Form 8-K

8-K — Twin Vee PowerCats, Co.

Accession: 0001731122-26-001330

Filed: 2026-10-08

Period: 2026-10-07

CIK: 0001855509

SIC: 3730 (SHIP & BOAT BUILDING & REPAIRING)

Item: Entry into a Material Definitive Agreement

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — e7999_8-k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (e7999_ex2-1.htm)

EX-10.1 — EXHIBIT 10.1 (e7999_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (e7999_ex99-1.htm)

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8-K — FORM 8-K

8-K (Primary)

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2026-10-07

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October

7, 2026

TWIN

VEE POWERCATS CO.

(Exact name of registrant as specified in its charter)

Delaware

001-40623

27-1417610

(State or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS Employer

Identification Number)

3101 S. US-1

Ft. Pierce, Florida

34982

(Address of principal executive offices)

(Zip Code)

(772) 429-2525

(Registrant’s telephone number, including area

code)

N/A

(Former name or former address, if changed since last

report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously

satisfy the filing obligation of the registrant under any of the following provisions:

☒

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

VEEE

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company

as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934

(§240.12b-2 of this chapter).

Emerging

growth company ☒

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 1.01 Entry into a Material Definitive Agreement.

Amended and Restated Merger Agreement

On October 7, 2026, Twin Vee PowerCats Co., a Delaware corporation (the

“Company”), USFM Corporation, a Colorado corporation (“USFM”), Twin Vee Holdco Inc., a Texas corporation and a

wholly owned subsidiary of the Company (“Pubco”), Twin Vee Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary

of Pubco (“Merger Sub I”), and USFM Merger Sub Inc., a Colorado corporation and wholly-owned subsidiary of Pubco (“Merger

Sub II” and, together with Merger Sub I, the “Merger Subs”), entered into an Amended and Restated Agreement and Plan

of Merger (the “A&R Merger Agreement”), pursuant to which, on the terms and subject to the conditions set forth in the

A&R Merger Agreement, (a) Merger Sub I will merge with and into the Company (the “First Merger”), with the Company continuing

as the surviving corporation in the First Merger (the “Surviving Company”) as a wholly owned subsidiary of Pubco and (b) Merger

Sub II will merge with and into USFM (the “Second Merger” and, together with the First Merger, the “Mergers”),

with USFM continuing as the surviving corporation in the Second Merger (the “Surviving Corporation”) as a wholly owned subsidiary

of Pubco. The A&R Merger Agreement amends and restates that certain Agreement and Plan of Merger, dated as of July 12, 2026, by and

among the Company, USFM, and USFM Merger Sub Inc., a Nevada corporation and wholly-owned subsidiary of USFM. The Company’s shares

are currently publicly traded on the Nasdaq Capital Market.

On the terms and subject to the conditions set forth in the A&R Merger

Agreement, at the effective time of the First Merger (the “First Effective Time”), and as a result of the First Merger, each

share of common stock, par value $0.001 per share, of the Company (the “Shares”), that is issued and outstanding immediately

prior to the First Effective Time (other than certain Shares to be canceled pursuant to the terms of the A&R Merger Agreement and

Dissenting Shares (as defined in the A&R Merger Agreement)) will be converted into the right to receive a pro rata portion of an aggregate

number of shares of Pubco’s common stock, par value $0.01 per share (“Pubco Shares”), that represent 7% of the issued

and outstanding Pubco Shares immediately following the effective time of the Second Merger (the “Second Effective Time”),

calculated on a fully diluted basis (the “Company Consideration Shares”).

In addition, pursuant to the A&R Merger Agreement, effective as of

the First Effective Time, automatically and without any action on the part of the holder thereof, (a) each Company Convertible Security

(as defined in the A&R Merger Agreement) shall be accelerated and fully vested, and converted into the right to receive a pro rata

portion of the Company Consideration Shares and (b) each Company Common Stock Warrant (as defined in the A&R Merger Agreement) shall

be assumed by the Surviving Company and shall become a corresponding warrant of Pubco.

The Company is subject to customary restrictions on its ability to solicit

alternative acquisition proposals from third parties and to provide information to, and enter into discussions or negotiations with, third

parties regarding alternative acquisition proposals. However, prior to the receipt of the approval of the transactions contemplated by

the A&R Merger Agreement from the Company’s stockholders, the solicitation restrictions are subject to a customary “fiduciary-out”

provision that allows the Company, under certain circumstances, to provide information to and participate in negotiations or discussions

with third parties with respect to an alternative acquisition proposal if it determines in good faith, after consultation with outside

legal counsel, that the failure to take such action would reasonably be expected to be a violation of the Company’s board of directors’

fiduciary duties under applicable law. In addition, the Company’s board of directors, after satisfying certain notice requirements

to USFM, may change its recommendation with respect to the Mergers if it determines in good faith, after consultation with outside legal

counsel, that the failure to do so under certain circumstances specified in the A&R Merger Agreement would reasonably be expected

to be a violation of the Company’s board of directors’ fiduciary duties under applicable law.

The A&R Merger Agreement contains certain termination rights, and provides

that, upon termination of the A&R Merger Agreement under specified circumstances, USFM may be required to pay the Company a termination

fee of $500,000 and the Company may be required to pay USFM a termination fee of $800,000. Specifically, if the A&R Merger Agreement

is terminated (a) in connection with a failure of USFM to obtain its stockholders approval of the Mergers or (b) subject to certain conditions,

in the event the Mergers are not consummated prior to the “end date” of December 31, 2026, then, in either case, the $500,000

termination fee will be payable by USFM to the Company upon termination of the A&R Merger Agreement. In addition, if the Company terminates

the A&R Merger Agreement (x) to accept a Superior Proposal (as defined in the A&R Merger Agreement) in compliance with the terms

of the A&R Merger Agreement, (y) after the Company shall have (i) within ten (10) Business Days of a tender or exchange offer relating

to securities of the Company having been commenced, failed to publicly recommend against such tender or exchange offer, (ii) the Company

shall have failed to publicly reaffirm its recommendation of the First Merger within 10 Business Days after the date any Acquisition Proposal

(as such term is defined in the A&R Merger Agreement) shall have been announced, or (iii) a willful or material breach by the Company

of the exclusivity provisions of the A&R Merger Agreement shall have occurred, or (z) following USFM’s determination that the

Company will likely fail to resolve the Reincorporation Matter (as defined in the A&R Merger Agreement) (i) prior to December 31,

2026 or (ii) in a manner satisfactory to USFM in its sole discretion, then, in any such case, the $800,000 termination fee will be payable

by the Company to USFM upon termination of the A&R Merger Agreement.

