceedings pending or threatened against Seller, at Law or in equity, or before or by any Governmental Entity, which if determined adversely to Seller would adversely affect Seller's performance under this Agreement or the consummation by Seller of the transactions contemplated hereby.

3.05 Broker. Except as set forth on Schedule 3.05, none of the Company, Seller nor any representatives or Affiliates of Seller, has incurred any obligation or Liability, contingent or otherwise, for any brokerage or finder's fee or agent's commission or other similar payment in connection with this Agreement or the transactions contemplated hereunder.

ARTICLE IV.
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANY GROUP

Except as set forth in the applicable sections of the Schedule or the Data Room (subject to Section 11.11), as a material inducement to Buyer to enter into this Agreement and to consummate the transactions contemplated under this Agreement, Seller and the Company, jointly and severally, hereby make the representations and warranties set forth in this ARTICLE IV as of the date of this Agreement and as of the Closing Date.

4.01 Organization and Power. The Company is a corporation, validly existing and in good standing under the Laws of Delaware, FRX Belgium is a limited liability company, validly existing and in good standing under the Laws of Belgium, and FRX China is a limited liability company, validly existing and in good standing under the Laws of China. Each member of the Company Group is qualified to do business in every jurisdiction (which jurisdictions are set forth on Schedule 4.01) in which the nature of its business or the ownership of its property requires it to be qualified, except where the failure to do so would not be material to such member of the Company Group. Each member of the Company Group has the full power necessary to own and operate its properties and carry on such member of the Company Group's business as now conducted. All officers and (managing) directors of each member of the Company Group are set forth on Schedule 4.01.

4.02 Authorization. Each member of the Company Group has full power and authority to execute and deliver this Agreement and all other documents contemplated hereunder to which it is or will be a party and to perform its obligations hereunder and thereunder, and each such agreement constitutes a legal, valid and binding obligation of such member of the Company Group, enforceable against such member of the Company Group in accordance with its terms. Each member of the Company Group has duly approved this Agreement and all other documents contemplated hereunder to which it is or will be a party and has or will duly authorized its execution, delivery and performance of this Agreement and such other documents and transactions contemplated hereunder and the performance of its obligations hereunder and thereunder. No other Proceeding or Action on the part of any member of the Company Group is necessary to approve and authorize such member of the Company Group’s execution and delivery of this Agreement or any other documents contemplated hereunder to which such member of the Company Group is a party or the performance of its obligations hereunder or thereunder.

4.03 Capitalization; Subsidiaries.

(a) All of the issued and outstanding equity securities of each member of the Company Group have been duly authorized, validly issued, and are fully paid and non-assessable and are owned by the Person, as set forth on Schedule 4.03(a).

(b) Except as set forth on Schedule 4.03(b), no member of the Company Group owns any stock, partnership interest, joint venture interest or other equity ownership interest in any Person. The business of each member of the Company Group has only been conducted through such member of the Company Group. No member of the Company Group has violated any securities Laws in connection with the offer, sale or issuance of its equity interests. The equity securities of each member of the Company is not subject to, nor was it issued in violation of, any purchase option, call option, right of first refusal or offer, co-sale or participation right, preemptive right, subscription right or similar right. There are no declared or accrued but unpaid dividends with respect to any equity securities of any member of the Company Group. There are no outstanding securities, options, warrants, calls, rights, convertible or exchangeable securities or Contracts or obligations of any kind (contingent or otherwise) to which any member of the Company Group is a party or by which any member of the Company Group is bound obligating any member of the Company Group, directly or indirectly, to issue, deliver or sell or cause to be issued, delivered or sold, additional shares of equity securities of any member of the Company Group or obligating any member of the Company Group to issue, grant, extend or enter obligations of any member of the Company Group (contingent or otherwise) to repurchase, redeem or otherwise acquire, directly or indirectly, any equity securities (or options or warrants to acquire any such equity securities) of any member of the Company Group, and there are no outstanding rights to cause any member of the Company Group to register its securities or which otherwise relate to the registration of any equity securities of any member of the Company Group. There are no outstanding stock-based appreciation rights, profits interests, profit participation, restricted stock, stock-based performance units, “phantom” stock rights or other Contracts or obligations of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment based on the performance or any other attribute of any member of the Company Group. There are no agreements among the Company’s equityholders or any other Person with respect to the voting or transfer of any member of the Company Group’s equity securities or with respect to any other aspect of any member of the Company Group’s affairs.

(c) The attached Schedule 4.03(c) correctly sets forth the name of each Subsidiary of each member of the Company Group, the jurisdiction of its organization and the Persons owning the outstanding equity securities of such Subsidiary.

4.04 Absence of Conflicts. The execution, delivery and performance of this Agreement or any other document contemplated hereunder by each member of the Company Group, and the consummation

of the transactions contemplated hereby or thereby does not or will not: (a) conflict with or result in any breach of any of the provisions of, (b) constitute a default under, (c) result in a violation of, (d) give any third party the right to terminate or to accelerate any obligation under, (e) result in the creation of any Lien upon any assets of any member of the Company Group, or (f) require any authorization, consent, approval, exemption or other action by or notice to or filing with any Governmental Entity or any other Person, in each case under the provisions of the articles of organization, bylaws, resolutions or other organizational documents of any member of the Company Group or any indenture, license, mortgage, loan agreement or other agreement, instrument, Contract or any Law by which any member of the Company Group or any of its respective assets is affected, or to which any member of the Company Group or any of its respective assets is subject.

4.05 Financial Statements; Indebtedness; Accounts Receivable; Accounts Payable.

(a) Attached as Schedule 4.05(a) are true and complete copies of the following: (i) the audited consolidated balance sheets of Seller and the Company Group for the last day of, and the related statements of income and cash flows for, its respective fiscal years ending on each of December 31, 2021 and 2022 (the "Annual Financial Statements"), (ii) the unaudited consolidated balance sheets of Seller and the Company Group for the last day of, and the related statements of income and cash flows for, its respective fiscal years ending on each of December 31, 2023 (the "2023 Unaudited Financial Statements"), and (iii) the unaudited consolidated balance sheet of Seller and the Company Group (the "Latest Balance Sheet") as of June 30, 2024 and the accounts payable balances of the Company Group for the nine (9) month period ended September 30, 2024 (the "Interim Financial Statements" and together with the Annual Financial Statements and the 2023 Unaudited Financial Statements, the "Financial Statements" and each, a "Financial Statement"). Each Financial Statement is accurate and complete in all respects, is consistent with the books and records of the Company Group (which, in turn, are accurate and complete in all respects), and fairly and accurately presents the financial condition, operating results, and cash flows of the Company Group as of such dates and has been prepared in accordance with International Financing Reporting Standards ("IFRS") IFRS consistently applied throughout the period covered thereby. The reserves reflected in the Financial Statements are reasonable and have been calculated in a consistent manner.

(b) Except as set forth in the Accounts Payable Balance or Data Room Folder 4.05(b), no member of the Company Group has any additional Indebtedness.

(d) Data Room Folder 4.05(d) sets forth all accounts payable, capital expenditures, and other expenses and obligations (including without limitation, payments owing to project managers, contractors, vendors, suppliers, employees, consultants, etc.) of the Company Group as at September 30, 2024, that are due or owing by any member of the Company Group (the "Accounts Payable Balance").

4.06 Certain Developments.

Since September 1, 2023, there has occurred no fact, event, condition, change or circumstance which has had or would reasonably be expected to have a Material Adverse Effect (individually or in the aggregate) upon any member of the Company Group's business. Since September 1, 2023, each member of the Company Group's business (including, without limitation, the provision of services, management of working capital and incurrence of and payment or financing of capital expenditures) has been conducted in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, except a set forth on Schedule 4.06, there has not been any:

(a) amendment of the organizational documents of any member of the Company Group;

(b) split, combination or reclassification of any equity securities in any member of the Company Group;

(c) issuance, sale or other disposition of any equity securities in any member of the Company Group, or grant of any options, warrants or other rights to purchase or obtain (including upon conversion, exchange or exercise) any equity securities in any member of the Company Group;

(d) declaration or payment of any distributions on or in respect of any equity securities in any member of the Company Group or redemption, purchase or acquisition of any of the outstanding equity securities of any member of the Company Group;

(e) material change in any method of accounting or accounting practice of any member of the Company Group, except as required by applicable Law, or any material change in any member of the Company Group’s business practices, including modification to cash management activities (including the timing of, invoicing and collection of receivables, rebates, discounts or allowances and the accrual and payment of payables and other current liabilities) or modification to the manner in which the books and records of any member of the Company Group are maintained other than as disclosed in the Seller’s audited 2023 Financial Statements;

(f) change in any Tax election, any annual Tax accounting period, or any adoption or change in any Tax accounting method, policy or practice, filed any amended Tax Return, entered into any closing agreement, settled any Tax claim or assessment, surrendered any right to claim a refund of Taxes or consented to any extension or waiver of the limitation period applicable to any Tax claim or assessment;

(g) entry by any member of the Company Group into any Contract with any material customer or that would constitute a Material Contract or the acceleration, termination, modification or cancellation by any Person of any Contract with any material customer or that would constitute a Material Contract;

(h) entry by any member of the Company Group into any material loan or Contract or other transaction involving the payment or provision of money with any of its respective equity holders, managers, officers, or employees;

(i) incurrence, assumption or guarantee of any indebtedness for borrowed money in an aggregate amount exceeding $20,000 or imposed or granted any Liens upon any assets of any member of the Company Group other than Permitted Liens;

(j) material damage, destruction or loss (whether or not covered by insurance) to the properties or assets of any member of the Company Group;

(k) sale, lease, transfer, disposition of, abandonment of or assignment of any of the permits or licenses of any member of the Company Group or any of their respective properties or assets;

(l) sale or other disposition of any of the assets shown or reflected on the Financial Statements, except in the ordinary course of business consistent with past practice and except for any assets having an aggregate value of less than $25,000;

(m) (A) entry by any member of the Company Group into any Contract involving the payment or receipt of more than $25,000 (other than such Contracts involving payment to a member of the Company Group entered into in the ordinary course of business consistent with past practice), or (B) the acceleration, termination, modification or cancellation of any Contract involving more than $25,000 to which any member of the Company Group is a party;

(n) unless required by law, entry by any member of the Company Group into any commitment or capital expenditure or Contract to make any capital expenditure in excess of $25,000 in the aggregate or the failure by any member of the Company Group to make any material capital expenditure reasonably necessary or advisable in the ordinary course of business consistent with past practice;

(o) (i) other than those disclosed in the Accounts Payable Balance, including the delay in payment of certain insurance policies in Antwerp, delay or postponement of the payment of any accounts payable or other Liabilities of any member of the Company Group, (ii) acceleration of the receipt of accounts receivable, rebates, discounts or allowances of any member of the Company Group, or (iii) delay with respect to the purchase of supplies or inventory or delay with respect to capital expenditures, repairs or maintenance by any member of the Company Group;

(p) change in the compensation payable or to become payable to any director, managers, officers, employees, agents or independent contractors of any member of the Company Group;

(q) extension by any member of the Company Group of any offers of employment or engaging any consultants or independent contractors who, in each case, would receive cash compensation at a rate in excess of $45,000 per year and, in the case of any consultant or independent contractor, whose relationship with such member of the Company Group is not terminable without Liability on prior notice of 30 days or less;

(r) adoption, amendment or modification of any Benefit Plan with exception of the termination of the Company’s 401(k) plan and dental plan;

(s) with exception of Xiudong Sun, granted any severance or termination pay to, or entered into or materially amended any employment, severance or other Contract with any member of the Company Group’s equity holders, managers, officers, employees, agents or independent contractors, including any bonus payment or arrangement;

(t) sale, transfer, license, sublicense or otherwise encumbrance or disposition of any material Company Intellectual Property, amendment or modification in any respect in any existing Contracts or rights with respect to any Company Intellectual Property, disclosure to any Person (other than Persons bound by confidentiality and non-disclosure obligations), or allowing to fall into the public domain, any trade secrets, or abandonment or permission to lapse of any Company Intellectual Property;

(u) acquisition by any member of the Company Group by merger or consolidation with, or by purchase of a portion of the assets, stock or other equity of, or by any other manner, any business or any Person or any division thereof;

(v) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution of any member of the Company Group or filing of a petition in bankruptcy of any member of the Company Group under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against any member of the Company Group under any similar Law;

(w) commencement, initiation, entry into any settlement or compromise of, or offer or proposal to settle or compromise any Proceeding involving, by or against any member of the Company Group;

(x) cancellation of any debts owed to any member of the Company Group, or waiver of any claims or rights in favor of any member of the Company Group or any revaluation, in any material respect, of any member of the Company Group’s material assets;

(y) other than the cancellation of the general liability and stoppage of business insurance at FRX Belgium, cancellation, termination, amendment in any material respect or lapse of (including by a failure to renew) any insurance policy naming any member of the Company Group as an insured;

(z) grant by any member of the Company Group to any customers or clients any rebates, price concessions, discounts or allowances other than in the ordinary course of business and for amounts not in excess of $25,000 or agreed to a reduction in rebates, price concessions, discounts or allowances other than in the ordinary course of business and for amounts not in excess of $25,000 in any single calendar year;

(aa) any material business interruptions or material Liabilities arising out of, resulting from or related to any recent market dislocations, whether directly or indirectly, including (i) disruptions to supply chains, (ii) the failure of suppliers, vendors or service providers to timely manufacture, ship or deliver goods and/or to timely perform services, (iii) labor shortages, (iv) reductions in customer demand, (v) any claim of force majeure by any member of the Company Group or a counterparty to any Contract, (vi) any default under a Contract to which any member of the Company Group is party or bound, (vii) restrictions on the operations of any member of the Company Group, (viii) reduced hours of operations or reduced aggregate labor hours, or (ix) restrictions on uses of Real Property; or

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

4.07 Title to Properties.

(a) Real Property. All real property leased by any member of the Company Group or otherwise used by any member of the Company Group has been disclosed in Data Room Folder 4.07(a) (the “Real Property”). Except as set forth in Data Room Folder 4.07(a), no member of the Company Group has any fee title or beneficial ownership or leasehold interest in any real estate or real property or has ever had any fee title or beneficial ownership or leasehold interest in any real estate or real property. The Real Property is served by all utilities reasonably required to enable the Company Group to operate its business in accordance with past practices and, to the Company’s Knowledge, there are no inadequacies in any material respect with respect to such utilities. The operation and use of the buildings and other improvements constituting the Real Property does not violate any zoning, subdivision, building or similar Law, ordinance, Order, regulation or recorded plat or any certificate of occupancy issued with respect to the Real Property, except for violations that would not have a Material Adverse Effect with respect to any individual Real Property. No security deposits have been applied with respect to any leased premises that constitute Real Property. There are no defects, rights, violations, directives, notices, judgments, Orders, licenses, permits or conditions affecting the Real Property which could be expected to materially impair or restrict the future use of such Real Property or the conduct of the business by any member of the Company Group immediately following the Closing. The Real Property has been operated and maintained in compliance with applicable Law. Each member of the Company Group has a valid leasehold interest in all Real Property disclosed in Data Room Folder 4.07(a).

(b) Title and Condition of Assets. Except as disclosed in Data Room Folder 4.07(b), each member of the Company Group owns good and marketable title, free and clear of all Liens, other than Permitted Liens, to all of the personal and tangible property and material assets shown on the Latest Balance Sheet or acquired thereafter. At the Closing, the assets of the Company Group will include all of those material assets (real, personal, tangible and intangible (including Intellectual Property)) necessary to conduct the Company Group’s business as presently conducted and as are sufficient for the continued conduct of the Company Group’s business after the Closing in substantially the same manner as conducted prior to the date hereof, and all such assets are in good operating condition and state of repair (subject to normal wear and tear), free from material defects (patent and latent), and are adequate and suitable for the purposes for which such assets are presently used by the Company prior to and as of the Closing Date.