The A&R Merger Agreement contains customary representations, warranties

and covenants of the Company, Pubco, the Merger Subs and USFM, including, among others, covenants that: (a) each party will conduct its

business in the ordinary course of its business during the interim period between the execution of the A&R Merger Agreement and the

Second Effective Time or earlier termination of the A&R Merger Agreement, (b) each party will not engage in certain types of transactions

or take certain actions outside the ordinary course during such period without the prior consent of the other party, and (c) USFM will

use its reasonable best efforts to take all actions necessary, proper or advisable to consummate the transactions contemplated by the

PIPE Investment (as such term is defined in the A&R Merger Agreement). The A&R Merger Agreement also requires each of the Company

and USFM to call and hold a stockholder meeting and for the Company’s board of directors to recommend that the Company’s stockholders

approve the A&R Merger Agreement.

Without limiting the generality of the foregoing, pursuant to the A&R

Merger Agreement, prior to the closing of the Mergers, the Company, Twin Vee Bahama Group, Inc., a Delaware corporation and wholly owned

subsidiary of the Company (“Assetco”), and a to be formed Delaware contingent value rights trust (the “Trust”),

must consummate the Pre-Closing CVR Restructuring (as defined below) pursuant to which such parties shall: (a) form Assetco as a wholly-owned

subsidiary of the Company; (b) cause the contribution of all of the Company Assets and Liabilities (as defined in the A&R Merger Agreement

to generally include all of the Company’s assets and liabilities other than $700,000 in cash and the liabilities related to the

Delaware Matter, which must be retained by the Company as of the Closing) from the Company to Assetco in exchange for all of Assetco’s

issued and outstanding shares of capital stock (the “Assetco Contribution”), using a contribution agreement in a form reasonably

satisfactory to USFM; (c) form the Trust as a wholly-owned subsidiary of the Company; (d) cause the contribution of all of the issued

and outstanding shares of capital stock of Assetco from the Company to the Trust in exchange for all of the Trust’s contingent value

rights interests, using a contribution agreement in a form reasonably satisfactory to USFM; and (e) cause the distribution of the contingent

value rights interests from the Company to the Company’s existing stockholders, using a distribution agreement in a form reasonably

satisfactory to USFM, after which the Company shall retain no ownership or other interest (whether in the form of stock, trust interests,

or otherwise) in either the Trust or Assetco (such steps collectively, the “Pre-Closing CVR Restructuring”). Following closing

of the Mergers, the Trust will seek to sell the Company Assets and Liabilities and any net proceeds received from such sales would ultimately

accrue to the benefit of existing Company stockholders.

Consummation of the Mergers is subject to various conditions, including

(a) obtaining requisite approval of the Mergers from the Company’s and USFM’s stockholders, (b) the Registration Statement

(as defined in the A&R Merger Agreement) filed by Pubco with the SEC becoming effective, (c) the absence of certain laws or orders

issued by certain specified governmental entities making illegal or permanently enjoining or prohibiting the Mergers, (d) the Company

Consideration Shares being approved for listing on the NYSE, NYSE American, or another applicable stock exchange, (e) the accuracy of

the representations and warranties made by the parties, subject to certain exceptions, (f) the absence of a material adverse effect on

either party that is continuing, (g) consummation of the Pre-Closing CVR Restructuring, and (h) delivery of a fairness opinion.

The foregoing description of the A&R Merger Agreement and the transactions

contemplated thereby in this Current Report on Form 8-K is only a summary and does not purport to be complete and is qualified in its

entirety by reference to the full text of the A&R Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated

into this Current Report on Form 8-K by reference herein.

The A&R Merger Agreement has been included to provide investors with

information regarding its terms. It is not intended to provide any other factual information about the Company, Pubco, the Merger Subs,

or USFM. The representations, warranties and covenants contained in the A&R Merger Agreement were made only for purposes of the A&R

Merger Agreement as of the specific dates therein, were solely for the benefit of the parties to the A&R Merger Agreement, may be

subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes

of allocating contractual risk between the parties to the A&R Merger Agreement instead of establishing these matters as facts, and

may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. The representations

and warranties may also be subject to contractual standards of materiality that may be different from those generally applicable under

the securities laws. Neither the Company nor USFM’s investors are third-party beneficiaries under the A&R Merger Agreement and

should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state

of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the

subject matter of representations and warranties may change after the date of the A&R Merger Agreement, which subsequent information

may or may not be fully reflected in the Company’s or USFM’s public disclosures.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)

Michael P. Dickerson and the Company entered into an amendment to Mr. Dickerson’s

existing consulting agreement to, among other things, extend the term of such agreement to the earlier to occur of (i) the closing or

termination of the pending business combination with USFM or (ii) December 31, 2026, with possible extensions of such term through March

31, 2027.

The foregoing description of Mr. Dickerson’s consulting agreement

amendment is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the

consulting agreement amendment, a copy of which is filed as Exhibit 10.1 hereto and incorporated into this Current Report on Form 8-K

by reference herein.

Item 7.01 Regulation FD Disclosure.

On October 8, 2026, USFM and the Company issued a joint press release announcing

the execution of the A&R Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated

by reference herein.

Additional Information and Where to Find It

Pubco intends to file with the SEC a Registration Statement on Form S-4,

which shall include a joint proxy statement, in connection with its proposed acquisition of the Company by USFM and Pubco, USFM and the

Company will furnish or file other materials with the SEC in connection with the proposed transaction. The definitive proxy statement

will be sent or given to the stockholders of the Company and will contain important information about the proposed transaction and related

matters. BEFORE MAKING ANY VOTING DECISION, THE COMPANY’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THOSE OTHER MATERIALS

(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN

IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. The proxy statement and other relevant

materials (when they become available), and any other documents filed by USFM, Pubco, and the Company with the SEC, may be obtained free

of charge at the SEC’s website at www.sec.gov. In addition, security holders will be able to obtain free copies of the proxy statement

from the Company by contacting the Company by telephone at (772) 429-2525, or by mail to Twin Vee PowerCats Co., 3101 S. U.S. Highway

1, Fort Pierce, Florida 34982.