4.08 Tax Matters. With exception of 2023 calendar year federal income Tax Return filings by the Company and 2023 calendar year income Tax Return filing by FRX Belgium, each member of the Company Group has timely filed all Tax Returns required to be filed by it under applicable Laws, each such Tax Return has been prepared in compliance with all applicable Laws, and all such Tax Returns are true and accurate in all respects. All Taxes due and payable by each member of the Company Group (whether or not shown as due on such Tax Returns) have been paid in full. No member of the Company Group is the beneficiary of any extension of time within which to file any Tax Return. Except for city Taxes owing to the city of Chelmsford, MA in an amount equal to $25,645.99, no claim has ever been made by an authority in a jurisdiction where any member of the Company Group does not file Tax Returns that any member of the Company Group is or may be subject to taxation by that jurisdiction. There are no Liens for Taxes (other than Taxes not yet due and payable) upon any of the assets of any member of the Company Group. Each member of the Company Group has withheld and paid all Taxes required to have been withheld and paid in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party. No federal, state, local, or non-U.S. Tax audits or administrative or judicial Tax Proceedings are pending or being conducted with respect to the Company. The Company has not received from any federal, state, local, or non-U.S. Taxing Authority (including jurisdictions where any member of the Company Group has not filed Tax Returns) any (a) notice indicating an intent to open an audit or other review, (b) request for information related to Tax matters, or (c) notice of deficiency or proposed adjustment for any amount of Tax proposed, asserted, or assessed by any Taxing Authority against any member of the Company Group. Seller has delivered to Buyer correct and complete copies of all federal income Tax Returns, examination reports, and statements of deficiencies assessed against or agreed to by any member of the Company Group filed or received since December 31, 2018. No member of the Company Group has waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency. No member of the Company Group is a party to or bound by any Tax allocation, indemnification, or sharing agreement. No member of the Company Group (a) has been a member of an affiliated, consolidated, combined, unitary, or similar group or (b) has any Liability for the Taxes of any Person under Reg. §1.1502-6 (or any similar provision of state, local, or non-U.S. Law), as a transferee or successor, by Contract, or otherwise. The unpaid Taxes of each member of the Company Group (A) did not, as of the most recent fiscal month end, exceed the reserve for Tax Liability (rather than any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Latest Balance Sheet (rather than in any notes thereto) and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the Company Group in filing its Tax Returns. Since the date of the Latest Balance Sheet, no member of the Company Group has incurred any Liability for Taxes arising from extraordinary gains or losses, as that term is used in IFRS, outside the ordinary course of business consistent with past custom and practice. No member of the Company Group will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (a) change in method of accounting for a taxable period ending on or prior to the Closing Date; (b) use of an improper method of accounting for a taxable period ending on or

prior to the Closing Date; (c) “closing agreement” as described in Code §7121 (or any corresponding or similar provision of state, local, or non-U.S. income Tax law) executed on or prior to the Closing Date; (d) intercompany transaction or excess loss account described in Treasury Regulations under Code §1502 (or any corresponding or similar provision of state, local, or non-U.S. income Tax law); (e) installment sale or open transaction disposition made on or prior to the Closing Date; (f) prepaid amount or deferred revenue received or accrued on or prior to the Closing Date; or (g) election under Code §108(i). No member of the Company Group uses, or has ever used, the cash receipts and disbursements method of accounting for income Tax purposes. No member of the Company Group has distributed stock of another Person, or has had its stock distributed by another Person, in a transaction that was purported or intended to be governed in whole or in part by Code §355 or Code §361. No member of the Company Group is or has ever been a party to any “reportable transaction,” as defined in Code §6707A(c)(1) and Reg. §1.6011-4(b). No member of the Company Group has a permanent establishment (within the meaning of an applicable Tax treaty) or otherwise has an office or fixed place of business in a country other than the country in which it is organized. No member of the Company Group has received any letter ruling from the Internal Revenue Service (or any comparable ruling from any other Taxing Authority). Each Benefit Plan or other agreement, Contract, plan, or arrangement to which any member of the Company Group is a party that is a “nonqualified deferred compensation plan” subject to Code §409A (each, a “409A Plan”) complies with and has been established, documented and maintained, in form and operation, in accordance with the requirements of Code §409A and any U.S. Department of Treasury or Internal Revenue Service guidance issued thereunder and no amounts under any such 409A Plan is, or is reasonably expected to be, or has been, subject to the interest and additional Tax set forth under Code §409A(a)(1)(B). No member of the Company Group has any actual or potential obligation to indemnify, reimburse or otherwise “gross-up” any Person for the interest or additional Tax set forth under Code §§ 409A and/or 4999. No member of the Company Group has elected to defer the payment of any “applicable employment taxes” (as defined in Section 2302(d)(1) of the CARES Act) pursuant to Section 2302 of the CARES Act and no member of the Company Group has claimed any “employee retention credit” pursuant to Section 2301 of the CARES Act. Each member of the Company Group has properly (i) collected and remitted sales, value added and similar Taxes with respect to sales or leases made to or services provided to, its customers, and (ii), for all sales, leases or services that are exempt from sales, value added and similar Taxes and that were made without charging or remitting sales, value added or similar Taxes, received and retained any appropriate tax exemption certificates and other documentation qualifying such sale as exempt. No member of the Company Group has adopted as a method of accounting, or otherwise accounted for any advance payment or prepaid amount under (A) the “deferral method” of accounting described in Rev. Proc. 2004-34, 2004-22 IRB 991 (or any similar method under state, local or non-U.S. Law) or (B) the method described in Section 451(c) of the Code (or any similar method under state, local or non-U.S. Law).

4.09 Contracts and Commitments.

(a) Data Room Folder 4.09 contains all material Contracts to which any member of the Company Group is currently a party or by which any of its assets are bound, whether written or oral (collectively, the “Material Contracts”), excluding non-disclosure agreements entered into in the ordinary course of business in substantially the form found in Data Room Folder 4.09, including any of the following Contracts: (i) any Contract or group of related Contracts with the same party (or group of related parties) either (A) requiring payments after the Closing Date to or by any member of the Company Group of more than $10,000 in the aggregate, or (B) not terminable by the applicable member of the Company Group on sixty (60) calendar days’ or fewer notice without penalty or Liability; (ii) any Contract (or group of related Contracts) for the lease of personal property from or to third parties with annual payments exceeding $10,000 or with a term exceeding one (1) year; (iii) any Contract relating to the acquisition, control or disposition, within the five (5) years immediately preceding the Closing Date, of (A) any equity securities or rights to acquire equity securities of any Person, (B) any line of business or substantial portion of the assets of any Person, or (C) real property; (iv) any agreement or offer letter, as applicable, for the

employment of, or performance of services by, any Person on a full-time, part-time or consulting basis, any agreement or offer letter, as applicable, providing severance, retention, stay bonus, or change in control pay or benefits, or any agreement or offer letter, as applicable, relating to loans to directors, officers, managers, employees or Affiliates, other than advances in the ordinary course of business consistent with past practice; (v) any Contract (A) relating to the borrowing of money or other Indebtedness, or the guaranty of another Person’s borrowing of money or other Indebtedness or any other guaranty of the payment by or performance obligation of another Person, including all notes, mortgages, indentures and other obligations, agreements and instruments for or relating to any lending or borrowing or the granting of any security with respect thereto, including assumed Indebtedness, or (B) pursuant to which any member of the Company Group has loaned or advanced money to any Person, other than sales to customers on credit in the ordinary course of business consistent with past practice; (vi) any Contract granting any Person a Lien on all or any portion of the assets of any member of the Company Group, other than Permitted Liens; (vii) Contracts with any Governmental Entity; (viii) Contracts that limit or purport to limit the ability of any member of the Company Group or Seller to (A) own, operate, sell, transfer, pledge or otherwise dispose of or encumber any assets of any member of the Company Group, (B) compete in any line of business or with any Person or in any geographic area or during any period of time; (ix) Contracts for the sale, assignment, lease, license or other disposition of any of the assets of any member of Company Group or for the grant to any Person of any option, right of first refusal, or preferential or similar right to purchase any assets of any member of the Company Group; (x) any Contract that grants another Person “most favored nation status” or similar rights; (xi) any Contract relating to the use or development of Intellectual Property (other than (i) non-exclusive licenses for commercially available, unmodified, off-the-shelf software licensed for one-time or annual fees of less than $10,000 and (ii) agreements with employees entered into in the ordinary course of business on standard forms of agreement), and (xii) any Contract with a material customer or material supplier of any member of the Company Group.

(b) Each Material Contract is valid, binding and enforceable in accordance with its terms, and shall be in full force and effect without penalty in accordance with its terms upon consummation of the transactions contemplated by this Agreement. With the exception of timely payment, (i) the applicable member of the Company Group has performed all obligations required to be performed by it under each Material Contract and the applicable member of the Company Group is not in breach or default thereunder, (ii) no Material Contract is currently subject to or is expected to be subject to cancellation or any other material modification by the other party thereto or is subject to any penalty, right of set off or other charge by the other party thereto for late performance or delivery, and (iii) no member of the Company Group has Knowledge of any breach or anticipated breach by the other parties to any Material Contract.

4.10 Intellectual Property.

(a) Schedule 4.10 lists a complete and accurate list of all material (i) patents and patent applications owned by any member of the Company Group, (ii) registered trademarks and applications for registrations of trademarks owned by any member of the Company Group, (iii) material unregistered trademarks, (iv) registered copyrights and applications for registrations of copyrights owned by any member of the Company Group, and (v) domain names owned by any member of the Company Group (collectively, together with all other Intellectual Property owned by the Company, the “Company Intellectual Property”). Except as set forth on Schedule 4.10(a), the applicable member of the Company Group exclusively owns all right, title and interest in and to each item of Company Intellectual Property, free and clear of all Liens, other than Permitted Liens, and without the payment of any royalties or other amounts to any other Person, and the Company Group owns or has a valid and enforceable right or license to use all other Intellectual Property used in the operation of the business of the Company Group.

(b) (i) all rights to the registered Company Intellectual Property are valid, subsisting, in full force and effect, are held of record in the name of the applicable member of the Company Group,

and are not the subject of any Proceeding challenging any scope, effect or validity and are in material compliance with formal legal requirements (including, as applicable, the payment of filing, examination and maintenance fees), (ii) no member of the Company Group has received any written notice with respect to any alleged infringement, misappropriation or violation of any Intellectual Property of any Person, (iii) no written claim has been asserted against any member of the Company Group for infringement, misappropriation or violation of any Intellectual Property of any Person and no such written claim with respect to infringement, misappropriation or violation of any Intellectual Property of any Person is pending or threatened (including any unsolicited demand or request from a third party to license any Intellectual Property), (iv) no member of the Company Group, nor the conduct of its business, infringes, misappropriates or violates, or has in the six years prior to the date hereof has infringed, misappropriated or violated, the Intellectual Property of any Person, (v) no member of the Company Group has made any written claim or sent any written notice at any time in the past six (6) years asserting that any Person is infringing, misappropriating or violating the Company Intellectual Property, (vi) to the Company's Knowledge, no Person is infringing, misappropriating or violating any Company Intellectual Property, and (vii) no judgment, holding, decision, Order or decree of any court or other Governmental Entity, and no agreement, consent or stipulation exists which would limit the use or enjoyment by the Company Group of any right in any Company Intellectual Property.

(c) All Persons that have participated in the development of any material Intellectual Property on behalf of the Company Group have executed written instruments that (i) assign to the Company Group all rights, title and interest in and to any and all inventions, improvements, discoveries, writings and other works of authorship and related Intellectual Property developed by such Persons within the scope of their employment or engagement and (ii) obligate the applicable Person to maintain the confidentiality of any Confidential Information of the Company Group. No current or former Affiliate, partner, director, stockholder, officer, member, manager, employee, consultant or contractor of the Company Group will, after giving effect to the transactions contemplated hereby, own, license or retain any of the Company Intellectual Property.

(d) The Company Group has taken commercially reasonable measures to protect the Company Intellectual Property and have taken commercially reasonable steps reasonable under the circumstances to maintain the confidentiality of the trade secrets and other material Confidential Information of the Company Group.

(e) Neither the execution, delivery or performance of this Agreement, nor the consummation of the transactions contemplated hereunder, will result in the loss or impairment of or payment of any additional amounts with respect to, nor require the consent of any other Person in respect of, Buyer's right to own or use any Company Intellectual Property or breach any agreement related to Intellectual Property used by the Company Group.

(f) The Company Group maintain commercially reasonable policies and procedures regarding data security, privacy, data transfer, and the use of data, have the necessary written agreements in place, and have safeguards in place that are sufficient to protect Personal Data and confidential information in the possession or control of the Company Group from unauthorized access by third Persons and to ensure that the operation of the business of the Company Group (including with respect to employee matters) is in compliance with all Data Security Requirements. The Company Group and the operation of its business are and have been in compliance with all Data Security Requirements. Neither the execution and delivery of this Agreement nor the consummation of the Closing will result in a breach or violation of, or constitute a default under, any Data Security Requirement. No member of the Company Group experienced any breach of security, phishing incident, ransomware or malware attack or other incident in which confidential or sensitive information, payment card data, personally identifiable information or other protected information relating to individuals was or may have been accessed, disclosed or exfiltrated in an

unauthorized manner, and no member of the Company Group has received any notices or complaints from any Person or been the subject of any claim, Proceeding or investigation with respect thereto.

(g) Each member of the Company Group has made transparent privacy notices available to all individuals about whom any member of the Company Group Processes or direct the Processing of Personal Data, if required by, and in conformance with, the Data Security Requirements. The Company Group’s written privacy notices fully and accurately disclose how the Company Group Processes Personal Data about such individuals. The Company Group has contractually obligated all third party service providers Processing Personal Data, in each case on behalf of the Company Group to (i) comply with applicable Data Security Requirements, (ii) take reasonable steps to protect and secure Personal Data and other sensitive or confidential information from loss, theft, unauthorized access, use, modification, disclosure or other misuse, and (iii) comply with all other obligations required to be incorporated into such contractual obligation by applicable Data Security Requirements.

(h) The Company Group uses commercially reasonable efforts to protect the confidentiality, integrity and security of the Systems used in the operation of the business of the Company Group and to prevent any unauthorized use, access, interruption or modification of the Systems. All Systems owned or controlled by, or used for the Company Group are (i) free from any material defect, bug, virus, or programming, design, or documentation error or corruptant or other software routines or hardware components that permit unauthorized access or the unauthorized disablement or erasure of such, (ii) in sufficiently good working condition to effectively perform all information technology operations and include a sufficient number of license seats for all third-party licensed software, and are fully functional and operate and run in a reasonable and efficient business manner, in each case as necessary for the operation of the business of the Company Group as currently conducted and (iii) sufficient for the current needs of the Company Group, including as to capacity, scalability and ability to meet current and anticipated peak volumes in a timely manner. There have been no material failures, breakdowns, outages, continued substandard performance, or other adverse events affecting any such Systems in the three years prior to the date hereof. The Company Group maintains commercially reasonable disaster recovery and business continuity plans, procedures and facilities in connection with the operation of its business, act in compliance therewith and have taken commercially reasonable steps to test such plans and procedures on a periodic basis, and such plans and procedures have been proven effective upon such testing in all material respects.

(i) The Company does not own, and has not developed, any Software. All Software used by the Company is commercially available, unmodified, off-the-shelf software that is non-exclusively licensed to the Company.

4.11 Employees. The name, start date, title or position, citizenship, exempt or nonexempt status, and the compensation (including salary, bonuses and commissions), as of the date hereof, for each individual engaged by each member of the Company Group as an employee or independent contractor is set forth in Data Room Folder 4.11. No member of the Company Group is party to or bound by any collective bargaining agreement or relationship with any labor organization and no labor organization has filed or made demand for recognition. There is no employment-related charge, complaint, grievance, investigation, or inquiry, pending or threatened, relating to an alleged violation or breach by any member of the Company Group (or its officers or directors) of any Law or Contract and no employee or agent of any member of the Company Group has committed any act or omission giving rise to Liability for any such violation or breach. The Company Group has properly verified the identity and work authorization status of each of its employees. The Company Group has correctly classified those individuals performing services for each member of the Company Group as common law employees, leased employees, independent contractors or agents of the Company Group and no member of the Company Group has any Liability for the improper classification of any employees as independent contractors, exempt from the overtime requirements of the Fair Labor Standards Act or any other applicable employment standards Law,

or leased employees. Except as expressly set forth in the Accounts Payable Balance, unpaid dental expenses in the US or as set forth on Schedule 4.11, no member of the Company Group has any Liability to any employee or contractor of any member of the Company Group, including any Liability for earned, but unpaid wages, benefits or other compensation.

4.12 Employee Benefit Plans

Each of the Benefit Plans is located in Data Room Folder 4.12. Each Benefit Plan (and each related trust, insurance Contract, or fund) has been established, maintained, funded and administered in compliance with (a) its terms and (b) the requirements of ERISA, the Code, and all other applicable Laws. Each Benefit Plan that is intended to meet the requirements of a “qualified plan” under Code § 401(a) has received a current favorable determination letter from the Internal Revenue Service or may rely upon a current opinion or advisory letter from the Internal Revenue Service, and nothing has occurred that could adversely affect the qualification of such Benefit Plan. No Benefit Plan provides, and no member of the Company Group has current or potential obligation to provide, or to pay for or subsidize any amount of, post-employment, post-ownership, or post-termination health, life or other welfare benefits to any Person other than (including for a longer period than) as required by Part 6 of Subtitle B of Title I of ERISA or Code § 4980B or similar state Law and for which the covered Person pays the full cost of coverage. No Benefit Plan is and neither the Company Group, Seller or any of their ERISA Affiliates maintains, sponsors, funds, participates in, contributes to, or has any obligation to contribute to, or has any other current or contingent Liability or obligation under or with respect to: (i) any “multiemployer plan” (as defined in ERISA § 3(37)); (ii) any “defined benefit plan” (as such term is defined in ERISA § 3(35)) or any other plan that is or was subject to Code § 412 or 430 or ERISA § 302 or Title IV of ERISA; (iii) a “multiple employer welfare arrangement” (as defined in ERISA § 3(40)); or (iv) a “multiple employer plan” (within the meaning of ERISA § 210 or Code § 413(c)). There have been no nonexempt “prohibited transactions” as defined by ERISA or the Code with respect to any Benefit Plan. With respect to each Benefit Plan, all contributions, distributions, reimbursements and premium payments that are due on or before the date hereof and the Closing Date have been timely made in accordance with the terms of the Benefit Plan and in compliance with the requirements of applicable Law, or if not yet due, have been made or properly accrued. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement could (whether alone or in conjunction with another event, including a termination of employment), directly or indirectly, (x) result in any payment (whether in cash, property or the vesting of property) becoming due to any current or former employee, officer, director, independent contractor or other individual service provider, (y) increase, or accelerate the time of payment, funding or vesting of, any compensation or benefits, whether due under any Benefit Plan or otherwise, or (z) result in an obligation to fund or otherwise set aside assets to secure to any extent any of the obligations under any Benefit Plan. No provision or condition exists that would prevent any member of the Company Group or Buyer from terminating or amending any Benefit Plan at any time for any reason.