Participants in the Solicitation

The Company and its directors and officers may be deemed to be participants

in the solicitation of proxies from the stockholders of the Company in connection with the proposed transaction. Information regarding

the interests of these directors and officers in the transaction described herein will be included in the proxy statement described above.

Additional information regarding the directors and executive officers of the Company is included in proxy statement for its 2025 Annual

Meeting, which was filed with the SEC on October 23, 2025, its Annual Report on Form 10-K, which was filed with the SEC on February 27,

2026, and is supplemented by other public filings made, and to be made, with the SEC by the Company, Pubco, and USFM.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within

the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking

statements involve certain risks and uncertainties that could cause actual results to differ materially from those indicated in such forward-looking

statements, including, but not limited to, the ability of the parties to consummate the proposed transaction; satisfaction of closing

conditions to the consummation of the proposed transaction; the impact of the announcement of the proposed transaction on the Company’s

relationships with its employees, existing customers or potential future customers; and such other risks and uncertainties pertaining

to the Company’s business as detailed in its filings with the SEC on Forms 10-K and 10-Q, which are available on the SEC’s

website at www.sec.gov. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of

the date thereof. The Company assumes no obligation to update any forward-looking statement contained in this document except to the extent

required by applicable law.

No Offer or Solicitation

This communication is for informational purposes only and is not intended

to, and shall not, constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation

of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would

be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

2.1*

Amended and Restated Agreement and Plan of Merger, dated as of October 7, 2026, by and among USFM, Pubco, Merger Subs, and the Company.

10.1

Second Amendment to Consulting Agreement, dated effective as of October 1, 2026, by and between the Company and Michael P. Dickerson and/or Dickerson Financial Services, LLC.

99.1

Press release, dated October 8, 2026.

104

Cover Page Interactive Data File, formatting Inline Extensible Business Reporting Language (iXBRL).

*Certain of the exhibits and schedules to this Exhibit have been omitted

in accordance with Regulation S-K Item 601. The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon

its request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange

Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

TWIN VEE POWERCATS CO.

By:

/s/ Glenn Sonoda

Glenn Sonoda

In-House Counsel

Date: October 8, 2026

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: e7999_ex2-1.htm · Sequence: 2

Exhibit

2.1

EXECUTION

VERSION

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

by and among

USFM CORPORATION,

TWIN VEE HOLDCO INC.

TWIN VEE MERGER SUB INC.,

USFM MERGER SUB INC., and

TWIN VEE POWERCATS CO.,

Dated as of October 7, 2026

TABLE OF CONTENTS

Page

Article I CERTAIN DEFINITIONS

Section 1.1 Definitions

Section 1.2 Construction

Section 1.3 Knowledge

Article II CLOSING

Section 2.1 The Mergers

Section 2.2 Closing

Section 2.3 Closing Deliverables

Article III EFFECTS OF THE MERGERS; CONSIDERATION

Section 3.1 Effective Times

Section 3.2 Effects of the Mergers

Section 3.3 Conversion of Securities

Section 3.4 Governing Documents

Section 3.5 Directors and Officers

Section 3.6 Exchange Procedures

Section 3.7 Dissenter’s Rights

Section 3.8 Withholding

Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY ENTITIES

Section 4.1 Company Organization

Section 4.2 Subsidiaries

Section 4.3 Due Authorization

Section 4.4 No Conflict

Section 4.5 Governmental Authorities; Consents

Section 4.6 Capitalization

Section 4.7 Capitalization of Subsidiaries

Section 4.8 SEC Filings; Company Financials; Internal Controls

Section 4.9 Undisclosed Liabilities

Section 4.10 Litigation and Proceedings

Section 4.11 Compliance with Laws

Section 4.12 Contracts; No Defaults

Section 4.13 Company Benefit Plans

Section 4.14 Labor Relations; Employees

Section 4.15 Taxes

Section 4.16 Insurance

Section 4.17 Licenses

Section 4.18 Equipment and Other Tangible Property

Section 4.19 Real Property

Section 4.20 Intellectual Property

Section 4.21 Environmental Matters

Section 4.22 Absence of Changes

Section 4.23 Anti-Corruption Compliance

Section 4.24 Information Supplied

Section 4.25 Transactions with Affiliates

Section 4.26 Brokers’ Fees

Section 4.27 Pubco and Merger Sub Activities

Section 4.28 No Additional Representation or Warranties; No Reliance

Article V REPRESENTATIONS AND WARRANTIES OF USFM

Section 5.1 USFM Organization

Section 5.2 Due Authorization

Section 5.3 No Conflict

Section 5.4 Litigation and Proceedings

Section 5.5 Financial Statements; Internal Controls; Listing

Section 5.6 Governmental Authorities; Consents

Section 5.7 Investment Company Act; JOBS Act

Section 5.8 No Undisclosed Liabilities

Section 5.9 Capitalization of USFM.

Section 5.10 Brokers’ Fees

Section 5.11 Taxes

Section 5.12 Employees and Benefits

Section 5.13 Transactions with Affiliates

Section 5.14 Anti-Corruption Compliance

Section 5.15 Information Supplied

Section 5.16 No Additional Representation or Warranties

Article VI COVENANTS OF THE COMPANY

Section 6.1 Conduct of Business

Section 6.2 Pre-Closing CVR Restructuring

Section 6.3 Stockholder Litigation

Section 6.4 Inspection

Section 6.5 Listing

Section 6.6 No Trading

Section 6.7 Conduct of Business by Pubco and the Merger Subs

Article VII COVENANTS OF USFM

Section 7.1 Conduct of Business

Section 7.2 Listing

Section 7.3 Post-Closing Directors and Officers of Pubco

Section 7.4 Inspection

Article VIII JOINT COVENANTS

Section 8.1 HSR Act; Other Filings

Section 8.2 Preparation of Registration Statement and Proxy Statement; Stockholders’ Meeting and Approvals

Section 8.3 Support of Transaction

Section 8.4 Certain Tax Matters

Section 8.5 Cooperation; Consultation

Section 8.6 Notification

Section 8.7 Indemnification; Directors’ and Officers’ Insurance

Section 8.8 Section 16 Matters

Section 8.9 Consents

Section 8.10 Takeover Statutes

Section 8.11 Exclusivity

Article IX CONDITIONS TO OBLIGATIONS

Section 9.1 Mutual Closing Conditions

Section 9.2 Conditions to Obligations of USFM

Section 9.3 Conditions to the Obligations of the Company Entities

Article X TERMINATION/EFFECTIVENESS

Section 10.1 Termination

Section 10.2 Effect of Termination

Section 10.3 Fees and Expenses

Article XI MISCELLANEOUS

Section 11.1 Waiver

Section 11.2 Notices

Section 11.3 Assignment

Section 11.4 Parties in Interest

Section 11.5 Governing Law

Section 11.6 Headings; Counterparts

Section 11.7 Company and USFM Disclosure Letters

Section 11.8 Entire Agreement

Section 11.9 Amendments

Section 11.10 Publicity

Section 11.11 Severability

Section 11.12 Jurisdiction; Waiver of Jury Trial

Section 11.13 Enforcement

Section 11.14 Non-Recourse

Section 11.15 Non-Survival of Representations, Warranties and Covenants

iii

AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER

This Amended and Restated Agreement

and Plan of Merger (this “Agreement”) is made and entered into as of October 7, 2026 by and among (i) USFM Corporation,

a Colorado corporation (the “USFM”), (ii) Twin Vee Holdco Inc., a Texas corporation (“Pubco”),

(iii) Twin Vee Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Pubco (“Merger Sub I”), (iv)

USFM Merger Sub Inc., a Colorado corporation and wholly-owned subsidiary of Pubco (“Merger Sub II” and, together with

Merger Sub I, the “Merger Subs”), and (v) Twin Vee PowerCats Co., a Delaware corporation (the “Company”).

USFM, the Company, Pubco and the Merger Subs are sometimes referred to herein individually as a “Party” and, collectively,

as the “Parties”.

RECITALS

A. WHEREAS,

(a) Pubco is a newly incorporated Texas corporation, formed by the Company for the purpose of participating in transactions contemplated

hereby, (b) Merger Sub II is a newly incorporated Colorado corporation, formed by Pubco for the purpose of participating in transactions

contemplated hereby and (c) Merger Sub II is a newly incorporated Delaware corporation, formed by Pubco for the purpose of participating

in transactions contemplated hereby;

B. WHEREAS,

contemporaneously with the execution and delivery of this Agreement, in connection with the transactions contemplated hereby, USFM has

entered into securities purchase agreements (the “Securities Purchase Agreements”) with certain investors pursuant

to which such investors, upon the terms and subject to the conditions set forth therein, will purchase up to approximately 20,833 shares

of USFM Common Stock at US$240 per share for an aggregate purchase price up to approximately US$5,000,000 and be issued approximately

41,667 warrants to purchase shares of USFM Common Stock with an exercise price of $280 (the “PIPE Warrants”), with

such shares and the PIPE Warrants collectively constituting the “PIPE Investment”, in a private placement to be consummated

in multiple installments prior to the Closing;

C. WHEREAS,

at the Closing, USFM and Pubco will enter into a registration rights agreement (the “Registration Rights Agreement”),

pursuant to which, among other things, the parties thereto will be granted certain registration rights with respect to the shares of Pubco

Common Stock underlying the USFM Exchange Warrant (as defined below) and PIPE Warrants;

D. WHEREAS,

the Parties intend to effect a business combination transaction pursuant to which (a) Merger Sub I will merge with and into the Company

in accordance with the applicable provisions of the DGCL (the “First Merger”), with the Company continuing as the surviving

entity (the “Surviving Company”); and (b) Merger Sub II will merge with and into USFM in accordance with the applicable

provisions of the Colorado Act (the “Second Merger” and, together with the First Merger, the “Mergers”),

with USFM continuing as the surviving entity (the “Surviving Corporation”);

E. WHEREAS,

prior to the Closing Date, in accordance with the terms of this Agreement, the Company, Assetco and the Trust will consummate the Pre-Closing

CVR Restructuring;

F. WHEREAS,

concurrently with the execution of the Original Merger Agreement, certain Company Stockholders have entered into a support agreement (the

“Company Support Agreement”), pursuant to which such Company Stockholders have agreed to, among other things, upon

the terms and subject to the conditions set forth therein, vote their shares of Company Common Stock in favor of the Company Transaction

Proposals;

G. WHEREAS,

the Board of Directors of the Company (the “Company Board”) has unanimously (a) determined that this Agreement, the

Ancillary Agreements to which it is or will be a party, the First Merger and the other transactions contemplated hereby are in the best

interests of the Company and the Company Stockholders, (b) approved and declared the advisability of this Agreement, the Ancillary Agreements

to which the Company is or will be a party, the First Merger and the other transactions contemplated hereby, and (c) recommended the approval

and adoption by the Company Stockholders of this Agreement, the Ancillary Agreements to which the Company is or will be a party, the First

Merger and the other transactions contemplated hereby (the “Company Board Recommendation”);

H. WHEREAS,

the sole director of Merger Sub I (the “Merger Sub I Board”) has (a) determined that this Agreement, the Ancillary

Agreements to which it is or will be a party and the transactions contemplated hereby are in the best interests of Merger Sub I, (b) approved

this Agreement, the Ancillary Agreements to which Merger Sub I is or will be a party, and the transactions contemplated hereby and (c)

recommended the approval and adoption of this Agreement, the Ancillary Agreements to which Merger Sub I is or will be a party and the

transactions contemplated hereby by the sole stockholder of Merger Sub I;

I. WHEREAS,

the sole director of Merger Sub II (the “Merger Sub II Board”) has (a) determined that this Agreement, the Ancillary

Agreements to which it is or will be a party and the transactions contemplated hereby are in the best interests of Merger Sub II, (b)

approved this Agreement, the Ancillary Agreements to which Merger Sub II is or will be a party, and the transactions contemplated hereby

and (c) recommended the approval and adoption of this Agreement, the Ancillary Agreements to which Merger Sub II is or will be a party

and the transactions contemplated hereby by the sole stockholder of Merger Sub II;