4.13 Compliance with Laws; Grants

Except as disclosed in Data Room Folder 4.13, each member of the Company Group has materially complied with and is in material compliance with all applicable Laws which affect the Company Group’s business or to which any member of the Company Group is subject, and no claim has been filed against any member of the Company Group alleging a violation of any such Law and no member of the Company Group has received written notice of any violation or alleged violation. No member of the Company Group is now, directly or indirectly, subject (nor has any member of the Company Group ever been subject) to any Proceeding, investigation, penalty assessment, or audit by any Governmental Entity or to any other allegation that any member of the Company Group has violated the regulations of any such Governmental Entity or made a material false statement or omission to any Governmental Entity, including those related to government procurement. Each member of the Company Group is, and always has been, in all material respects, in compliance with all the terms and requirements of each supranational, national, regional or local grants, aids, subsidies, allowances or benefits awarded or to be awarded to them; and so far as the Seller is aware there is no ground for revoking or being obliged to reimburse any such grants. The entering into or performance of this Agreement will

not result in the termination, revoking or amendment of any grant awarded to any member of the Company Group.

4.14 Affiliate Transactions. Neither Seller nor any Related Person or Affiliate of Seller or of any member of the Company Group (a) is a party to any Contract or transaction with any member of the Company Group or (b) has any interest in or owns any asset, tangible or intangible, which is used in any member of the Company Group’s business.

4.15 Environmental Matters. Except as disclosed in Data Room Folder 4.15:

(a) Each member of the Company Group is and has been in compliance with all Environmental Law.

(b) Each member of the Company Group has obtained and complied with, and is in compliance with, all permits, licenses, and other authorizations that are or have been required pursuant to Environmental Law for the occupation of its facility and the operation of its business (“Environmental Permits”). Schedule 4.15(b) contains a list of all Environmental Permits that are required for the occupation of the Company Group’s facilities and the operation of the business.

(c) No member of the Company Group has received any notice, claim, complaint, citation, report or other information regarding any actual or alleged violation of Environmental Law or any Liabilities or potential Liabilities arising under Environmental Law relating to any member of the Company Group or its business, nor is there any Proceeding pending or, to the Company’s Knowledge, threatened against or affecting any member of the Company Group or its business relating to a violation of any Environmental Law.

(d) None of the following exists or has existed at any real property that any member of the Company Group has owned or operated: (i) underground storage tanks, (ii) asbestos or asbestos-containing materials, (iii) materials or equipment containing polychlorinated biphenyls, or (iv) landfills, surface impoundments or disposal areas. There are no Hazardous Materials present at any real property that any member of the Company Group has owned or operated in a manner that has given rise to or would reasonably be expected to give rise to Liabilities pursuant to any Environmental Law.

(e) No member of the Company Group has treated, stored, disposed of, arranged for or permitted the disposal of, transported, handled, or released any Hazardous Materials, or owned or operated any property or facility in a manner that has given rise to or would reasonably be expected to give rise to material Liabilities pursuant to any Environmental Law.

(f) No member of the Company Group has, either expressly or by operation of Law, assumed or undertaken any Liability or corrective or remedial obligation of any other Person relating to Environmental Law.

(g) Seller has provided to Buyer true, correct and complete copies of all environmental reports, audits, assessments and investigations, and all other material environmental documents, relating to any member of the Company Group, any real property owned or used by any member of the Company Group, the Company Group’s business or any of the Company Group’s predecessors.

4.16 Undisclosed Liabilities. No member of the Company Group has any Liability (and there is no reasonable basis for any present or future Proceeding against it giving rise to any such Liability), except for (a) Liabilities set forth on the face of the Interim Financial Statements, and (b) Liabilities which have arisen after the date of the Interim Financial Statements in the ordinary course (none of which results

from, arises out of, relates to, is in the nature of, or was caused by any actual or alleged breach of Contract, breach of warranty, tort, violation of Environmental Law, infringement, or violation of Law).

4.17 Insurance

Certificates of insurance and completed insurance policies for each insurance policy to which any member of the Company Group is a party, a named insured, or otherwise is the beneficiary of coverage are located in Data Room Folder 4.17. With respect to each such insurance policy: (a) the policy is legal, valid, binding, enforceable, and in full force and effect and will continue to be following the Closing of the transactions contemplated herein, (b) no member of the Company Group nor any other party to the policy is in breach or default and no event has occurred which, with notice or the lapse of time, would constitute such a breach or default, or permit termination, modification, or acceleration, under the policy, (c) no party to the policy has repudiated any provision thereof, and (d) Seller has provided to Buyer true and complete copies thereof. With the exception of general liability and business interruption insurance at FRX Polymers, during the past two years, no member of the Company Group has failed to timely pay and premiums or other amounts owing under any insurance policy maintained by or on behalf of any member of the Company Group, there are no historical gaps in coverage with respect to any such insurance policies, and no member of the Company Group has allowed any such insurance policies to lapse or terminate.

4.18 Bank Accounts

Each bank account (designating each authorized signatory and the level of each signatory’s authorization) of each member of the Company Group is set forth on Schedule 4.18. Schedule 4.18 also sets forth each bank account used by any member of the Company Group during the past twelve months. No bank accounts used by any member of the Company Group are in the name of or are controlled by Seller.

4.19 Litigation

All civil or criminal litigation, arbitration, mediation, or other Proceedings to which any member of the Company Group, Seller, or any director or officer of any member of the Company Group is or was a party that currently is pending, that was settled or adjudicated within the past five years or that maintains an unsatisfied Liability, and any claim that could reasonably be expected to result in a Proceeding or is threatened against any member of the Company Group is set forth in Data Room Folder 4.19. No matter described in Data Room Folder 4.19 could reasonably prevent or adversely affect the consummation of the transactions contemplated under this Agreement, result in any transactions contemplated under this Agreement being declared unlawful or rescinded or have a Material Adverse Effect.

4.20 COVID-19 Pandemic; CARES Act and PPP Loan

Except as set forth in Data Room Folder 4.20, neither Seller nor any member of the Company Group has (a) received any loan or grant under the CARES Act and Coronavirus Relief Programs, (b) deferred any payroll Taxes or (c) availed itself of any of the Tax deferral, credits or benefits pursuant to the CARES Act and Coronavirus Relief Programs. Seller and each member of the Company Group has complied and is in compliance in all respects with the CARES Act and Coronavirus Relief Programs and any documentation related thereto. All applications and certifications made by Seller or any member of the Company Group pursuant to the CARES Act are true and accurate (and were true and accurate when made or submitted). The Company Group has made available to Buyer true, complete and correct copies of all documentation related to (i) the eligibility of Seller and/or any member of the Company Group for relief pursuant to the CARES Act and Coronavirus Relief Programs and (ii) any funds or grants committed or disbursed to Seller or any member of the Company Group under the CARES Act and Coronavirus Relief Programs. All amounts received by Seller and/or any member of the Company Group under the CARES Act and Coronavirus Relief Programs have been used in compliance with the CARES Act and Coronavirus Relief Programs and expended in such a way that all amounts received are eligible for forgiveness. Each loan or grant under the CARES Act or any other Coronavirus Relief Program received by Seller or any member of the Company Group has been forgiven in full in accordance with all applicable Laws.

4.21 No Other Representations and Warranties. Except for the representations and warranties contained in ARTICLE III or this ARTICLE IV (including the related portions of the Schedules attached hereto), neither the Seller nor any other Person, is making, and shall not be deemed to have made, any other express or implied representation or warranty on behalf of the Seller or the Company. Without limiting the generality of the foregoing, except as expressly covered by a representation and warranty contained in ARTICLE III or this ARTICLE IV, neither Seller nor any other Person has made, or is making, any representation or warranty with respect to any information or documents (financial or otherwise) made available to Buyer or its representatives before the Closing Date. Notwithstanding the foregoing or anything to the contrary in this Agreement, nothing in this Agreement shall limit or otherwise affect any Person's rights or remedies in the case of Fraud, and nothing in this Section 4.21 shall limit or otherwise affect any Person's rights or remedies with respect to any breach of or inaccuracy in any representation or warranty contained in this Agreement (including the Data Room or the Schedules).

4.22 Acknowledgement. Seller and the Company acknowledge that, except as expressly set forth in ARTICLE V, neither Buyer nor any of its Affiliates (or any other Person, including Parent) has made or will be deemed to have made, and neither Seller nor the Company (or any of its Affiliates) has relied on, any express or implied representation or warranty of Buyer, Parent or any of their respective Affiliates in connection with this Agreement or the transactions contemplated by this Agreement, other than as expressly set forth in ARTICLE V. Notwithstanding the foregoing or anything to the contrary in this Agreement, nothing in this Agreement shall limit or otherwise affect any Person's rights or remedies in the case of Fraud, and nothing in this Section 4.22 shall limit or otherwise affect any Person's rights or remedies with respect to any breach of or inaccuracy in any representation or warranty contained in this Agreement (including the Data Room or the Schedules).

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER

As a material inducement to the Company and Seller to enter into this Agreement and to consummate the transactions contemplated hereunder, Buyer makes the representations and warranties set forth in this ARTICLE V as of the date thereof and as of the Closing Date.

5.01 Authority. Buyer is a corporation duly incorporated, validly existing and in good standing under the Laws of its jurisdiction of formation and has not been discontinued or dissolved under such Laws. No steps or proceedings have been taken to authorize or require such discontinuance or dissolution or, to Buyer's actual knowledge, the bankruptcy, insolvency, liquidation or winding up of Buyer. Buyer has all necessary corporate power, capacity and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on its business as it is currently conducted. Buyer possesses all requisite power and authority necessary to carry out and perform the transactions and obligations contemplated by this Agreement. To the extent applicable, Buyer's execution, delivery and performance of this Agreement and all other agreements and instruments contemplated hereby to which Buyer is or will be a party have been duly authorized. This Agreement and all other agreements or instruments contemplated hereby to which Buyer is a party or by which Buyer is bound, when executed and delivered by Buyer in accordance with the terms thereof (assuming the due authorization, execution and delivery by the other party or parties thereto), shall each constitute a valid and binding obligation of Buyer, enforceable in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting or relating to creditors rights generally, and (b) general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity).

5.02 Absence of Conflicts. Neither the execution, delivery or performance of this Agreement or any other document contemplated hereunder by Buyer, nor the consummation by Buyer of the

transactions contemplated hereby or thereby does or will: (a) conflict with or result in a breach of any of the provisions of, (b) constitute a default under, (c) result in the violation of, (d) give any third party the right to terminate or to accelerate any obligation under, or (e) require any consent, Order, approval, authorization or other action of, or any filing with or notice to, any Governmental Entity or other Person, in each case under the provisions of the organizational documents of Buyer or any indenture, license, mortgage, loan agreement or other agreement, instrument, Contract or any Law by which Buyer or any of its assets are affected, or to which Buyer or any of its assets is subject.

5.03 Litigation. There are no Actions, suits or Proceedings pending or threatened against Buyer, at Law or in equity, or before or by any Governmental Entity, which if determined adversely to Buyer would adversely affect Buyer's performance under this Agreement or the consummation by Buyer of the transactions contemplated hereby.

5.04 No Other Representations and Warranties. Except for the representations and warranties contained in this ARTICLE V (including the related portions of the Schedules attached hereto), neither Buyer nor any other Person, is making, and shall not be deemed to have made, any other express or implied representation or warranty on behalf of Buyer. Without limiting the generality of the foregoing, except as expressly covered by a representation and warranty contained in this ARTICLE V, neither Buyer nor any other Person has made, or is making, any representation or warranty with respect to any information or documents (financial or otherwise) made available to Seller or any member of the Company Group or their representatives before the Closing Date. Notwithstanding the foregoing or anything to the contrary in this Agreement, nothing in this Agreement shall limit or otherwise affect any Person's rights or remedies in the case of Fraud, and nothing in this Section 5.04 shall limit or otherwise affect any Person's rights or remedies with respect to any breach of or inaccuracy in any representation or warranty contained in this Agreement (including the Data Room or the Schedules).

5.05 Acknowledgement. Buyer acknowledges that, except as expressly set forth in ARTICLE III or ARTICLE IV, Seller, and none of Seller's Affiliates (or any other Person) has made, and none of such Persons or any other Person shall be deemed to have made, and Buyer has not relied on, any express or implied representation or warranty of Seller or the Company in connection with this Agreement or the transactions contemplated by this Agreement, other than as expressly made by them in ARTICLE III or ARTICLE IV. Notwithstanding the foregoing or anything to the contrary in this Agreement, nothing in this Agreement shall limit or otherwise affect any Person's rights or remedies in the case of Fraud, and nothing in this Section 5.05 shall limit or otherwise affect any Person's rights or remedies with respect to any breach of or inaccuracy in any representation or warranty contained in this Agreement (including the Data Room or the Schedules).

ARTICLE VI.
COVENANTS

6.01 Press Releases and Announcements. Seller shall not make any press release or other public announcement of or with respect to this Agreement or any of the transactions contemplated hereunder without Buyer's prior written consent (which consent will not be unreasonably withheld, conditioned, or delayed); provided, however, Buyer's consent will not be required to the extent such public announcement is required by applicable Law, including the applicable Laws of the TSX Venture Exchange so long as Buyer is permitted to review the content of such public announcement and Seller considers in good faith any comments provided by Buyer with respect to the contents of such public announcement, in each case, prior to its insurance.

6.02 Further Transfers. From and after the Closing, each of Buyer and Seller will execute and deliver such further instruments of transfer and take such additional actions as any other party may

reasonably request to effect, consummate, confirm or evidence the transactions contemplated hereby and by the other documents contemplated hereunder. If Seller receives any payment attributable to the Company Group or their business or from customers of the Company Group after the Closing, then Seller will immediately remit such payment to Buyer or the applicable member of the Company Group. Seller understands that, subsequent to the Closing, neither Seller nor any of its direct or indirect Affiliates may use the name "FRX", "FRX Polymers" or any other name, variation, combination or derivative likely to cause confusion therewith. As soon as reasonably practicable following the Closing, Seller shall amend its articles of incorporation or similar document to change Seller's name to a name reasonably acceptable to Buyer that does not violate the foregoing provision.

6.03 Non-Solicitation, Non-Competition and Confidentiality.

(a) Non-Solicitation. In consideration of the transactions contemplated hereby, Seller agrees that, during the period beginning on the Closing Date and ending on the second (2nd) anniversary of the date hereof (the "Non-Solicit Restricted Period"), Seller will not and will cause its Affiliates and Related Persons not to, directly or indirectly, induce, interfere with or solicit, or attempt to induce, interfere with or solicit, any Person that is a current or former customer, supplier or other business relation of any member of the Company Group or any predecessor thereof into any business relationship that is competitive with the Restricted Business, or in any manner engage in or own, directly or indirectly, any interest in any business that provides services or products to any current or former customer of any member of the Company Group that are similar to or competitive with the products or services provided by the Restricted Business. In addition, Seller agrees that, during the Non-Solicit Restricted Period, Seller will not and will cause its Affiliates and Related Persons not to, directly or indirectly, hire, induce or attempt to induce any employee of any member of the Company Group or Buyer or any Person who was an employee or any member of the Company Group or Buyer during the preceding 6 month period to leave the employ of the Company Group or Buyer, or in any way interfere with the relationship between the Company Group or Buyer and any employee thereof. Seller will be permitted to hire employees of the Company Group with Buyer prior written consent and Buyer will not unreasonably withhold such consent with respect to employees who are terminated by the Company Group without cause.

(b) Non-Competition; Non-Disparagement. In consideration of the transactions contemplated hereby, Seller agrees that during the period beginning on the Closing Date and ending on the third (3rd) anniversary of the date hereof (the "Non-Compete Restricted Period"), Seller will not and will cause its Affiliates and Related Persons not to, anywhere in the world (the "Restricted Area"), during the Non-Compete Restricted Period, directly or indirectly own, operate, lease, manage, control, participate in, consult with, advise, provide services for, or in any manner engage in any business that competes with any member of the Company Group, as such business is conducted and is proposed to be conducted as of the date thereof. Seller agrees not to disparage Buyer or any member of the Company Group, their respective goods or services, or any past and present investors, officers, directors, employees, or any Affiliates and Related Persons of such Persons.

(c) Confidentiality. From and after the Closing, Seller shall, and shall cause each of its Affiliates and representatives to: (a) not use or disclose, directly or indirectly, any Confidential Information; and (b) safeguard all Confidential Information and protect it against disclosure, misuse, loss and theft. If Seller or any of its Affiliates or representatives is compelled to disclose any Confidential Information by any Proceeding or by applicable Law, (i) Seller shall promptly notify Buyer in writing in advance of such disclosure, which notification will include the nature of the legal requirement and the extent of the required disclosure, and (ii) Seller shall, and shall cause each of Seller's Affiliates and representatives to, disclose only that portion of such Confidential Information which Seller or Seller's Affiliate or representative, as applicable, is advised by such Person's legal counsel is legally required to be disclosed; provided, that, Seller shall, upon request of Buyer, use commercially reasonable efforts (at Buyer's sole

expense) to obtain an appropriate protective Order or other reasonable assurance that confidential treatment will be accorded such Confidential Information.

(d) Remedy for Seller Breach. Seller acknowledges and agrees that in the event of a breach by Seller of any of the provisions of this Section 6.03, monetary damages are inadequate and Buyer may have no adequate remedy at Law. Accordingly, in the event of any such breach, Buyer and its successors or assigns shall, in addition to any other rights and remedies existing in their favor, enforce their rights and Seller’s obligations hereunder by an action or actions for specific performance, injunctive and/or other relief, without any requirement of posting a bond or proving actual damages or posting any bond or other security.

(e) Extension of Restricted Period. In the event of any breach or violation by Seller of any of the provisions of this Section 6.03, the Non-Solicit Restricted Period and the Non-Compete Restricted Period of such covenant with respect to such Person shall be tolled until such breach or violation is resolved.