J. WHEREAS,

the board of directors of Pubco (the “Pubco Board”) has (a) determined that this Agreement, the Ancillary Agreements

to which it is or will be a party and the transactions contemplated hereby are in the best interests of Pubco, (b) approved this Agreement,

the Ancillary Agreements to which Pubco is or will be a party, and the transactions contemplated hereby and (c) recommended the approval

and adoption of this Agreement, the Ancillary Agreements to which Pubco is or will be a party and the transactions contemplated hereby

by the stockholders of Pubco;

K. WHEREAS,

the Board of Directors of USFM (the “USFM Board”) has (a) determined that this Agreement, the Ancillary Agreements

to which it is or will be a party and the transactions contemplated hereby are in the best interests of USFM, (b) approved this Agreement,

the Ancillary Agreements to which it is or will be a party and the transactions contemplated hereby, and (c) resolved to recommend that

USFM Shareholders approve this Agreement, the Ancillary Agreements to which USFM is or will be a party and the transactions contemplated

hereby;

L. WHEREAS,

USFM, USFM Merger Sub Inc. and the Company entered into that certain Agreement and Plan of Merger, dated July 12, 2026 (the “Original

Merger Agreement”);

M. WHEREAS,

the Parties desire to amend and restate the Original Merger Agreement as set forth herein; and

N. WHEREAS,

Section 11.9 of the Original Merger Agreement provides that the Original Merger Agreement may only be amended by a written instrument

executed by the Parties; and

O. WHEREAS,

certain capitalized terms used herein are defined in Section 1.1 hereof.

NOW, THEREFORE,

in consideration of the foregoing and the respective representations, warranties, covenants and agreements set forth in this Agreement

and intending to be legally bound hereby, the Parties agree as follows:

Article

CERTAIN DEFINITIONS

Section 1.1 Definitions.

As used herein, the following terms shall have the following meanings:

“Acceptable Confidentiality

Agreement” has the meaning specified in Section 8.11(e).

“Acquisition Proposal”

has the meaning specified in Section 8.11(e).

“Affiliate”

means, with respect to any specified Person, any Person that, directly or indirectly, controls, is controlled by, or is under common control

with, such specified Person, whether through one or more intermediaries or otherwise. The term “control” (including the terms

“controlling”, “controlled by” and “under common control with”) means the possession, directly or

indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of

voting securities, by Contract or otherwise.

“Affordable Care Act”

has the meaning specified in Section 4.13(k).

“Agreement”

has the meaning specified in the Preamble hereto.

“Agreement End Date”

has the meaning specified in Section 10.1(e).

“Ancillary Agreements”

has the meaning specified in Section 11.8.

“Anti-Bribery Laws”

means the anti-bribery provisions of the Foreign Corrupt Practices Act of 1977, as amended, and all other applicable anti-corruption and

bribery Laws (including the U.K. Bribery Act 2010, and any rules or regulations promulgated thereunder or other Laws of other countries

implementing the OECD Convention on Combating Bribery of Foreign Officials).

“Antitrust Authorities”

means the Antitrust Division of the United States Department of Justice, the United States Federal Trade Commission or the antitrust or

competition Law authorities of any other jurisdiction (whether United States, foreign or multinational).

“Antitrust Information

or Document Request” means any request or demand for the production, delivery or disclosure of documents or other evidence,

or any request or demand for the production of witnesses for interviews or depositions or other oral or written testimony, by any Antitrust

Authorities relating to the transactions contemplated hereby or by any third party challenging the transactions contemplated hereby, including

any so called “second request” for additional information or documentary material or any civil investigative demand made or

issued by any Antitrust Authority or any subpoena, interrogatory or deposition.

“Assetco” means

Twin Vee Bahama Group, Inc., a Delaware corporation and wholly owned Subsidiary of the Company which was formed for the purpose of effecting

the Pre-Closing CVR Restructuring.

“BOC” means

the Texas Business Organizations Code, as amended.

“Breakup Fee”

has the meaning specified in Section 10.3(b).

“Business Day”

means a day other than a Saturday, Sunday or other day on which commercial banks in New York, New York, or El Paso County, Colorado are

authorized or required by Law to close.

“Certificate of Merger”

has the meaning specified in Section 3.1(a).

“Closing” has

the meaning specified in Section 2.2.

“Closing Date”

has the meaning specified in Section 2.2.

“COBRA” has

the meaning specified in Section 4.13(g).

“Code” means

the Internal Revenue Code of 1986, as amended.

“Colorado Act”

means the Colorado Corporations and Associations Act.

“Company” has

the meaning specified in the Preamble hereto.

“Company Assets and Liabilities”

means, as of immediately prior to consummation of the Pre-Closing CVR Restructuring, (i) all of the Company Entities’ assets of

any kind arising out of or related to the business and operation of the Company Entities (including, for the avoidance of doubt, all cash

in excess of $700,000 and all cash equivalents, bank accounts, deposits and marketable securities, all accounts and other receivables,

all owned or leased real property and related contracts, tangible personal property, intellectual property, inventory, finished goods,

raw materials, work-in-progress, packaging, supplies, spare and replacement parts, all transferable or assignable permits of the Company

Entities, benefit plans, any and all goodwill of the Company Entities’ business, taxes, and excluding the Delaware Matter, past,

current or future causes of action, defenses and rights of offset or counterclaim against third parties, in any manner arising or existing,

whether choate or inchoate, known or unknown, contingent or non-contingent) and (ii) except for any liabilities in connection with the

Delaware Matter, all of the Company Entities’ liabilities of any kind arising out of or related to the business and operation of

the Company Entities (including, for the avoidance of doubt, liabilities relating to contracts, taxes, accounts and trade payables, indebtedness,

benefit plans, employees, and past, current or future causes of action).

“Company Awards”

has the meaning specified in Section 4.6(b).

“Company Board Adverse

Recommendation Change” has the meaning specified in Section 8.2(d).

“Company Benefit Plan”

has the meaning specified in Section 4.13(a).

“Company Book Entry Share”

means each share in book-entry form evidencing any shares of the Company Common Stock issued and outstanding immediately prior to the

First Effective Time.