(f) Blue Pencil. If, at the time of enforcement of the covenants contained in this Section 6.03 (the “Restrictive Covenants”), a court shall hold that the duration, scope or area restrictions stated herein are unreasonable under circumstances then existing, the parties agree that the maximum duration, scope or area reasonable under such circumstances shall be substituted for the stated duration, scope or area and that the court shall be allowed and directed to revise the restrictions contained herein to cover the maximum period, scope and area permitted by Law. Seller has consulted with legal counsel regarding the Restrictive Covenants and determined and hereby acknowledges that the Restrictive Covenants are reasonable in terms of duration, scope and area restrictions and are necessary to protect the goodwill of the Company Group’s business and the substantial investment in the Company Group made by Buyer hereunder. Seller further acknowledges and agrees that the Restrictive Covenants are being entered into by him in connection with the sale by Seller of the Stock and the goodwill of the Company Group’s business pursuant to this Agreement and not directly or indirectly in connection with Seller’s employment or other relationship with the Company Group and that the consideration for the Restrictive Covenants is reasonable.

(g) Preservation of Value of Stock. The parties hereto confirm that the non-solicitation and non-competition covenants of Seller are granted to maintain and preserve the value of the Stock and are integral to the consummation of this Agreement.

6.04 Release.

(a) Effective as of the Closing, Seller on behalf of itself, and including its respective Affiliates, Related Persons, heirs, executors, personal representatives, successors and assigns (collectively, the “Releasing Parties”), release Buyer, each member of the Company Group and their respective predecessors, Affiliates, officers, directors, members, stockholders, members and employees (collectively, the “Released Parties”) from any and all Actions, causes of action, cross-claims, counter-claims, debts, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs and attorneys’ fees, or Liabilities of any nature whatsoever in Law and in equity, both past and present (for all points in time through the date of this Agreement) and whether known or unknown, suspected, or claimed against any of its, his or her Released Parties which such Releasing Party, or any officer, director, manager, trustee, spouse, heir, executor, administrator, successor or assign of such Releasing Party, has or may have, which arise out of or are connected with any member of the Company Group, Buyer, any Affiliate of any member of the Company Group or Buyer, or any predecessor thereto, whether arising under any federal, state or local civil or human rights Law, or under any other local, state, or federal Law, regulation or ordinance, or under any public policy, Contract or tort, or under common Law; or any claim

for breach of Contract, infliction of emotional distress, defamation, or any claim for costs, fees, or other expenses, including attorneys' fees incurred in these matters (all of the foregoing collectively referred to herein as such Releasing Party's "Released Claims"), provided that the foregoing shall not release any claim arising pursuant to this Agreement.

(b) As of the date hereof and as of the Closing, each Releasing Party represents that he, she or it has made no assignment or transfer of any Released Claim. Each Releasing Party acknowledges and intends that his, her or its execution and delivery of this release shall be effective as a bar to each and every one of the Released Claims, and expressly consents and agrees that this release shall be given full force and effect according to each and all of its express terms and provisions, including those relating to unknown and unsuspected Released Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Released Claims), if any, as well as those relating to any other Released Claims hereinabove mentioned or implied.

(c) Each Releasing Party agrees that if he, she or it violates any provision of this Section 6.04, such Releasing Party will pay all costs and expenses of defending against any related or resulting suit or other Proceeding incurred by his, her or its Released Parties, including reasonable attorneys' fees.

6.05 Certain Pre-Closing Covenants.

(a) During the period from the date hereof and continuing until the earlier of the termination of this Agreement and the Closing (the "Pre-Closing Period"), unless Buyer otherwise consents in writing, Seller and the Company shall, and Seller and the Company shall cause each member of the Company Group to, (i) conduct the business of the Company Group in the ordinary course of business consistent with past practice, (ii) preserve intact the existence and organization of each member of the Company Group, (iii) use commercially reasonable efforts to keep available the services of its employees and to preserve the goodwill and present relationships (contractual or otherwise) with all customers, suppliers, lenders, regulators and others doing business with each member of the Company Group, (iv) use commercially reasonable efforts to preserve in all material respects each member of the Company Group's present properties and its tangible and intangible assets, and (v) not take or omit to take any action which could reasonably be expected to result in a Material Adverse Effect on any member of the Company Group or Seller's any member of the Company Group's ability to consummate the transactions contemplated hereby.

(b) Without limiting the generality of Section 6.05(a), except as set forth on Schedule 6.05(b) or as required by applicable law, during the Pre-Closing Period, Seller and the Company shall not, and Seller and the Company shall cause each member of the Company Group not to, take, permit to occur, or commit or agree to take any of the actions described in Section 4.06 without the prior written consent of Buyer.

(c) During the Pre-Closing Period, Seller and the Company shall, and Seller and the Company shall cause each member of the Company Group to, promptly provide Buyer with a true and complete copy of any written communication between Seller and any member of the Company Group and any Governmental Entity which relates to Seller or any member of the Company Group.

(d) During the Pre-Closing Period, Seller and the Company shall grant, and each of Seller and the Company shall cause each member of the Company Group and their respective officers, managers, directors, employees, attorneys, accountants and other agents to grant, to Buyer and its authorized representatives, as well as their respective officers, employees, Affiliates and other agents, full and complete access, during normal business hours and upon reasonable notice, to the personnel, properties,

customers, suppliers, lessors, books and records of each member of the Company Group. Seller and the Company shall, and shall cause each member of the Company Group to, report to Buyer, as and when requested, concerning the status of the operations, finances and affairs of each member of the Company Group.

(e) During the Pre-Closing Period, Buyer shall, and shall cause each of the officers, directors, employees and representatives of Buyer to, treat and hold as confidential and not disclose to any third party any Confidential Information.

(f) During the Pre-Closing Period, Seller, the Company and Buyer shall not, and each shall cause each of their respective officers, directors, employees and representatives not to, disclose the existence of or terms of this Agreement to any person other than such officers, directors, employees and representatives of such Person with a need to know such information in connection with the transactions contemplated hereby.

(g) During the Pre-Closing Period, Seller and the Company shall not, and Seller and the Company shall cause each member of the Company Group not to, (i) deviate in any material respect from the budget attached hereto as Schedule 6.05(g) (the "Budget") or (ii) incur any expenses in excess of the expenses set forth in the Budget.

6.06 Notice of Material Developments. During the Pre-Closing Period, each party hereto shall give prompt written notice to the other parties of (a) any variances in any of its representations or warranties contained in ARTICLE III, ARTICLE IV, or ARTICLE V as the case may be, (b) any breach of any covenant or agreement hereunder by such party and (c) any other material development related to the consummation of the transactions contemplated by this Agreement. Delivery of any such notice by any party hereto shall have no effect on the rights and obligations of the parties hereunder.

6.07 Closing Conditions. Subject to the terms and conditions herein and applicable Law, none of the parties hereto shall knowingly take or cause to be taken any action that would reasonably be expected to delay or prevent the satisfaction of the conditions set forth in ARTICLE IX.

6.08 Exclusive Dealings. Other than as required by law or securities regulation, including pursuant to fulfilling the fiduciary duties of the directors and officers of Seller, during the Pre-Closing Period, Seller and the Company shall not take, nor shall they permit any of their respective Subsidiaries, Affiliates or representatives to take, any action to solicit, encourage, initiate or engage in discussions or negotiations with, or provide any information to, enter into any agreement with, or furnish any confidential information to any Person (other than Buyer and/or its Affiliates) concerning (a) any purchase of any of Seller's, the Company's, or any of their respective Subsidiaries' equity securities, or (b) any merger, amalgamation, arrangement, liquidation, recapitalization, share exchange or other business combination transaction involving the Seller, the Company, or any of their respective Subsidiaries', or (c) the sale, lease, exchange or other disposition of substantially all or any significant portion of the assets of the Seller, the Company, or any of their respective Subsidiaries, other than assets sold in the ordinary course of business, or (d) any dividend recapitalization or similar transaction (each such acquisition transaction, an "Acquisition Transaction"). Other than as required by law or securities regulation, including pursuant to fulfilling the fiduciary duties of the directors and officers of Seller, Seller and the Company will cease, and cause their respective Subsidiaries, Affiliates and representatives to cease, and cause to be terminated any and all existing activities, discussions or negotiations with any Person (other than Buyer and/or its Affiliates) conducted prior to or on the date hereof with respect to any Acquisition Transaction. Promptly following the execution of this Agreement, Seller and the Company will, and will cause their respective Subsidiaries, Affiliates and representatives to, terminate access by any Person (other than Buyer and/or its Affiliates) to any physical or electronic data room related to an Acquisition Transaction and request prompt

return or destruction of any confidential information provided to any Person (other than Buyer and/or its Affiliates) in connection with an Acquisition Transaction. Following the execution of this Agreement, neither the Seller nor the Company shall release or permit the release of any Person from, or waive or permit the waiver of any provision of any confidentiality, "standstill" or similar agreement to which any of the Seller, the Company or the Subsidiaries is a party. Neither the Seller nor the Company shall approve, recommend or propose to publicly approve or recommend, any Acquisition Transaction proposal, or execute or enter into any letter of intent, memorandum of understanding, agreement in principle, merger agreement, amalgamation agreement, arrangement agreement, acquisition agreement, joint venture agreement, partnership agreement or similar agreement that is intended to or would reasonably be expected to lead to any Acquisition Transaction. In the event that Seller, the Company or any of their respective Subsidiaries, Affiliates or representatives receives an Acquisition Transaction proposal after the date hereof prior to the Closing, Seller and the Company will provide Buyer with prompt notice thereof, which notice shall include the terms of, and the identity of the Person or Persons making, such Acquisition Transaction proposal.

6.09 Shareholder Approval. Seller shall call a meeting of the shareholders of the Seller (the "Shareholder Meeting") for the purpose of obtaining the requisite Shareholder Approval, and deliver notice of the Shareholder Meeting to the shareholders of the Seller in accordance with applicable Law and as may be required by the articles of incorporation, bylaws or other agreements or governing documents of Seller. Seller shall coordinate and cooperate with the Buyer with respect to the timing of the Shareholder Meeting and shall use its best efforts to hold the Shareholder Meeting as soon as practicable after the date hereof but in no event later than December 27, 2024, subject to any extensions mutually agreed upon by Buyer and Seller. Seller shall, at its own expense, prepare and deliver to its shareholders a management information circular in accordance with applicable Law with respect to the Shareholder Meeting and provide the Buyer with a reasonable opportunity to review and comment on such management information circular, and any other public disclosure document related to this Agreement or the transactions contemplated hereby, during the preparation thereof and prior to the mailing or public disclosure thereof, and shall give reasonable consideration to any comments made by the Buyer and its legal counsel. Seller agrees that all information relating to the Buyer that is included in the Seller's management information circular or any other public disclosure document must be in a form and content satisfactory to the Buyer, acting reasonably. Seller will, through its board of directors, (a) unanimously recommend to the shareholders of Seller approval of this Agreement, the transactions contemplated by this Agreement, and related matters (the "Board Recommendation"); (b) not make a Change in Recommendation; and (c) use its best efforts to obtain the requisite Shareholder Approval; provided, however, Seller may, through its board of directors, effect a Change in Recommendation if Seller has determined in its good faith judgment (based on the written advice of Seller's outside legal counsel) that the failure to effect a Change in Recommendation would result in a violation of its fiduciary obligations to Seller's shareholders under applicable Law. Further, to the extent that the Seller is able to factually rely on the "Financial Hardship" exemptions in Section 5.5(g) (Exemption from Formal Valuation Requirement) and Section 5.7(1)(e) (Exemption from Minority Approval Requirement) of "Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions", as adopted by the Ontario Securities Commission, the Seller shall take any and all commercially reasonable steps necessary to rely on such exemptions.

6.10 Joint Written Instructions.

(a) In the event this Agreement is terminated for any reason, Buyer and Seller agree to execute and deliver joint written instructions to the Escrow Agent directing the Escrow Agent to release and disburse the Deposit Funds to an account designated in writing by Buyer simultaneously with the termination of this Agreement.

(b) In the event the condition set forth in Section 9.01(i) is not satisfied by December 6, 2024, Buyer and Seller agree to execute and deliver joint written instructions to the Escrow Agent directing the Escrow Agent to release and disburse the Deposit Funds to an account designated in writing by Buyer by no later than December 9, 2024.

ARTICLE VII. TAX MATTERS

7.01 Tax Matters. The following provisions will govern the allocation of responsibility as between Buyer and Seller for certain Tax matters following the Closing Date:

(a) Seller shall be responsible for, shall pay, and shall indemnify, defend, and hold harmless each Tax Indemnitee against, and reimburse such Tax Indemnitee for any Losses resulting from, arising out of, relating to, in the nature of, or caused by: (i) any Tax (or the non-payment thereof) imposed on or relating to any member of the Company Group with respect to any Pre-Closing Tax Period; (ii) all Taxes of any member of an affiliated, consolidated, combined or unitary group of which any member of the Company Group is or was a member on or prior to the Closing Date, including pursuant to Treasury Regulation Section 1.1502-6 or any analogous or similar state, local, or non-U.S. Law or regulation, (iii) any and all Taxes of any Person imposed on any member of the Company Group as a transferee or successor, by Contract, pursuant to any Law, rule, or regulation which Taxes relate to an event or transaction occurring before the Closing; (iv) the costs of preparing, amending, and/or defending any Tax Return of any member of the Company Group for a Pre-Closing Tax Period; or (v) any and all employment Taxes imposed on any member of the Company Group with respect to payments made under this Agreement.

(b) Payments; Survival; Limitations. Seller shall pay in full any amount due under Section 7.01(a) and/or Section 7.01(d) to the Tax Indemnitee in immediately available funds at least ten (10) Business Days before the due date of the Taxes to which such payment relates (or if such Taxes are past-due, then within ten (10) Business Days of Buyer's demand for such payment). Notwithstanding anything to the contrary contained in this Agreement, the Tax indemnification under this Section 7.01 shall survive as provided in Section 7.03 and shall not be subject to any "deductible", "threshold", "basket", "cap", or other limitations contained in this Agreement, including Section 8.02.

(c) Straddle Period. For purposes of this Agreement, in the case of any Taxable period that includes (but does not end on) the Closing Date (a "Straddle Period"), the amount of any Taxes based on or measured by income, sales, withholding, payroll, or receipts of the Company Group for the Straddle Period which relates to the Pre-Closing Tax Period will be determined based on an interim closing of the books as of the close of business on the Closing Date (and for such purpose, the taxable period of any partnership or other pass-through entity in which the Company or any of its Subsidiaries holds a beneficial interest shall be deemed to terminate at such time) and the amount of other Taxes of the Company Group for a Straddle Period which relate to the Pre-Closing Tax Period will be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction the numerator of which is the number of days in the Straddle Period that occur on or before the Closing Date and the denominator of which is the total number of days in such Straddle Period.

(d) Responsibility for Filing Tax Returns. Buyer shall prepare and timely file, or cause to be prepared and timely filed, all Tax Returns of the Company Group that are required to be filed after the Closing Date for Pre-Closing Tax Periods. The parties agree that the KBC Note Restructuring shall be reported in the Pre-Closing Tax Period.

(e) Cooperation on Tax Matters. Each party hereto will, and shall cause its Subsidiaries and Affiliates to, provide to each of the other parties hereto such cooperation and information

as any of them reasonably may request in filing any Tax Return, determining a Liability for Taxes or in conducting any audit or other Proceeding in respect of Taxes. Such cooperation and information shall include retaining and providing copies of all relevant portions of relevant Tax Returns (upon the other party's request), together with relevant accompanying schedules and relevant work papers, relevant documents relating to rulings or other determinations by Taxing Authorities, making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, and relevant records concerning the ownership and Tax basis of property, which any such party may possess. Seller shall turn over to Buyer all Tax Returns, schedules and work papers, and all material records and other documents in its possession, relating to Taxes of the Company. The Company and Seller agree (a) to retain all books and records with respect to Tax matters pertinent to the Company Group relating to any taxable period beginning before the Closing Date until the expiration of the statute of limitations (and, to the extent notified by Buyer or Seller, any extensions thereof) of the respective taxable periods, and to abide by all record retention agreements entered into with any Taxing Authority, and (b) to give the other Party reasonable written notice prior to transferring, destroying or discarding any such books and records and, if the other Party so requests, the Company or Seller, as the case may be, shall allow the other Party to take possession of such books and records. Buyer and Seller further agree, upon request, to use their best efforts to obtain any certificate or other document from any Governmental Entity or any other Person as may be necessary to mitigate, reduce or eliminate any Tax that could be imposed (including, but not limited to, with respect to the transactions contemplated hereby). Buyer and Seller further agree, upon request, to provide the other Party with all information that either Party may be required to report pursuant to Code §6043, or Code §6043A, or Treasury Regulations promulgated thereunder.

(f) Tax Sharing Agreements. All Tax sharing agreements or similar agreements and powers of attorney with respect to or involving any member of the Company Group shall be terminated as of the Closing Date and, after the Closing Date, no member of the Company Group shall be bound thereby or have any Liability thereunder.

(g) Certain Taxes and Fees. All transfer, documentary, sales, use, stamp, registration and other such Taxes, and all conveyance fees, recording charges and other fees and charges (including any penalties and interest) incurred in connection with consummation of the transactions contemplated by this Agreement shall be paid by Seller when due, and Seller will, at its own expense, file all necessary Tax Returns and other documentation with respect to all such Taxes, fees and charges, and, if required by applicable Law, Buyer will, and will cause its Affiliates to, join in the execution of any such Tax Returns and other documentation.