“Company Certificate”

means each certificate representing any shares of Company Common Stock issued and outstanding immediately prior to the First Effective

Time.

“Company Common Stock”

means the common stock, $0.001 par value per share, of the Company.

“Company Common Stock

Warrants” means the warrants issued by the Company to purchase Company Common Stock, in accordance with the terms of the applicable

warrant agreement, issued and outstanding and unexpired immediately prior to the First Effective Time.

“Company Consideration

Shares” means such number of shares of Pubco Common Stock that, would result in the former holders of Company Securities collectively

holding seven percent (7%) of the issued and outstanding shares of Pubco Common Stock immediately following the Second Effective Time

(calculated on a fully diluted basis).

“Company Convertible

Securities” means, collectively, the options, warrants, restricted stock units, or rights to subscribe for or purchase any equity

interests in the Company or securities convertible into or exchangeable for, or that otherwise confer on the holder any right to acquire

equity interests of the Company, and for the avoidance of doubt, including the Company Common Stock Warrants.

“Company Convertible

Security Termination” has the meaning specified in Section 3.3(a)(iv).

“Company D&O Tail

Policy” has the meaning specified in Section 8.7(c).

“Company Disclosure Letter”

has the meaning specified in the introduction to Article IV.

“Company Entities”

means the Company and each Subsidiary of the Company, including, for the avoidance of doubt, Pubco, Merger Sub I and Merger Sub II.

“Company Financials”

has the meaning specified in Section 4.8(c).

“Company Intervening

Event” has the meaning specified in Section 8.2(d).

“Company IP”

means all Intellectual Property owned or purported to be owned by any of the Company Entities.

“Company IP Licenses”

has the meaning set forth in Section 4.20(b).

“Company Material Adverse

Effect” means any change, event, or occurrence, that, individually or when aggregated with other changes, events, or occurrences:

(a) has had a materially adverse effect on the business, assets, financial condition or results of operations of the Company Entities,

taken as a whole; or (b) is reasonably likely to prevent or materially delay the ability of the Company to consummate the transactions

contemplated herein; provided, however, that no change, event, occurrence or effect arising out of or related to any of

the following, alone or in combination, shall be taken into account in determining whether a Company Material Adverse Effect pursuant

to clause (a) has occurred: (i) acts of war (whether or not declared), sabotage, military or para-military actions or terrorism,

or any escalation or worsening of any such acts, or changes in global, national or regional political or social conditions or other force

majeure events; (ii) earthquakes, hurricanes, tornados, epidemics and pandemics declared by the World Health Organization or any

other reputable third party organization or other natural or man-made disasters; (iii) changes attributable to the public announcement

or pendency of the transactions contemplated herein (including the impact thereof on relationships with customers, suppliers, employees

or Governmental Authorities); provided that the exceptions in this clause (iii) shall not apply with respect to references

to Company Material Adverse Effect in the representations and warranties contained in Section 4.4 to the extent that its purpose

is to address the consequences resulting from the public announcement or pendency of the transactions contemplated herein or the condition

set forth in Section 9.2(a) to the extent related to such representations; (iv) changes or proposed changes in Law, regulations

or interpretations thereof or decisions by courts or any Governmental Authority first announced after the date of this Agreement; (v) changes

or proposed changes in GAAP (or any interpretation thereof) first announced after the date of this Agreement; (vi) any downturn in

general economic conditions, including changes in the credit, debt, securities, financial, capital or reinsurance markets (including changes

in interest or exchange rates or the price of any security, market index or commodity), in each case, in the United States or anywhere

else in the world; (vii) events or conditions generally affecting the industries and markets in which the Company operates; (viii) any

failure to meet any projections, forecasts, estimates, budgets or financial or operating predictions of revenue, earnings, cash flow or

cash position, provided that this clause (viii) shall not prevent a determination that any change, event, or occurrence underlying

such failure (unless otherwise excluded by the other clauses of this proviso) has resulted in a Company Material Adverse Effect; (ix) any

actions expressly required to be taken, or expressly required not to be taken, pursuant to the terms of this Agreement; (x) any action

taken by, or at the written request of, USFM or any of its Subsidiaries or any actions required to be taken by Law; (xi) any change in

the cash position of the Company and its Subsidiaries which results from operations in the ordinary course of business consistent with

past practices; or (xii) any change in the stock price or trading volume of the Company Common Stock (it being understood, however, that

any change causing or contributing to any change in stock price or trading volume of the Company Common Stock may be taken into account

in determining whether a Company Material Adverse Effect has occurred, unless such changes are otherwise excepted from this definition)

provided, however, that if a change or effect related to clause (i), clause (ii) or clauses (iv) through (vii)

disproportionately adversely affects the Company Entities, taken as a whole, compared to other Persons operating in the same industry

as the Company Entities, then such disproportionate impact may be taken into account in determining whether a Company Material Adverse

Effect has occurred.

“Company Material Contract”

has the meaning specified in Section 4.12(a).

“Company Merger Consideration”

has the meaning specified in Section 3.3(a)(i).

“Company Preferred Stock”

means the preferred stock, $0.001 par value per share, of the Company.

“Company Real Property

Lease” has the meaning specified in Section 4.19(b).

“Company Registered IP”

has the meaning specified in Section 4.20(a).

“Company Securities”

means, collectively, the Company Common Stock and the Company Convertible Securities.

“Company Security Holders”

means, collectively, the holders of Company Securities.

“Company Stockholder

Approval” means the approval of the Company Transaction Proposal identified in clauses (A) and (B) of Section 8.2(c),

upon the Company’s receipt of the Requisite Vote at a Company Stockholders’ Meeting duly called by the Company Board and held

for such purpose, in accordance with the applicable provisions of the DGCL and the Governing Documents of the Company.

“Company Stockholders”

means the holders of Company Common Stock.

“Company Stockholders’

Meeting” has the meaning specified in Section 8.2(c).

“Company Support Agreement”

has the meaning set forth in the Recitals.