(h) Tax Proceedings. Whenever any Taxing Authority initiates an audit, asserts a claim, makes an assessment or otherwise disputes the amount of any Tax for a taxable period ending on or before the Closing Date (a "Tax Contest"), Buyer shall so notify Seller; provided that Buyer's failure to do so shall not affect Seller's obligation to indemnify Buyer against any Taxes except to the extent that Seller's ability to contest such Tax is actually prejudiced by such failure. Seller shall have the right to control any resulting Tax Contest at Seller's cost and expense, but if and only if (i) Seller has the financial resources to fulfill the reasonable indemnification obligations possibly payable with respect to such Tax Contest, (ii) Seller first verifies to Buyer in writing that Seller has the obligation to indemnify Buyer hereunder with respect to any Losses or Taxes related to or arising out of such Tax Contest, (iii) such Tax Contest does not seek criminal penalties or any material equitable or other non-monetary remedies or obligations, and (iv) such Tax Contest relates solely to taxable periods ending on or before the Closing Date. With respect to any Tax Contest that it controls, Seller (i) shall keep Buyer fully apprised of the progress of, including all communications with the any Taxing Authority involved in, such Tax Contest, and (ii) shall afford Buyer a reasonable opportunity to participate, at Buyer's expense, in the conduct of such Tax Contest, including the right to participate in conferences with the Taxing Authority and submit pertinent material in support of Buyer's position. Seller may not accept any proposed adjustment or enter into any settlement or

agreement in compromise without Buyer’s prior written consent (which shall not be unreasonably withheld, conditioned, or delayed).

7.02 Treatment of Indemnification Payments. Each party will treat all payments made pursuant to this ARTICLE VII as adjustments to the Purchase Price for all purposes, unless otherwise required by applicable Law.

7.03 Survival. Notwithstanding anything in this Agreement to the contrary, the provisions of this ARTICLE VII shall survive sixty (60) days after the expiration of the applicable statute of limitations (giving effect to any waiver, mitigation or extension thereof).

7.04 Other Rights and Remedies Not Affected. The indemnification rights under this ARTICLE VII are independent of and in addition to such rights and remedies as the parties may have at Law or in equity or otherwise for any misrepresentation, breach of warranty, or failure to fulfill any agreement or covenant contained in this Agreement on the part of any party hereto, including, without limitation, the right to seek specific performance, recession or restitution, none of which rights or remedies shall be affected or diminished hereby.

7.05 Overlap. To the extent that any obligation or responsibility pursuant to ARTICLE VIII may overlap with an obligation or responsibility pursuant to this ARTICLE VII, the provisions of this ARTICLE VII shall govern.

ARTICLE VIII. INDEMNIFICATION

8.01 Survival. All representations, warranties, covenants, and other agreements contained in this Agreement, any Schedule, any Exhibit, or any other certificate, document, or other writing delivered in connection with this Agreement, shall survive the Closing as follows:

(a) All Fundamental Representations shall survive the Closing, for a period (the “Fundamental Survival Period”) starting from Closing until the earlier of: (i) five (5) years after the Closing; and (ii) the closing of a Liquidity Event.

(b) All covenants and other agreements shall not terminate and shall survive the Closing in accordance with their terms, and in the absence of any specified time period, for the Fundamental Survival Period; provided, however, the covenants and agreements contained in ARTICLE VII and this ARTICLE VIII shall survive for the maximum period permitted by applicable Law; and

(c) All Standard Representations shall survive until the later of (i) July 31, 2025 and (ii) seven (7) months after the Closing (the “General Survival Period”).

8.02 Indemnification by Seller.

(a) From and after the Closing, Seller shall indemnify, defend, save and hold harmless from and against, and pay on behalf of and reimburse as and when incurred Buyer, each member of the Company Group, and each of their respective Affiliates, Subsidiaries, Related Persons, employees, agents, representatives, successors and assigns (the “Buyer Indemnitees”) for, any and all Losses resulting from, arising out of, or incurred by any Buyer Indemnitees in connection with, or otherwise relating to:

(i) the failure of any representation, warranty, or other statement of Seller or any member of the Company Group contained in this Agreement, any Schedule, any Exhibit, or any

certificate delivered in connection with this Agreement, to be true and correct in all respects as of the date hereof and as of the Closing Date; and

(ii) any (x) breach of any covenant or other agreement by Seller or, prior to the Closing any member of the Company Group, contained in this Agreement, any Schedule, any Exhibit, or any certificate delivered in connection with this Agreement, (y) Seller Expenses or Company Expenses, or (z) any matter set forth on Schedule 8.02(a)(ii).

Provided, however, that (A) this Section 8.02 shall not apply with respect to any Loss relating to Taxes to the extent that indemnification payments for such Loss have been made pursuant to Section 7.01, and (B) for the purposes of determining the quantum of a Loss and whether or not a breach occurred pursuant to this Section 8.02, the representations and warranties contained in this Agreement, any Schedule, any Exhibit, or any other certificate, document, or other writing delivered in connection with this Agreement shall be deemed to have been made without any qualification as to materiality and, accordingly, all references herein and therein to “material,” “in all material respects” and similar qualifications as to materiality shall be deemed to be deleted therefrom.

(b) Seller shall not be liable for any Loss or Losses pursuant to Section 8.02(a)(i) (“Buyer Warranty Losses”), unless and until the aggregate amount of all Buyer Warranty Losses incurred by the Buyer Indemnitees exceeds $[Dollar amount has been intentionally redacted as commercially sensitive information] (the “Deductible”), in which case Seller shall be liable for all Buyer Warranty Losses exceeding the Deductible up to $[Dollar amount has been intentionally redacted as commercially sensitive information] (the “Cap”); provided, that nothing contained in this Section 8.02(b) shall be deemed to limit or restrict in any manner any rights or remedies which Buyer has, or might have, at Law, in equity or otherwise, based on any breaches relating to Fundamental Representations, Fraud, or any Losses pursuant to Section 8.02(a)(ii), subject in all cases to Section 8.02(c).

(c) Seller shall not be liable for any Loss or Losses based on any breaches relating to Fundamental Representations or Losses pursuant to Section 8.02(a)(ii) solely to the extent such Loss or Losses exceed $[Dollar amount has been intentionally redacted as commercially sensitive information] in the aggregate.

(d) Notwithstanding anything to the contrary in this Agreement or in the organizational documents of any member of the Company Group: (i) Seller shall not, and shall cause its Affiliates and representatives not to, make or initiate any claim for indemnification or advancement of expenses hereunder or under the organizational documents of any member of the Company Group against any Buyer Indemnitee or any member of the Company Group by reason of the fact that such Person was a director, manager, partner, member, trustee, officer, employee, equity holder or agent (each, an “Entity Representative”) of any member of the Company Group or was serving at the request of any member of the Company Group as an Entity Representative of another Person (whether such claim is for judgments, Losses, penalties, fines, costs, amounts paid in settlement, expenses or otherwise); and (ii) Seller, on Seller’s behalf and on behalf of its Affiliates and representatives, hereby acknowledges and agrees that such Persons shall have no claim or right to contribution or indemnity from any Buyer Indemnitee with respect to any amounts paid pursuant to this ARTICLE VIII.

8.03 Indemnification by Buyer. From and after the Closing, Buyer shall indemnify, defend, save and hold harmless from and against, and pay on behalf of and reimburse as and when incurred Seller, its Affiliates, and their respective Related Persons, employees, agents, representatives, successors and assigns (the “Seller Indemnitees”) for, any and all Losses resulting from, arising out of, or incurred by Seller Indemnitees in connection with, or otherwise relating to:

(a) the failure of any representation, warranty, or other statement by Buyer contained in this Agreement, any Schedule, any Exhibit, or any certificate delivered in connection with this Agreement, to be true and correct in all respects as of the date hereof and as of the Closing Date; and

(b) any breach of any covenant or other agreement by Buyer or, following the Closing any member of the Company Group, contained in this Agreement or any Schedule, any Exhibit or any certificate delivered in connection with this Agreement.

Provided, however, that for the purposes of determining the quantum of a Loss and whether or not a breach occurred pursuant to this Section 8.03, the representations and warranties contained in this Agreement, any Schedule, any Exhibit, or any other certificate, document, or other writing delivered in connection with this Agreement shall be deemed to have been made without any qualification as to materiality and, accordingly, all references herein and therein to "material," "in all material respects" and similar qualifications as to materiality shall be deemed to be deleted therefrom.

8.04 Certain Limitations.

(a) Seller shall have Liability under Section 8.02 with respect to a breach of any representation or warranty only if the Buyer Indemnitee notifies Seller of a claim (specifying the factual basis of the claim in reasonable detail to the extent known by such Buyer Indemnitee) on or before the expiration date of the applicable survival period set forth in Section 8.01 that relates to the alleged breached representation or warranty in question.

(b) Buyer shall have Liability under Section 8.03 with respect to a breach of a representation or warranty only if the Seller Indemnitee notifies Buyer of a claim (specifying the factual basis of the claim in reasonable detail to the extent known by Seller Indemnitee) on or before the expiration date of the applicable survival period set forth in Section 8.01 that relates to the alleged breached representation or warranty in question.

(c) Each Indemnitee shall, where commercially reasonable and required by applicable Law, use commercially reasonable efforts to mitigate any Losses that are indemnifiable under this Agreement.

(d) No Buyer Indemnitee shall be entitled to any double recovery for any Losses relating to any matter arising under one provision of this Agreement to the extent that Buyer has already recovered Losses with respect to such matter pursuant to other provisions of this Agreement.

8.05 Indemnification Procedures for Claims.

The Indemnitee shall promptly notify the Indemnitor in writing ("Notice of Claim") of any claim which indemnity may be sought under the provisions of this ARTICLE VIII; provided, that the failure to give such prompt written notice shall not relieve the Indemnitor of its indemnification obligations, except and other to the extent that the Indemnitor forfeits rights or defenses by reason of such failure. The Notice of Claim shall set forth the amount, if known, or, if not known, an estimate of the foreseeable maximum amount of claimed Losses (which estimate shall not be conclusive of the final amount of such Losses) and a description of the basis for such claim. The Indemnitor will have thirty (30) days from receipt of such Notice of Claim to dispute the claim and will reasonably cooperate and assist the Indemnitee in determining the validity of the claim for indemnity. If the Indemnitor does not give written notice to the Indemnitee that it disputes such claim within thirty (30) days after its receipt of the Notice of Claim, the claim specified in such Notice of Claim will be conclusively deemed a Loss subject to indemnification hereunder.

8.06 Manner of Payment.

Except with respect to indemnification claims (i) with respect to

Company Expenses, Seller Expenses, or breaches of Section 6.05, or pursuant to Section 1.03, ARTICLE VII or the second matter set forth on Schedule 8.02(a)(ii), in each case, to the extent any such indemnification claim is made prior to the expiration the General Survival Period (each such indemnification claim, a “Cash Indemnification Claim”), any indemnification in favor of a Buyer Indemnitee pursuant to this ARTICLE VIII or otherwise shall be effected only by exercise of the Offset Rights in accordance with this Section 8.06. Buyer shall offset any amount owed by Seller to a Buyer Indemnitee against any amounts that Buyer or its Affiliates owes to Seller or any of its Affiliates, successors or assigns, as the case may be, under this Agreement or any of the other documents contemplated hereby (the “Offset Rights”). The exercise of the Offset Rights by Buyer or any of its Affiliates in good faith, whether or not ultimately determined to be justified, will not constitute a default under this Agreement or any of the other documents contemplated hereby, regardless of whether such setoff claim is disputed, or whether such setoff claim is for a contingent or an unliquidated amount. With the exception of Cash Indemnification Claims to the extent any such indemnification claim is made prior to the expiration the General Survival Period, Buyer acknowledges that to the extent that there are amounts owed by Seller to Buyer pursuant to this Agreement or any of the other documents contemplated hereby, Buyer Indemnitees will not be entitled to recover any amounts owed by Seller pursuant to this ARTICLE VIII in any other manner (other than by exercise of the Offset Rights). Any indemnification in favor of a Buyer Indemnitee with respect to the Cash Indemnification Claims (to the extent any such indemnification claim is made prior to the expiration the General Survival Period) shall be effected by wire transfer of immediately available funds from Seller to Buyer to the account or accounts designated by Buyer (or, at Buyer’s election, by exercise of the Offset Rights). Any payments made pursuant to this ARTICLE VIII shall be treated as an adjustment to the Purchase Price by the parties for Tax purposes, unless otherwise required by Law.

8.07 Exclusive Remedy. The remedies provided by this ARTICLE VIII, subject to the limitations set forth herein, shall be the sole and exclusive monetary remedies of the parties with respect to any and all claims for any breach of any representation, warranty, covenant, agreement or obligation set forth in this Agreement. Notwithstanding anything to the contrary contained in this Agreement, (a) nothing in this Section 8.07 shall limit any Person’s right to bring any claim under any of the other documents contemplated hereby, (b) nothing in this Agreement limit or otherwise restrict or be used as a defense against any claim or action for Fraud based on representations and warranties within or outside of this Agreement, and (d) nothing in this Section 8.07 shall limit any Person’s right to seek and obtain specific performance or other equitable relief to which any Person shall be entitled pursuant to Section 11.13.

ARTICLE IX. CLOSING CONDITIONS

9.01 Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions:

(a) Accuracy of Representations and Warranties. (i) the representations and warranties of Seller and the Company contained in ARTICLE III and ARTICLE IV (other than the representations and warranties set forth in ARTICLE III or ARTICLE IV that are Fundamental Representations) shall be true and correct in all material respects (without giving effect to any materiality or Material Adverse Effect or similar standard or qualification set forth therein) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), and (ii) the Fundamental Representations set forth in ARTICLE III or ARTICLE IV shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, in each case for purposes of this Section 9.01(a), without taking into account any disclosures to Buyer pursuant to Section 6.06.

(b) Performance of Covenants. All of the covenants and obligations that the Company and Seller are required to perform or comply with under this Agreement on or before the Closing Date must have been duly performed and complied with in all material respects.

(c) No Material Adverse Effect. No state of facts, change, event, effect, development, condition, or occurrence shall have occurred that has had a Material Adverse Effect on Seller or any member of the Company Group (individually or in the aggregate).

(d) Signing Deliverables. All Signing Deliverables must be in full force and effect and must not have been rescinded, breached, or repudiated by any of the parties thereto.

(e) Seller Closing Deliverables. At the Closing, Seller and the Company shall deliver to Buyer, each in form and substance reasonably satisfactory to Buyer, the deliveries to be delivered by Seller or the Company set forth in Section 2.02.

(f) No Injunction. There must not be any injunction (whether temporary, preliminary, or permanent), Order outstanding or Law enacted since the date of this Agreement prohibiting the consummation of the transactions contemplated by this Agreement.

(g) Shareholder Approval. The transactions contemplated by this Agreement, this Agreement and related matters shall have been approved and adopted by the requisite vote of the shareholders of the Seller in accordance with applicable Law and Seller's articles of incorporation, bylaws, and any other governing documents of Seller (the "Shareholder Approval").

(h) ISC Approval. Either of the following conditions shall have been fulfilled: (i) Buyer and its Affiliates shall have obtained formal approval of the transactions contemplated by this Agreement from the Belgian Interfederal Screening Committee (the "ISC") either on an unconditional basis or subject to such conditions, obligations, modifications or restrictions as the ISC may identify (provided that these are reasonably acceptable by Buyer) or (ii) the absence of a decision by the ISC within the final deadline (without prejudice to any suspension, interruption or extension thereof) prescribed by the Belgian FDI Regime with respect to the transactions contemplated by this Agreement.

(i) 2023 Audited Financial Statements. Prior to the Closing, Seller shall deliver to Buyer the audited consolidated balance sheets of the Company Group for the last day of, and the related statements of income and cash flows for, the fiscal years ending on each of December 31, 2023 (the "2023 Audited Financial Statements"). The 2023 Audited Financial Statements (i) must not be different in any material respect than the 2023 Unaudited Financial Statements, with materiality including an increase in the aggregate accounts payable of the Company Group of 5% or more compared to the 2023 Unaudited Financial Statements, (ii) must be accompanied by an unqualified audit opinion / a clean audit opinion, and (iii) must not contain any footnotes or notes disclosing any material contingent or off balance sheet liabilities of any member of the Company Group, other than the VLAIO Matter. Notwithstanding the foregoing, if the aggregate accounts payable of the Company Group is 5% higher (or more) than the aggregate accounts payable of the Company Group reflected in the 2023 Unaudited Financial Statements, Seller will be permitted to satisfy the closing condition set forth in this Section 9.01(i) by reducing the difference to below 5% through payment of cash at Closing (or agreeing to a reduction to the Cash Purchase Price).

(j) 2023 Tax Returns. Prior to Closing, the Company and FRX Belgium shall have filed all required 2023 Tax Returns, such Tax Returns must be reasonably acceptable to Buyer and all Taxes owing with respect to such Tax Returns must be paid in full.

(k) Incorporation and subsequent capitalization of Parent. The Parent Shareholders have jointly incorporated the Parent under the form of a limited liability company (naamloze vennootschap or NV) under the Laws of Belgium and subsequently capitalized Parent in a form and substance reasonably acceptable to Buyer.

9.02 Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment of Seller's waiver, at or prior to the Closing, of each of the following conditions:

(a) Accuracy of Representations and Warranties. (i) the representations and warranties of Buyer contained in ARTICLE V (other than the representations and warranties set forth in ARTICLE V that are Fundamental Representations) shall be true and correct in all material respects (without giving effect to any materiality or Material Adverse Effect or similar standard or qualification set forth therein) as of the date hereof and as of the Closing Date as though made on and as of the Closing Date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date), and (ii) the Fundamental Representations set forth in ARTICLE V shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, in each case for purposes of this Section 9.02(a), without taking into account any disclosures to Seller pursuant to Section 6.06.

(b) Performance of Covenants. All of the covenants and obligations that Buyer is required to perform or comply with under this Agreement on or before the Closing Date must have been duly performed and complied with in all material respects.

(c) Buyer Closing Deliverables. At the Closing, Buyer shall deliver to Seller, as applicable, each in form and substance reasonably satisfactory to Seller, as applicable, the payments and other deliveries to be delivered or made by Buyer set forth in Section 2.02.

(d) No Injunction. There must not be any injunction (whether temporary, preliminary, or permanent), Order outstanding or Law enacted since the date of this Agreement prohibiting the consummation of the transactions contemplated by this Agreement.

(e) Shareholder Approval. The Shareholder Approval has been obtained.

ARTICLE X. TERMINATION

10.01 Termination Events. This Agreement may be terminated, and the Closing may be abandoned, upon two (2) Business Days' prior written notice, at any time prior to the Closing as follows:

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

(b) by Buyer or Seller upon written notice to the other party in the event that there is in effect any Law or any other action of a Governmental Entity that would (A) prohibit, prevent or make illegal the consummation of any of the transactions contemplated by this Agreement or (B) cause any of the transactions contemplated by this Agreement to be rescinded following the Closing and, in each case, such Law or other action shall have become final and non-appealable;

(c) by Buyer upon written notice to the Seller, if the transactions contemplated hereby have not been consummated on or before January 31, 2025 (the "Outside Date"); provided, that, Buyer

shall not be entitled to terminate this Agreement pursuant to this Section 10.01(c) if Buyer’s knowing and willful breach of this Agreement has prevented the consummation of the transactions contemplated hereby;

(d) by Seller upon written notice to Buyer, if the transactions contemplated hereby have not been consummated on or before the Outside Date; provided, that Seller shall not be entitled to terminate this Agreement pursuant to this Section 10.01(d) if Seller’s or the Company’s knowing and willful breach of this Agreement has prevented the consummation of the transactions contemplated hereby;

(e) by Buyer upon written notice to Seller (so long as Buyer is not then in material breach of any of its representations, warranties or covenants contained in this Agreement which would result in the breach or failure of a condition set forth in Section 9.02 at the Closing Date), if there has been a breach or failure of Seller’s or the Company’s representations, warranties or covenants contained in this Agreement which would result in the breach or failure of a condition set forth in Section 9.01, and which, to the extent such breach or failure is capable of being cured, such breach or failure has not been cured within ten (10) days after Seller’s receipt of written notice of such breach or failure from Buyer;

(f) by Seller upon written notice to Buyer (so long as neither Seller nor the Company is then in material breach of any of its representations, warranties or covenants contained in this Agreement which would result in the breach or failure of a condition set forth in Section 9.01 at the Closing Date), if there has been a breach or failure of any of Buyer’s representations, warranties or covenants contained in this Agreement which would result in the breach or failure of a condition set forth in Section 9.02, and which, to the extent such breach or failure is capable of being cured, such breach or failure has not been cured within ten (10) days after Buyer’s receipt of written notice of such breach or failure from Seller;

(g) by Seller or Buyer, upon written notice, if Seller fails to receive the requisite Shareholder Approval;

(h) by Seller if, without breaching Section 6.08, Seller shall contemporaneously enter into a definitive agreement with a third party providing a Superior Proposal; provided, that, the right to terminate this Agreement under this Section 10.01(h) shall not be available to Seller unless it delivers to Buyer (i) written notice of Seller’s intention to terminate at least five (5) Business Days prior to termination; and (ii) the Buyer Termination Fee pursuant to Section 10.03(a). For purposes of this Section 10.01(h), “Superior Proposal” means an offer for Acquisition Transaction made by a third party after the date hereof which, in the good faith judgment of the board of directors of Seller, taking into account the various legal, financial and regulatory aspects of the proposal and the individual or entity making such proposal, (A) if accepted, is significantly more likely than not to be consummated, and (B) if consummated, is reasonably likely to result in a more favorable transaction than the transactions contemplated by this Agreement for Seller and its shareholders and other relevant constituencies; or

(i) by Buyer if (A) the board of directors of the Seller makes a Change in Recommendation; or (B) the board of directors of the Seller accepts, approves, endorses, recommends or authorizes the Seller, the Company or any of their Subsidiaries to execute or enter into any agreement, understanding or arrangement with respect to an Acquisition Transaction or Superior Proposal; or (C) the Seller or the Company breaches Section 6.08 in any material respect.

10.02 Effect of Termination. Subject to this Section 10.02, Buyer’s and Seller’s rights of termination under Section 10.01 are in addition to any other rights it may have under this Agreement or otherwise, and the exercise of such rights of termination is not an election of remedies. If this Agreement is validly terminated pursuant to Section 10.01, all obligations of the parties hereto under this Agreement terminate, except that (i) Section 6.10 this Section 10.02, Section 10.03, and ARTICLE XI will remain in full force and effect and survive any termination of this Agreement, and (ii) no termination of this

Agreement will relieve a party from Liability for any intentional misrepresentation, willful misconduct, or Fraud in connection with this Agreement and the transactions contemplated by this Agreement.

10.03 Termination Fee.

(a) If (i) Seller terminates this Agreement pursuant to Section 10.01(h), or (ii) Buyer terminates this Agreement pursuant to Section 10.01(e) or Section 10.01(i), then, within five (5) Business Days of such termination, Seller and the Company, jointly and severally, shall pay Buyer by wire transfer in immediately available funds to an account designated in writing by Buyer, as agreed upon liquidated damages and not as a penalty and as the sole and exclusive remedy of Buyer, $500,000 (the “Buyer Termination Fee”). Notwithstanding anything to the contrary in this Agreement, except in the case of intentional misrepresentation, willful misconduct, or Fraud, in the circumstances in which the Buyer Termination Fee is or becomes payable pursuant to this Section 10.03(a), Buyer’s sole and exclusive remedy (whether at law, in equity, in Contract, in tort or otherwise) against Seller, the Company or any of their Affiliates with respect to the facts and circumstances giving rise to such payment obligation shall be payment of the Buyer Termination Fee, and upon payment in full of such amount, none of Buyer or any of its Affiliates shall have any rights or claims against Seller, the Company or any of their Affiliates (whether at law, in equity, in Contract, in tort or otherwise) under or relating to this Agreement or the transactions contemplated hereby. Seller and the Company shall not be required to pay the Buyer Termination Fee on more than one occasion.

(b) If Seller terminates this Agreement pursuant to Section 10.01(f), then, within five (5) Business Days of such termination, Buyer shall pay Seller by wire transfer in immediately available funds to an account designated in writing by Seller, as agreed upon liquidated damages and not as a penalty and as the sole and exclusive remedy of Seller and the Company, $500,000 (the “Seller Termination Fee”). Notwithstanding anything to the contrary in this Agreement, except in the case of intentional misrepresentation, willful misconduct, or Fraud, in the circumstances in which the Seller Termination Fee is or becomes payable pursuant to this Section 10.03(b), Seller’s and the Company’s sole and exclusive remedy (whether at law, in equity, in Contract, in tort or otherwise) against Buyer or any of their Affiliates with respect to the facts and circumstances giving rise to such payment obligation shall be payment of the Seller Termination Fee, and upon payment in full of such amount, none of Seller, the Company, or any of their respective Affiliates shall have any rights or claims against Buyer or any of their Affiliates (whether at law, in equity, in Contract, in tort or otherwise) under or relating to this Agreement or the transactions contemplated hereby. Buyer shall not be required to pay the Seller Termination Fee on more than one occasion.

(c) If either party terminates this Agreement pursuant to Section 10.01(g), and any one or more of the Significant Shareholders fails to abide by the terms of the Voting Support Agreement entered into by that Significant Shareholder, then, within five (5) Business Days of such termination, Seller and the Company, jointly and severally, shall pay Buyer by wire transfer in immediately available funds to an account designated in writing by Buyer, as agreed upon liquidated damages and not as a penalty and as the sole and exclusive remedy of Buyer (except in the case of intentional misrepresentation, willful misconduct, or Fraud) with respect to the Seller or the Company, the Buyer Termination Fee.

(d) If Buyer terminates this Agreement pursuant to Section 10.01(c), or if Seller terminates this Agreement pursuant to Section 10.01(d), or if either party terminates this Agreement pursuant to Section 10.01(g), and:

(i) prior to such termination, an Acquisition Transaction proposal is made or publicly announced or otherwise publicly disclosed by any Person other than the Buyer (or any Affiliate of the Buyer); and

(ii) within nine months following the date of such termination (1) an Acquisition Transaction (whether or not such Acquisition Transaction is the same Acquisition Transaction referred to in clause (A) above) is consummated or effected or (2) the Seller, the Company and/or any of their Subsidiaries, directly or indirectly, in one or more transactions, enters into a written agreement in respect of an Acquisition Transaction (whether or not such Acquisition Transaction is the same Acquisition Transaction referred to in clause (i) above) and such Acquisition Transaction is later consummated (whether or not within nine months after such termination);

then prior to or simultaneously with the occurrence of such event Seller and the Company, jointly and severally, shall pay Buyer by wire transfer in immediately available funds to an account designated in writing by Buyer, as agreed upon liquidated damages and not as a penalty and as the sole and exclusive remedy of Buyer (except in the case of intentional misrepresentation, willful misconduct, or Fraud), the Buyer Termination Fee.

ARTICLE XI. MISCELLANEOUS

11.01 Amendment and Waiver. This Agreement may be amended, or any provision of this Agreement may be waived; provided, that any such amendment or waiver shall be binding upon Buyer, Seller and the Company only if set forth in a writing executed by Buyer and Seller and referring specifically to the provision alleged to have been amended or waived, and any such amendment or waiver shall be binding upon the parties only if set forth in a writing executed by the parties and referring specifically to the provision alleged to have been amended or waived.

11.02 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 (a) when personally delivered, (b) when transmitted via telecopy (or other facsimile device) or e-mail to the number or e-mail address, as applicable, set out below, (c) the day following the day (except if not a Business Day then the next Business Day) on which the same has been delivered prepaid to a reputable national overnight air courier service or (d) the third Business Day following the day on which the same is sent by certified or registered mail, postage prepaid. Notices, demands and communications, in each case to the respective parties, shall be sent to the applicable address set forth below, unless another address has been previously specified in writing:

Notices to Seller or, prior to Closing, the Company:	Notices to Buyer or, after Closing, the Company:
FRX Innovations Inc.
200 Turnpike Road
Chelmsford, Massachusetts 01824
Attention: Marc Lebel
Email: [Email address has been intentionally redacted as personal information]	FRX Acquisition, Inc.
Attention: Bartosz Kurkowski
Email: [Email address has been intentionally redacted as personal information]
with a copy to:
(which shall not constitute notice):	with a copy to:
(which shall not constitute notice):
Aird & Berlis LLP
181 Bay Street, Suite 1800
Toronto, Ontario M5J 2T9
Attention: Rochelle Perera
Email: [Email address has been intentionally redacted as personal information]	Honigman LLP
650 Trade Centre Way, Suite 200
Kalamazoo, Michigan 49002
Attention: Phillip D. Torrence; Brian D. Towne
Email: [Email addresses have been intentionally redacted as personal information]

11.03 Expenses. Except as otherwise provided in this Agreement or to the extent included in the calculation of the Seller Expenses, the parties will bear their own respective fees and expenses incurred in connection with the preparation, negotiation, execution, and performance of this Agreement and the consummation and performance of the transactions contemplated hereunder.

11.04 Assignment and Successors. Neither this Agreement nor any right or obligation hereunder may be assigned, transferred or conveyed by Seller or Buyer without the prior written consent of the other party; provided, however, this Agreement may be assigned (i) by Buyer, to any member of the Company Group, any related Person or an Affiliate of Buyer, or (ii) by Buyer, in connection with any internal restructuring or reorganization involving any member of the Company Group, in each case, without the prior written consent of Seller. After the Closing, Seller may assign its rights and obligations under this Agreement to a wholly owned Subsidiary of Seller without Buyer's prior written consent provided that no such assignment shall relieve Seller of its obligations under this Agreement. Any purported assignment in violation of this paragraph will be void. The rights and obligations of the parties under this Agreement will be binding upon and benefit their respective permitted successors, assigns, heirs, administrators and transferees.

11.05 Severability. If any provision of this Agreement is determined to be illegal, invalid or unenforceable, such illegality, invalidity or unenforceability shall have no effect on the other provisions of this Agreement, which shall remain valid, operative and enforceable. Upon any such determination that any term or other provision is illegal, invalid or unenforceable, the parties hereto will negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible.

11.06 Further Assurances. The parties will (a) execute and deliver to each other such other documents and (b) do such other acts and things as a party may request for the purpose of carrying out the intent of this Agreement, the transactions contemplated hereunder, and the documents to be delivered pursuant to this Agreement.

11.07 Entire Agreement. This Agreement and the agreements and documents referred to herein contain the entire agreement and understanding between the parties hereto 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.

11.08 Counterparts; Electronic Signatures. This Agreement may be executed in two or more counterparts, and by facsimile or pdf, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

11.09 Governing Law; Waiver of Jury Trial; Venue. The laws 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 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, OR RELATED OR INCIDENTAL TO THIS AGREEMENT, THE CONTEMPLATED TRANSACTIONS AND/OR THE RELATIONSHIPS ESTABLISHED BETWEEN OR AMONG THE PARTIES HEREUNDER. Each of the parties hereto agrees that any

Proceeding arising out of or relating to this Agreement shall be heard and determined exclusively in the applicable federal or state courts located in Wilmington, Delaware. Each party hereto also agrees not to bring any Proceeding arising out of or relating to this Agreement in any other court. Nothing in this Section 11.09, however, shall affect the right of any party to serve legal process in any other manner permitted by applicable Law. Each party hereto agrees that a final judgment in any Proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by applicable Law.

11.10 No Third Party Beneficiaries. Other than the Indemnitees and the parties and their permitted assigns, no Person will have any legal or equitable right, remedy, or claim under or with respect to this Agreement. This Agreement may be amended or terminated, and any provision of this Agreement may be waived, without the consent of any Person who is not a party to the Agreement.

11.11 Data Room; Schedules. Nothing in the Data Room will be deemed adequate to disclose an exception to a representation or warranty made herein, unless such information is contained in a folder in the Data Room with a name that corresponds to a specific section of this Agreement in which case the information contained in such folder will be deemed to be disclosed for purposes of that particular section of this Agreement only (e.g., the information disclosed in Folder 4.20 of the Data Room will be deemed to have been disclosed solely for purposes of each provision of this Agreement that references "Data Room Folder 4.20"). Any document or item will be deemed "delivered", "provided" or "made available" within the meaning of this Agreement if such document or item is included in the Data Room and is accessible by Buyer and each of its representatives at least two (2) Business Days prior to the date hereof and provided such information is disclosed in such manner that the matter and the materiality thereof is readily apparent from the face of the disclosed information in the Data Room so that a professional purchaser, assisted by professional advisers is able to reasonably interpret the impact thereof on the Company and/or the Buyer and provided there is no intentional omission from the Data Room that would render any of that information untrue, inaccurate or misleading. Nothing in the disclosure schedules to this Agreement will be deemed adequate to disclose an exception to a representation or warranty made herein, unless each of the relevant schedules identifies (without any internal cross-references) the exception with reasonable particularity and describes the relevant facts in reasonable detail. Without limiting the generality of the foregoing, the mere listing (or inclusion of a copy) of a document or other item in the disclosure schedules shall not be deemed adequate to disclose an exception to a representation or warranty made herein (unless the representation or warranty has to do with the existence of the document or other item itself).

11.12 Special Rule for Fraud. Notwithstanding anything herein to the contrary, in no event shall any limit or restriction on any rights or remedies set forth in this Agreement or any of the agreements or transactions contemplated hereby limit or restrict the rights or remedies of any party for the Fraud by any other party or any Affiliate or representative of such other party.

11.13 Specific Performance. The parties acknowledge and agree that irreparable damage would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy to which they are entitled at law or in equity. Each party agrees that such party will not oppose the granting of an injunction, specific performance, and other equitable relief on the basis that the other party has an adequate remedy at Law or an award of specific performance is not an appropriate remedy for any reason at Law or equity. Any party seeking an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement will not be required to provide any bond or other security in connection with any such Order or injunction.

* * * *

IN WITNESS WHEREOF, the parties have caused this Stock Purchase Agreement to be executed as of the date first written above.

BUYER:

FRX ACQUISITION, INC.

By: (signed) "Bartosz Kurkowski"

Name: Bartosz Kurkowski

Title: President

Signature Page to Stock Purchase Agreement

SELLER:

FRX INNOVATIONS INC.

By: (signed) "Marc Lebel"
Name: Marc Lebel
Title: Chief Executive Officer

COMPANY:

FRX POLYMERS, INC.

By: (signed) "Marc Lebel"
Name: Marc Lebel
Title: Chief Executive Officer

EXHIBIT A

DEFINITIONS

For purposes of this Agreement, the following terms, when used herein with initial capital letters, shall have the respective meanings set forth herein:

“2023 Audited Financial Statements” has the meaning set forth in Section 9.01(i).

“2023 Unaudited Financial Statements” has the meaning set forth in Section 4.05(a).

“Accounts Payable Balance” has the meaning set forth in Section 4.05(d).

“Acquisition Transaction” has the meaning set forth in Section 6.08.

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity.

“Additional Consideration” has the meaning set forth in Section 1.04(b).

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such first Person. For purposes of this Agreement, no member of the Company Group is or shall be deemed to be Affiliates of Buyer on or prior to the Closing Date.

“Agreement” has the meaning set forth in the preamble.

“Annual Financial Statements” has the meaning set forth in Section 4.05.