“Company Transaction

Expenses” means, without duplication, all out-of-pocket fees and expenses of the Company Entities paid or payable (whether or

not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of this Agreement and

the transactions contemplated hereby or investigating, pursuing or contemplating any other change of control or consideration of any strategic

alternative to the transactions contemplated hereby, including: (i) fees, costs, expenses, brokerage fees, commissions, finders’

fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and

service providers, (ii) change-in-control payments, transaction bonuses, retention payments, severance or similar compensatory payments

payable to any current or former employee, consultant, independent contractor, officer, or director as a result of the transactions contemplated

hereby (and not subject to any subsequent event or condition, such as a termination of employment), including the employer portion of

payroll Taxes arising therefrom, (iii) the Company D&O Tail Policy, and (iv) such expenses detailed in (i) through (ii) incurred

by Affiliates of the Company in connection with the transactions contemplated herein. For the avoidance of doubt, Company Transaction

Expenses shall exclude Indebtedness.

“Company Transaction

Proposals” has the meaning specified in Section 8.2(c).

“Company Triggering Event”

shall be deemed to have occurred if, at any time prior to the adoption of this Agreement and the approval of the transactions contemplated

hereby by the Requisite Vote (a) the Company Board shall have made a Company Board Adverse Recommendation Change; (b) the Company Board

or any committee thereof shall have publicly approved, endorsed or recommended any Acquisition Proposal; (c) the Company shall have entered

into any letter of intent or similar document or any contract relating to any Acquisition Proposal; or (d) a Company Intervening Event

shall have occurred.

“Confidentiality Agreement”

has the meaning specified in Section 11.8.

“Contracts”

means any legally binding contracts, side letters, agreements, subcontracts, leases, covenants not to sue, licenses, sublicenses and purchase

orders, and all ancillary agreements, amendments, modifications, and waivers thereto.

“D&O Persons”

has the meaning specified in Section 8.7(a).

“Delaware Matter”

means that certain Legal Proceeding Youseph, et al. v. Visconti, et al., Case No. 2025-026.

“DGCL” means

the Delaware General Corporation Law, as amended.

“Disclosure Letter”

means, as applicable, the Company Disclosure Letter or the USFM Disclosure Letter.

“Dissenter’s Rights

Statute” has the meaning specified in Section 3.7(a).

“Dissenting Shares”

has the meaning specified in Section 3.7(a).

“Dissenting Stockholder”

has the meaning specified in Section 3.7(a).

“Dollars” or

“$” means lawful money of the United States.

“Environmental Laws”

means any and all applicable Laws relating to (a) the treatment, disposal, emission, discharge, Release or threatened Release of

Hazardous Materials, (b) pollution, or the protection or management of the environment or natural resources, or (c) protection

of human health (with respect to exposure to Hazardous Materials).

“ERISA” means

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

“Exchange Act”

means the Securities Exchange Act of 1934, as amended.

“Exchange Agent”

has the meaning specified in Section 3.6(a).

“Exchange Agent Agreement”

has the meaning specified in Section 3.6(a).

“Exchange Fund”

has the meaning specified in Section 3.6(b).

“Exchange Ratio”

means such amount equal to the quotient of (i) the Company Consideration Shares divided by (ii) the total number of shares of Company

Common Stock and the number of shares of Company Common Stock subject to the Company Convertible Securities outstanding immediately prior

to the First Effective Time.

“First Effective Time”

has the meaning specified in Section 3.1(a).

“First Merger”

has the meaning specified in the Recitals hereto.

“GAAP” means

generally accepted accounting principles in the United States as in effect from time to time.

“Governing Documents”

means the legal document(s) by which any Person (other than an individual) establishes its legal existence, or which govern its internal

affairs. For example, the “Governing Documents” of a corporation are its certificate or articles of incorporation and bylaws,

the “Governing Documents” of a limited partnership are its limited partnership agreement and certificate of limited partnership,

the “Governing Documents” of a limited liability company are its operating agreement and certificate of formation or articles

of organization, as applicable, and the “Governing Documents” of an exempted company are its memorandum and articles of association,

in each case, or any comparable or similarly named constituent documents.

“Governmental Authority”

means any federal, state, provincial, municipal, local or foreign government, governmental authority, regulatory or administrative agency,

governmental commission, department, board, bureau, agency or instrumentality, court or tribunal.

“Governmental Authorization”

has the meaning specified in Section 4.5.

“Governmental Order”

means any order, judgment, injunction, decree, writ, stipulation, determination or award, in each case, entered by or with any Governmental

Authority.

“Hazardous Material”

means any (a) pollutant, contaminant, chemical, solid, liquid, gas, material, substance, or waste that is listed, defined, designated

or classified as “toxic,” “hazardous,” “hazardous waste”, “hazardous material,” or a “hazardous

substance” (or words of similar intent or meaning) under any Environmental Law, including materials that are deemed hazardous pursuant

to any Environmental Laws due to their ignitability, corrosivity or reactivity characteristics, or (b) petroleum or any fraction

or product thereof, asbestos or asbestos-containing material, polychlorinated biphenyl, chlorofluorocarbons, or per- and polyfluoroalkyl

substances.

“HSR Act” means

the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Indebtedness”

means, with respect to any Person, without duplication, any obligations, contingent or otherwise, in respect of (a) the principal

of and premium (if any) in respect of all indebtedness for borrowed money, including accrued interest and any per diem interest accruals,

(b) the principal and interest components of capital or finance lease obligations under GAAP, (c) amounts drawn (including any

accrued and unpaid interest) on letters of credit, bank guarantees, bankers’ acceptances and other similar instruments (solely to

the extent such amounts have actually been drawn), (d) the principal of and premium (if any) in respect of obligations evidenced

by bonds, debentures, notes and similar instruments, (e) the termination value of interest rate protection agreements and currency

obligation swaps, hedges or similar arrangements (without duplication of other indebtedness supported or guaranteed thereby), (f) the

principal component of all obligations to pay the deferred and unpaid purchase price of property and equipment which have been delivered,

including “earn outs” and “seller notes,” (g) any unfunded or underfunded liabilities pursuant to any pension,

retirement, or nonqualified deferred compensation plan or arrangement and any earned but unpaid compensation (including salary, bonuses

and paid time off) for any period prior to the Closing Date, (h) breakage costs, prepayment or early termination premiums, penalties,

or other fees or expenses payable as a result of the consummation of the transactions contemplated hereby in respect of any of the items

in the foregoing clauses (a) through (g), and (i) all Indebtedness of another Person referred to in clauses (a) through

(f) above guaranteed directly or indirectly, jointly or severally.