“Benefit Plan” means any “employee benefit plan” (as such term is defined in ERISA Section 3(3), whether or not subject to ERISA), each severance, incentive or bonus, retention, change in control, deferred compensation, profit sharing, retirement, welfare, flexible spending, cafeteria, post-employment health and welfare, vacation or paid time off (PTO), equity purchase, equity option, equity-based incentive, salary continuation, employment, consulting or savings plan, policy, program, agreement or arrangement, and each other material benefit or compensation plan, policy, program, agreement or arrangement, whether or not reduced to writing, whether funded or unfunded, whether qualified or nonqualified, whether fully insured or self-insured, whether maintained or sponsored by a professional employee organization that is maintained, maintained, operated, administered, funded or sponsored by, or contributed or required to be contributed to by, the Company or any ERISA Affiliate or under or with respect to which any member of the Company Group or any ERISA Affiliate has any current or contingent Liability or obligation.

“Board Recommendation” has the meaning set forth in Section 6.09.

“Bridge Funding Payoff Agreements” has the meaning set forth in Section 2.02(o).

“Budget” has the meaning set forth in Section 6.05(g).

“Business Day” means each day during which nationally charted banks in the State of Massachusetts, the Province of Ontario, Belgium, the Netherlands, Switzerland and Germany are open for normal and customary business.

"Buyer" has the meaning set forth in the preamble.

"Buyer Group" has the meaning set forth in Section 1.04(g).

"Buyer Indemnitees" has the meaning set forth in Section 8.02(a).

"Buyer Termination Fee" has the meaning set forth in Section 10.03(a).

"Buyer Warranty Losses" has the meaning set forth in Section 8.02(b).

"Cap" has the meaning set forth in Section 8.02(b).

"Capital Contributions" means the aggregate amount of any cash, cash equivalents, promissory obligations or the fair market value (as determined by the governing body of Parent in its good faith sole discretion) of other property which any securityholder of Parent contributes or is deemed to have contributed to Parent with respect to any equity interests of Parent.

"CARES Act" means the Coronavirus Aid, Relief, and Economic Security Act, as amended, and any reference to any particular Code section shall be interpreted to include any revision of or successor to that Section regardless of how numbered or classified.

"Cash Indemnification Claim" has the meaning set forth in Section 8.06.

"Cash Purchase Price" has the meaning set forth in Section 1.02(a).

"CCSRF Claim" has the meaning set forth in Section 2.03(b).

"Change in Recommendation" means any one or more of the following events: (i) the board of directors of the Seller fails to, subject to declarations of conflicts of directors, unanimously recommend or withdraws, amends, modifies or, in a manner adverse to the Buyer, qualifies, or publicly proposes or states an intention to withdraw, amend, modify or, in a manner adverse to the Buyer, qualify, the Board Recommendation; (ii) the board of directors of the Seller accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Transaction proposal or takes no position or remains neutral with respect to a publicly announced, or otherwise publicly disclosed, Acquisition Transaction proposal for more than five Business Days (or beyond the third Business Day prior to the date of the Shareholder Meeting, if sooner); or (iii) the board of directors of the Seller fails to publicly recommend or reaffirm by news release the Board Recommendation within five Business Days after having been requested in writing by the Buyer, acting reasonably, to do so, (or in the event that the Shareholder Meeting is scheduled to occur within such five Business Day period, prior to the Business Day prior to the date of the Shareholder Meeting).

"CITIC" means CCSRF Fireman (Cayman) Investment Limited.

"Closing" has the meaning set forth in Section 2.01.

"Closing Date" has the meaning set forth in Section 2.01.

"Code" means the Internal Revenue Code of 1986, as amended, and any reference to any particular Code Section shall be interpreted to include any revision of or successor to that Section regardless of how numbered or classified.

"Company" has the meaning set forth in the preamble.

"Company Expenses" means (A) all fees and expenses paid to any legal counsel, accountants or other advisors of the Company or any of its Subsidiaries during the period beginning January 1, 2024 and ending on the Closing Date in excess of $453,000 to the extent such amounts that are less than or equal to $453,000 are paid prior to the Closing Date, excluding amounts paid to the Persons set forth on Exhibit C, (B) all fees and expenses payable to any legal counsel, accountants or other advisors of the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement, in each case to the extent unpaid as of the Closing Date, and (C) fifty percent (50%) of the fees, costs and expenses of the Escrow Agent pursuant to the Escrow Agreement.

"Company Group" means the Company and each of its direct and indirect Subsidiaries.

"Company Intellectual Property" has the meaning set forth in Section 4.10(a).

"Confidential Information" means any information that has value to any member of the Company Group and is not generally known to its competitors, including client lists and information, design details, technical information and specifications, marketing techniques, plans and procedures, instruction manuals, know-how, trade secrets, information concerning market conditions, marketing and business information generally, scientific information, financial information, price policies and other material of whatever description regarding the products, services, affairs, businesses or method of carrying on business of any member of the Company Group; provided, however, that Confidential Information shall not include information that is generally available to and known by the public through no fault of Seller, any of its Affiliates or representatives.

"Contract" means any oral or written agreement, instrument, license, document, lease, or other business or commercial arrangement or commitment (in each case, including any extension, renewal, amendment or other modification thereof) to which such Person is a party or by which such Person is bound.

"Coronavirus Relief Programs" means any federal, state and local Governmental Entity relief programs established in response to the COVID-19 Pandemic, including any relief established or authorized under the CARES Act, and applicable rules, regulations and guidance, in each case, as amended.

"Covestro Payoff Letter" means the Payoff and Debt Forgiveness Letter, dated October 25, 2024, between the Company and Covestro Deutschland AG (as amended or restated prior to the Closing).

"COVID-19" means SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2), coronavirus disease 2019 or COVID-19.

"COVID-19 Pandemic" means the pandemic caused by COVID-19 which, as of the date hereof, has spread throughout the world and has resulted in Governmental Entities implementing numerous measures to try to contain COVID-19, including travel bans and restrictions, quarantines, shelter in place orders and shutdowns.

"Data Room" means the Dropbox electronic documentation site established by Seller entitled "Definitive Agreement Dropbox".

"Data Security Requirements" means, collectively, all of the following to the extent relating to confidential or sensitive information, payment card data, Personal Data, or other protected information relating to individuals or otherwise relating to privacy, security, Processing, marketing, or security breach notification requirements and applicable to any member of the Company Group: (i) any member of the Company Group's own rules, policies, and procedures (whether physical or technical in nature, or otherwise), (ii) all applicable Laws and all industry standards applicable to any member of the Company

Group’s industry (including the Payment Card Industry Data Security Standard (PCI DSS)), and (iii) agreements any member of the Company Group has entered into or by which it is bound.

“Debtor Relief Law” means the United States Bankruptcy Code and any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Law of the United States or other applicable jurisdiction from time to time in effect.

“Deductible” has the meaning set forth in Section 8.02(b).

“Deferred Debt Agreements” has the meaning set forth in Section 2.02(p).

“Deferred Debt Holder” means (i) Newburyport Partners, LLC, (ii) CITIC, (iii) Evonik Ventures Venture Capital GMBH, (iv) Patrick Muezers, (v) [Name of Deferred Debt Holder intentionally redacted as commercially sensitive information], and (vi) [Name of Deferred Debt Holder intentionally redacted as commercially sensitive information].

“Deposit Escrow Account” has the meaning set forth in Section 2.03(a).

“Deposit Funds” has the meaning set forth in Section 2.03(a).

“Dispute Notice” has the meaning set forth in Section 1.04(c).

“Earnout Payment” has the meaning set forth in Section 1.04(a).

“Earnout Payment Cap” means (i) if the Net Proceeds Floor is less than or equal to the Target Amount, an amount equal to the Net Proceeds Floor multiplied by 10%, and (ii) if the Net Proceeds Floor is greater than the Target Amount, an amount equal to (A) the Net Proceeds Floor multiplied by (B) (x) 10% plus (y) an additional 1% for every $5,000,000 by which the Net Proceeds Floor exceeds the Target Amount; provided, that, in no event will the sum of (B)(x) and (B)(y) exceed 15%.

“Earnout Statement” has the meaning set forth in Section 1.04(c).

“Entity Representative” has the meaning set forth in Section 8.02(d).

“Environmental Law” means any Law, any contractual obligations and all common law in any way (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, public, human or worker health or safety, or the indoor or outdoor environment (including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of, exposure to, or the management, handling, manufacture, use, containment, storage, recycling, reclamation, reuse, distribution, control, treatment, generation, discharge, transportation, processing, production, release, testing, labeling, cleanup, disposal or remediation of any noise or Hazardous Material.

“Environmental Permits” has the meaning set forth in Section 4.15(b).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and any reference to any particular Code Section shall be interpreted to include any revision of or successor to that Section regardless of how numbered or classified.

"ERISA Affiliate" means any entity, trade or business that is a member of a group described in Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(1) of ERISA, or that is a member of the same "controlled group" with any member of the Company Group pursuant to Section 4001(a)(14) of ERISA.

"Escrow Agent" means Wilmington Trust, a national association.

"Escrow Agreement" means the escrow agreement, dated on the date hereof, between Seller, Buyer and the Escrow Agent.

"Estimated Bridge Financing Amount" has the meaning set forth in Section 1.02(b).

"Estimated Cash Purchase Price" has the meaning set forth in Section 1.02(b).

"Estimated Closing Statement" has the meaning set forth in Section 1.02(b).

"Estimated Company Expenses" has the meaning set forth in Section 1.02(b).

"Estimated Seller Expenses" has the meaning set forth in Section 1.02(b).

"Excess Amount" has the meaning set forth in Section 1.03(b).

"Facility Agreement" has the meaning set forth in Section 2.03(b).

"Financial Statements" has the meaning set forth in Section 4.05.

"Founding Capital Contributions" means the aggregate amount of all Capital Contributions made by the Founding Investors up to and including the first anniversary of the Closing.

"Founding Investors" means (i) any securityholder of the Parent immediately following the Closing, (ii) any Person who becomes a securityholder of Parent during the one-year period after the Closing, and (iii) each successor, assign, or transferee of the Persons described in the foregoing clauses (i) and (ii) and this clause (iii).

"Fraud" means actual and intentional fraud under Delaware common Law.

"FRX Belgium" means FRX Polymers (Europe) NV, a limited liability company (naamloze vennootschap or NV), incorporated, existing and organized under the Laws of Belgium, having its offices at Scheldelaan 420, 2040 Antwerpen, Belgium, and registered with the Crossroads Bank for Enterprises under number 0840.960.108.

"FRX China" means FRX (Shanghai) Consulting Co. Ltd., a Chinese limited liability company.

"Fundamental Representations" means those representations and warranties set forth in the following: Section 3.01 (Authority), Section 3.03 (Ownership of Stock), Section 3.05 (Broker), Section 4.01 (Organization and Power), Section 4.02 (Authorization), Section 4.03 (Capitalization; Subsidiaries), Section 4.10(a) through Section 4.10(b) (Intellectual Property), Section 5.01 (Authority).

"Fundamental Survival Period" has the meaning set forth in Section 8.01(a).

"General Survival Period" has the meaning set forth in Section 8.01(c).

"Gigarant" means GIGARANT, a limited liability company, incorporated, organized and existing under the Laws of Belgium, with offices at Oude Graanmarkt 63, 1000 Brussels, Belgium and registered with the (Belgian) crossroads bank for enterprises under number 0811.389.162 (RLE Brussels, dutch-speaking section).

"Governmental Entity" means any government, agency, governmental department, commission, board, bureau, court, arbitration panel or instrumentality of the United States of America or any foreign government or any state, municipality or other political subdivision in or of any of the foregoing (whether now or hereafter constituted and/or existing) and any court, agency, instrumentality, regulatory commission or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

"Hazardous Material" shall mean (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or manmade, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Law; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation, mold and microbial substances, per- and polyfluoroalkyl substances, and polychlorinated biphenyls.

"Hurdle" means the aggregate of (i) three times (3x) the aggregate amount of all Founding Capital Contributions, minus (ii) any dividends (excluding Tax dividends) paid to the Founding Investors prior to or as of immediately prior to the Liquidity Event, plus (iii) the aggregate amount of all Capital Contributions that are not Founding Capital Contributions made prior to or as of immediately prior to the Liquidity Event, plus (iv) the aggregate amount of any return or rate of return (negotiated in good faith) payable with respect to any Capital Contributions that are not Founding Capital Contributions, plus (v) two times (2x) the aggregate amounts paid or payable under the Bridge Funding Payoff Agreements and the Deferred Debt Agreements prior to or in connection with the Liquidity Event.

"IFRS" has the meaning set forth in Section 4.05(a).

"Indebtedness" of any Person, means, without duplication, the sum of (i) all obligations of such Person for borrowed money and any accrued interest, prepayment premiums, or other obligations related thereto (including outstanding amounts on all credit cards or similar obligations), (ii) all obligations of such Person evidenced by bonds, debentures, notes, or similar instruments, (iii) all obligations of such Person under conditional sale or title retention agreements relating to any property or assets purchased by such Person, (iv) all obligations of such Person issued or assumed as the deferred purchase price for property or services (other than trade accounts payable), including, without limitation, any earn-out or similar payment obligations, (v) all obligations of such Person as lessee under any capital leases for which a Person is liable, contingently or otherwise, as an obligor, guarantor, or otherwise, (vi) all obligations of such Person under any interest rate swap agreements or interest rate hedge agreements, (vii) obligations, whether contingent or liquidated, in respect of letters of credit (including standby and commercial), bankers' and similar instruments, (viii) all deferred capital expenditures, (ix) all Liabilities and other amounts owed by any member of the Company Group to Seller or any of Seller's Affiliates (other than pursuant to the terms of this Agreement), (x) subject to clause (v) above, all obligations secured by a Lien on any assets of any member of the Company Group, (xi) all negative cash or overdraft balances, (xii) all Taxes of such Person for all Pre-Closing Tax Periods (whether or not due and payable), which amount shall not (1) be less than zero in any jurisdiction or for any particular Tax, (2) include Tax refunds, and (3) include deferred Tax assets or Liabilities, (xiii) all Liabilities or obligations for, or with respect to, (A) any performance or accrued bonuses or commissions, not paid/satisfied prior to the Closing Date, payable to any employee of any member of the Company Group (and the employer's share of payroll Taxes attributable thereto) and (B) payments for accrued or earned but unused paid time off not paid/satisfied prior to the Closing Date,

payable to any employee of any member of the Company Group, (xiv) all customer deposits and deferred revenue; (xv) all accounts payable over sixty (60) days past due; (xvi) overdue accounts payable, (xvii) all Liabilities arising from accrued and unpaid interest, fees and prepayment premiums or penalties, and debt breakage costs payable with respect to any indebtedness of a type described in the foregoing clauses; and (xviii) any obligation of such Person, contingent or otherwise, guaranteeing or having the economic effect of guaranteeing any of the foregoing.

"Indemnitee" means any Person that is seeking indemnification from an Indemnitor pursuant to the provisions of this Agreement.

"Indemnitor" means any party hereto from which any Indemnitee is seeking indemnification pursuant to the provisions of this Agreement.

"Initial Consideration" has the meaning set forth in Section 1.04(b).

"Insolvency Proceeding" means any Proceeding commenced by or against any Person under any provision of any Debtor Relief Law.

"Intellectual Property" any or all intellectual property or proprietary rights in any jurisdiction in the world, including: (a) patents and patent disclosures, (b) all registered and unregistered copyrights, (c) Internet domain names and websites related to social media companies and the content found thereon, (d) trademarks, service marks, trade dress, trade names and corporate names, and similar designations of source or origin including all common law marks, together with all of the goodwill represented thereby, (e) trade secrets, know-how, designs, discoveries, inventions (whether or not patentable), technical data and other proprietary or confidential information, and (f) Software.

"Interim Bridge Loan Agreement" means the Interim Bridge Loan Agreement, dated June 1, 2024, among Newburyport Partners, LLC, CCSRF Fireman (Cayman) Investment Limited and the Company pursuant to which Newburyport Partners, LLC and CCSRF Fireman (Cayman) Investment Limited have collectively loaned $1,000,000 to the Company.

"Interim Financial Statements" has the meaning set forth in Section 4.05.

"ISC" has the meaning set forth in Section 9.01(h).

"KBC Debt" means all indebtedness owing by FRX Belgium to the KBC Debt Holder under the KBC Loan Documents.

"KBC Debt Holder" means KBC Bank, a public limited liability company and credit institution incorporated under the laws of Belgium, having its registered office at 1080 Sint-Jans-Molenbeek, Havenlaan 2, Belgium and registered with the Crossroads Bank of Enterprises under number 0462.920.226, and its successors and assigns.

"KBC Loan Documents" means the credit contract (reference C11-0897295-13) entered into by and between KBC Debt Holder and FRX Belgium on 21 December 2011, as amended from time to time.

"KBC Note Restructuring" means the transactions set forth on Exhibit D.

"Knowledge" means, (x) in the case of a Person that is an individual, the actual or constructive knowledge of such individual after due and reasonable inquiry, and (y) in the case of a Person that is not an individual, knowledge of the shareholders, members, partners, directors, managers, beneficiaries,

officers, trustees, or other individuals that have a similar position or similar powers and duties as the shareholders, members, partners, directors, managers, officers, or trustees of such Person, in each case after due inquiry has been performed by such individuals.

“Latest Balance Sheet” has the meaning set forth in Section 4.05(a).

“Law” means all federal, state, local and foreign laws, statutes, codes, rules, regulations, ordinances, judgments, Orders, decrees and the like of any Governmental Entity, including common law.

“Liability” means any liability (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

“Lien” means any charge, claim, community or other marital property interest, condition, equitable interest, lien (whether voluntary, involuntary, statutory, or other), option, pledge, hypothecation, preference, priority, security interest, mortgage, right of way, easement, encroachment, servitude, conditional sale or other title retention arrangement, security or other deposits, right of first option, right of first refusal, or restriction of any kind, including, without limitation, any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership.

“Liquidity Event” means (i) the sale, lease, exclusive license or other similar transfer of all or substantially all of the Buyer Group’s assets (including the sale or exclusive licensing of all or substantially all of the intellectual property assets of the Buyer Group) to an unaffiliated third party, in one transaction or a series of related transactions, (ii) a transaction or a series of related transactions (including by way of merger, amalgamation, business combination, consolidation, recapitalization, reorganization, sale of securities, or other similar type transactions by the holders of securities of the Buyer Group) the result of which is that the securityholders of Parent’s outstanding voting securities immediately prior to such transaction or series of related transactions are (after giving effect to such transaction or series of related transactions) no longer, in the aggregate, the “beneficial owners” (as such term is defined in Rule 13d-3 and Rule 13d-5 promulgated under the Securities Exchange Act of 1934), directly or indirectly through one or more intermediaries, of more than 50% of the direct and/or indirect voting power of the outstanding voting securities of any of the Buyer Group. Notwithstanding the foregoing, in no event will any of the following be deemed to be a Liquidity Event (a) the consummation of the transactions contemplated by this Agreement, or (b) any transaction or series of related transactions (including by way of merger, amalgamation, business combination, consolidation, recapitalization, reorganization, sale of securities or other similar type transactions) in connection with any internal restructuring or reorganization involving any member of the Buyer Group.

“Liquidity Event Agreement” has the meaning set forth in Section 1.04(b).

“Losses” means any loss, obligation, demand, claim, Action, cause of action, damage, deficiency, Tax, judgment, award, assessment, penalty, fine, cost or expense or whatever kind, in each case, whether or not arising out of third party claims (including interest, penalties, reasonable legal, consultant, accounting, and other professional fees, reasonably necessary costs of sampling, testing, investigation, removal, treatment and remediation of contamination and fees, all amounts paid in investigation all amounts paid in investigation, defense or settlement of any of the foregoing, and all amount paid in connection with enforcing such Person’s indemnification rights hereunder). Notwithstanding the foregoing, in no event will Losses include punitive or exemplary damages except to the extent paid or payable to a third party or in the event of Fraud.

"Material Adverse Effect" means any condition, event, circumstance, effect, change, development or fact that individually or in the aggregate (a) has, or would reasonably be expected to have, a material and adverse effect on the business, assets, properties, condition (financial or otherwise), prospects or results of operations of any member of the Company Group, or (b) prevents or materially delays or materially impairs, or would reasonably be expected to prevent or materially delay or materially impair, the ability of Seller to consummate the transactions contemplated by this Agreement. Specific items deemed to be a Material Adverse Effect include: (i) termination or non-renewal of any contract or agreement that generates more than 10% of the Company Group’s annual revenue; (ii) loss of any Contract with a key supplier or customer that is critical to the Company’s operations; (iii) initiation of any Proceeding that could result in Liabilities exceeding $200,000 (excluding the VLAIO Matter), or the initiation of any Insolvency Proceeding involving or against any member of the Company Group; (iv) any change in Laws or regulations that materially adversely affects any member of the Company Group’s ability to conduct its business as currently conducted; (v) any event causing a shutdown of any of any member of the Company Group’s major facilities for more than 30 consecutive days; (vi) any event that results in the invalidation or unenforceability of any of any member of the Company Group’s material intellectual property rights; (vii) any infringement claims against any member of the Company Group that could result in Liabilities exceeding $200,000; (viii) any significant adverse change in market conditions that materially affects the demand for any member of the Company Group’s products or services; and (ix) any significant adverse change in the competitive landscape that materially affects the Company’s market position. This definition and list are intended to provide clarity on what constitutes a Material Adverse Effect for the purposes of this Agreement. The parties acknowledge that this list is not exhaustive and that other conditions, events, circumstances, effects, changes, developments or facts not specifically listed may also constitute an Material Adverse Effect if they meet the general definition provided above.

"Material Contract" has the meaning set forth in Section 4.09(a).

"Net Proceeds" means the net proceeds payable directly or indirectly to Parent’s securityholders solely in respect of their equity interests in Parent in connection with a Liquidity Event, after payment of all Taxes, costs and expenses (including, without limitation, all legal costs and expenses and any management fees payable in connection with such Liquidity Event) due and owing or otherwise incurred in connection with the Liquidity Event, but prior to payment of any amounts payable under (i) the Bridge Funding Payoff Agreements, (ii) this Agreement, and (iii) the Deferred Debt Agreements.

"Net Proceeds Floor" means the net proceeds payable directly or indirectly to Parent’s securityholders solely in respect of their equity interests in Parent in connection with a Liquidity Event, after payment of all Taxes, costs and expenses (including, without limitation, all legal costs and expenses and any customary management fees payable in connection with such Liquidity Event) due and owing or otherwise incurred in connection with the Liquidity Event, following the payment of any amounts payable under (i) the Bridge Funding Payoff Agreements, and (ii) the Deferred Debt Agreements, but prior to payment of any amounts payable under this Agreement.

"Neutral Accountant" has the meaning set forth in Section 1.04(c).

"Non-Compete Restricted Period" has the meaning set forth in Section 6.03(b).

"Non-Solicit Restricted Period" has the meaning set forth in Section 6.03(a).

"Notice of Claim" has the meaning set forth in Section 8.05.

"Offset Rights" has the meaning set forth in Section 8.06.

"Order" means any award, decree, stipulation, decision, injunction, judgment, order, ruling, or verdict entered, issued, made or rendered by any Governmental Entity.

"Outside Date" has the meaning set forth in Section 10.01(c).

"Parent" means a newly to be incorporated limited liability company under the Laws of Belgium.

"Payment Condition" has the meaning set forth in Section 1.04(a).

"Payment Spreadsheet" has the meaning set forth in Section 1.02(b).

"Permitted Lien" means (a) liens for Taxes not yet due and payable as of the Closing Date, (b) liens for Taxes that are being contested in good faith through appropriate Proceedings and for which appropriate reserves have been accrued by the Company on its Latest Balance Sheet in accordance with IFRS, (c) Liens in favor of mechanics, materialmen, carriers, repairers and other similar Liens arising or incurred in the ordinary course of business or that are not yet due and payable or that are being contested in good faith and for which appropriate reserves have been accrued by the Company on its Latest Balance Sheet in accordance with IFRS, and (d) non-exclusive licenses to Intellectual Property granted in the ordinary course of business consistent with past practice.

"Person" means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, any Governmental Entity or any similar entity.

"Personal Data" means all information or data relating to one or more individual(s) that is personally identifying (i.e., data that identifies an individual or, in combination with any other information or data, is capable of identifying an individual), including all information or data regulated or protected by one or more federal, state, or foreign data privacy or security Laws.

"Pre-Closing Period" has the meaning set forth in Section 6.05(a).

"Pre-Closing Tax Period" means any taxable period ending on or before the Closing Date and the portion through the end of the Closing Date for any Straddle Period.

"Prepaid Expense Loan Agreement" means the Prepaid Expense Loan Agreement, dated July 1, 2024, among Newburyport Partners, LLC, CCSRF Fireman (Cayman) Investment Limited, and the Company pursuant to which Newburyport Partners, LLC and CCSRF Fireman (Cayman) Investment Limited collectively loaned $453,000 (such amount together with all interest owing with respect thereto, "Bridge Financing Amount") to the Company.

"Proceeding" means any Action, suit, claim, demand, summons, citations or subpoena, Order, audit, hearing, public meeting or inquiry of any kind or nature whatsoever, civil, criminal, administrative, regulatory or otherwise, at law or in equity, whether or not such matter is before a Governmental Entity or any other Person.

"Process" or "Processing" means any operation or set of operations which is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as the receipt, access, acquisition, collection, recording, organization, compilation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transfer, transmission, dissemination or otherwise making available, alignment or combination, restriction, disposal, erasure or destruction.

"Purchase Price" means (i) $1,500,000, plus (ii) the Payoff Amount (as defined in the Covestro Payoff Letter), plus (iii) the Earnout Payment, if any, payable to Seller pursuant to Section 1.04.

"Real Property" has the meaning set forth in Section 4.07(a).

"Related Person" means (a) with respect to an individual: (i) each other member of such individual's nuclear family; (ii) any Person that is directly or indirectly controlled by such individual or any one or more members of such individual's nuclear family; (iii) any Person in which members of such individual's nuclear family hold (individually or in the aggregate) a material interest; and (iv) any Person with respect to which one or more members of such individual's nuclear family serves as a director, officer, partner, manager, executor, or trustee (or in a similar capacity) and (b) with respect to a Person other than an individual: (i) any Person that directly or indirectly controls, is directly or indirectly controlled by, or is directly or indirectly under common control with, such specified Person; (ii) each Person that serves as a director, officer, partner, manager, executor, or trustee of such specified Person (or in a similar capacity); (iii) any Person in which such specified Person holds a material interest; and (iv) any Person with respect to which such specified Person serves as a general partner, manager, or a trustee (or in a similar capacity).

"Released Claims" has the meaning set forth in Section 6.04(a).

"Released Parties" has the meaning set forth in Section 6.04(a).

"Releasing Parties" has the meaning set forth in Section 6.04(a).

"Restricted Area" has the meaning set forth in Section 6.03(b).

"Restricted Business" means any business that sells, produces, manufactures, distributes, or develops fire retardant products or materials.

"Restrictive Covenants" has the meaning set forth in Section 6.03(f).

"Review Period" has the meaning set forth in Section 1.04(c).

"Schedules" means the Schedules delivered to Buyer concurrently with the execution and delivery of this Agreement.

"Seller" has the meaning set forth in the preamble.

"Seller Expenses" means all fees and expenses payable to any legal counsel, accountants or other advisors of Seller in connection with the transactions contemplated by this Agreement, in each case to the extent unpaid as of the Closing Date, including those set forth on Exhibit F.

"Seller Indemnitees" has the meaning set forth in Section 8.03.

"Seller Termination Fee" has the meaning set forth in Section 10.03(b).

"Shareholder Approval" has the meaning set forth in Section 9.01(g).

"Shareholder Meeting" has the meaning set forth in Section 6.09.

"Shortfall Amount" has the meaning set forth in Section 1.03(b).

"Significant Shareholders" means each of the directors of the Seller, Triton Systems Inc., Triton Holdings LLC, Evonik Venture Capital GMBH, Ross Haghighat, Marc-Andre Lebel, Jim Cassina, Mancala Mercantile Ltd., ScieGlobe Marketing LLC, White Rhino Consulting LLC, CCSRF Fireman Cayman Investment Limited, and Mancala Mercantile Ltd.

"Signing Deliverables" has the meaning set forth in Section 2.03.

"Software" means any and all software, including operating system and applications software, embedded software, firmware, tools, data, databases, implementations of algorithms, and program interfaces, whether in source code or object code form.

"Standard Representations" means all representations and warranties contained in this Agreement (other than the Fundamental Representations).

"Stock" has the meaning set forth in the recitals.

"Straddle Period" has the meaning set forth in Section 7.01(c).

"Subsidiaries" means with respect to any Person, any corporation, partnership, association or other business entity of which (i) if a corporation, a majority of the total voting power of shares of stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a combination thereof, or (ii) if a partnership, association or other business entity, a majority of the partnership or other similar ownership interest thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more Subsidiaries of that Person or a combination thereof.

"Superior Proposal" has the meaning set forth in Section 10.01(h).

"Supplemental Loan Agreement" has the meaning set forth in Section 2.03(f).

"Systems" means the Software, computer hardware (whether general or special purpose), telecommunications capabilities (including all voice, data and video networks) and other similar or related items of automated, computerized, and/or software systems and any other networks or systems and related services that are used by or relied on by the Company in the conduct of its business.

"Target Amount" means an amount equal to (A) (i) the aggregate amount of all Founding Capital Contributions, multiplied by (ii) 7, plus (B) the aggregate amount of all Capital Contributions that are not Founding Capital Contributions made prior to or as of immediately prior to the Liquidity Event, divided by (C) 0.9.

"Tax" (and, with correlative meaning, "Taxes," "Taxable" and "Taxing") means (i) any federal, state, local or foreign income, gross receipts, franchise, estimated, alternative minimum, add-on minimum, sales, use, transfer, registration, value added, excise, natural resources, severance, escheat, unclaimed property, stamp, occupation, premium, windfall profits, environmental (including under Section 59A of the Code), customs, duty, real property, real property gains, personal property, capital stock, social security, unemployment, disability, payroll, license, employee or other withholding or other tax assessment, fees, levy or other charge of any kind whatever imposed by any Governmental Entity, whether disputed or not, including any interest, penalties or additions to tax or additional amounts in respect of the foregoing; (ii) any Liability for or in respect of the payment of any amount of a type described in clause (i) of this definition arising as a result of being or having been a member of a relevant group and (iii) any Liability for or in

respect of the payment of any amount of a type described in clause (i) or (ii) of this definition as a transferee or successor, by Contract or otherwise.

"Tax Contest" has the meaning set forth in Section 7.01(h).

"Tax Indemnitee" means Buyer and its Subsidiaries and Affiliates (including, following the Closing, each member of the Company Group).

"Tax Return" means any return, declaration, report, claim for refund, information return or other document (including any related or supporting schedules, statements or information), and including any amendment thereof, filed or required to be filed in connection with the determination, assessment or collection of Taxes or the administration of any Law relating to any Taxes.

"Taxing Authority" means any Governmental Entity having or purporting to exercise jurisdiction with respect to any Tax.

"UIF" means UHDE INVENTA-FISCHER AG a company incorporated under the Laws of Switzerland and with office at CH-7013 Domat/EMS, Via Innovativa 31.

"VLAIO Matter" means the reclamation of the Agency for Innovation and Entrepreneurship (VLAIO) of the already disbursed part, namely EUR 960,000.00, of the strategic transformation support granted on July 4, 2014.

"Voting Support Agreements" means the Voting Support Agreements, substantially in the form attached hereto as Exhibit E, entered into by the Buyer with each of the Significant Shareholders concurrently with the execution of this Agreement wherein each of the Significant Shareholders agreed, among other matters, to vote all of shares of the Seller within their direction and control in favor of the Shareholder Approval.

"Withholding Amount" has the meaning set forth in Section 1.02(d).

[All Schedules and Exhibits intentionally redacted as commercially sensitive information]

AI assistant

FRX Innovations Inc. M&A Activity 2024

48064_rns_2024-12-09_ae80b1ec-7331-4098-af84-681ec0663c22.pdf

STOCK PURCHASE AGREEMENT

RECITALS

ARTICLE I. PURCHASE AND SALE

ARTICLE II. CLOSING; SIGNING

(l) Good Standing Certificates.

(m) Stock Certificates; Stock Power.

(n) KBC Note Restructuring.

(o) Bridge Funding Payoff Agreements.

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER

3.01 Authority.

4.05 Financial Statements; Indebtedness; Accounts Receivable; Accounts Payable.

4.06 Certain Developments.

4.07 Title to Properties.

4.09 Contracts and Commitments.

4.10 Intellectual Property.

4.12 Employee Benefit Plans

4.13 Compliance with Laws; Grants

4.17 Insurance

4.18 Bank Accounts

4.19 Litigation

4.20 COVID-19 Pandemic; CARES Act and PPP Loan

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER

6.03 Non-Solicitation, Non-Competition and Confidentiality.

6.04 Release.

6.05 Certain Pre-Closing Covenants.

ARTICLE VII. TAX MATTERS

ARTICLE VIII. INDEMNIFICATION

8.04 Certain Limitations.

8.05 Indemnification Procedures for Claims.

8.06 Manner of Payment.

ARTICLE IX. CLOSING CONDITIONS

ARTICLE X. TERMINATION

10.03 Termination Fee.

ARTICLE XI. MISCELLANEOUS

EXHIBIT A

DEFINITIONS

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FRX Innovations Inc. — M&A Activity 2024

48064_rns_2024-12-09_ae80b1ec-7331-4098-af84-681ec0663c22.pdf

STOCK PURCHASE AGREEMENT

RECITALS

ARTICLE I. PURCHASE AND SALE

ARTICLE II. CLOSING; SIGNING

(l) Good Standing Certificates.

(m) Stock Certificates; Stock Power.

(n) KBC Note Restructuring.

(o) Bridge Funding Payoff Agreements.

ARTICLE III. REPRESENTATIONS AND WARRANTIES OF SELLER

3.01 Authority.

4.05 Financial Statements; Indebtedness; Accounts Receivable; Accounts Payable.

4.06 Certain Developments.

4.07 Title to Properties.

4.09 Contracts and Commitments.

4.10 Intellectual Property.

4.12 Employee Benefit Plans

4.13 Compliance with Laws; Grants

4.17 Insurance

4.18 Bank Accounts

4.19 Litigation

4.20 COVID-19 Pandemic; CARES Act and PPP Loan

ARTICLE V. REPRESENTATIONS AND WARRANTIES OF BUYER

6.03 Non-Solicitation, Non-Competition and Confidentiality.

6.04 Release.

6.05 Certain Pre-Closing Covenants.

ARTICLE VII. TAX MATTERS

ARTICLE VIII. INDEMNIFICATION

8.04 Certain Limitations.

8.05 Indemnification Procedures for Claims.

8.06 Manner of Payment.

ARTICLE IX. CLOSING CONDITIONS

ARTICLE X. TERMINATION

10.03 Termination Fee.

ARTICLE XI. MISCELLANEOUS

EXHIBIT A

DEFINITIONS

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FRX Innovations Inc. M&A Activity 2024