“Insurance Policies”

has the meaning specified in Section 4.16.

“Intellectual Property”

means any rights in or to the following, throughout the world, including all U.S. and foreign: (a) patents, patent applications,

invention disclosures, and all related continuations, continuations-in-part, divisional, reissues, re-examinations, substitutions, and

extensions thereof (collectively, “Patents”); (b) trademarks, logos, service marks, trade dress and trade names,

slogans and other indicia of source, including all registrations and pending applications to register any of the foregoing together with

the goodwill associated therewith (collectively, “Trademarks”); (c) works of authorship and copyrights (whether

registered and unregistered), and applications for registration of copyright (including all translations, adaptations, derivations and

combinations of the foregoing) (collectively, “Copyrights”); (d) internet domain names and social media accounts

and handles (collectively, “Internet Assets”); (e) software (including object code, source code, or other form);

and (f) trade secrets, know-how, processes, customer lists, business plans, databases, data compilations and other confidential information

or proprietary rights.

“Interim Period”

has the meaning specified in Section 6.1.

“Investment Company Act”

means the U.S. Investment Company Act of 1940, as amended.

“IRS” means

the U.S. Internal Revenue Service.

“Law” means

any statute, law, ordinance, rule, principle of common law, regulation or Governmental Order, in each case, of any Governmental Authority.

“Leased Real Property”

means all real property leased, licensed, or subleased by the Company or any of its Subsidiaries pursuant to a Company Real Property Lease.

“Legal Proceedings”

has the meaning specified in Section 4.10.

“Letter of Transmittal”

has the meaning specified in Section 3.6(c).

“Liabilities”

means any and all liabilities, Indebtedness, Legal Proceedings or obligations of any nature (whether absolute, accrued, contingent or

otherwise, whether known or unknown, whether direct or indirect, whether matured or unmatured, whether due or to become due and whether

or not required to be recorded or reflected on a balance sheet under GAAP or other applicable accounting standards), including Tax liabilities

due or to become due.

“License” means

any franchise, grant, authorization, license, permit, consent, certificate, approval, order, waiver, registration, or authorization of,

or designation, declaration or filing with, or notification to, any Governmental Authority.

“Lien” means

all liens, mortgages, deeds of trust, pledges, hypothecations, encumbrances, security interests, adverse claims, options, restrictions,

claims, licenses, covenants not to sue or other liens of any kind whether consensual, statutory or otherwise.

“Mergers” has

the meaning specified in the Recitals hereto.

“Mergers Intended Tax

Treatment” has the meaning specified in Section 8.4(b)(ii).

“Merger Subs”

has the meaning specified in the Preamble hereto.

“Merger Sub I”

has the meaning specified in the Preamble hereto.

“Merger Sub I Board”

has the meaning specified in the Recitals hereto.

“Merger Sub I Common

Stock” has the meaning specified in Section 3.3(a)(v).

“Merger Sub II”

has the meaning specified in the Preamble hereto.

“Merger Sub II Board”

has the meaning specified in the Recitals hereto.

“Merger Sub II Common

Stock” has the meaning specified in Section 3.3(b)(iv).

“Nasdaq” means

The Nasdaq Stock Market LLC.

“NYSE” means

the New York Stock Exchange.

“Notice Period”

has the meaning specified in Section 8.2(d).

“Off-the-Shelf Software”

has the meaning set forth in Section 4.20(b).

“Offer Documents”

has the meaning specified in Section 8.2(a)(i).

“Original Merger Agreement”

has the meaning specified in the Recitals hereto.

“Party” and

“Parties” have the meaning specified in the Preamble hereto.

“Permitted Liens”

means (a) mechanic’s, materialmen’s and similar Liens arising in the ordinary course of business with respect to any

amounts (i) not yet due and payable or (ii) which are being contested in good faith through appropriate proceedings and for

which adequate accruals or reserves have been established in accordance with GAAP, (b) Liens for Taxes (i) not yet due and payable

or (ii) which are being contested in good faith through appropriate proceedings and for which adequate accruals or reserves have

been established in accordance with GAAP, (c) defects or imperfections of title (except with respect to Intellectual Property), easements,

encroachments, covenants, rights-of-way, conditions, matters that would be apparent from a physical inspection or current, accurate survey

of such real property, restrictions and other similar charges or encumbrances that do not, in the aggregate, materially impair the value

or materially interfere with the present use of the Leased Real Property, (d) with respect to any Leased Real Property (i) the

interests and rights of the respective lessors with respect thereto, including any statutory landlord liens and any Lien thereon and (ii) any

Liens encumbering the underlying fee title of the real property of which the Leased Real Property is a part, (e) zoning, building,

entitlement and other land use and environmental regulations promulgated by any Governmental Authority that do not, in the aggregate,

materially interfere with the current use of, or materially impair the value of, the Leased Real Property, (f) ordinary course purchase

money Liens and Liens securing rental payments under operating or capital lease arrangements for amounts not yet due or payable, (g) other

Liens arising in the ordinary course of business and not incurred in connection with the borrowing of money in connection with workers’

compensation, unemployment insurance or other types of social security, (h) reversionary rights in favor of landlords under any Company

Real Property Leases with respect to any of the buildings or other improvements owned by the Company or any of its Subsidiaries, (i) non-exclusive

licenses to Company IP granted in the ordinary course of business, (j) those Liens the existence of which are disclosed in the notes to

the consolidated financial statements of the Company included in the SEC Reports filed at least two Business Days prior to the date of

this Agreement, and (k) Liens that do not, individually or in the aggregate, materially and adversely affect, or materially disrupt, the

ordinary course operation of the businesses of the Company and its Subsidiaries, taken as a whole.

“Person” means

any individual, firm, corporation, partnership, limited liability company, incorporated or unincorporated association, joint venture,

joint stock company, Governmental Authority or instrumentality or other entity of any kind.

“PIPE Investment”

has the meaning set forth in the Recitals.

“PIPE Warrants”

has the meaning set forth in the Recitals.

“Pre-Closing Assetco

Shares Contribution Agreement” has the meaning specified in Section 6.2(a).

“Pre-Closing Company

Assets and Liabilities Contribution Agreement” has the meaning specified in Section 6.2(a).

“Pre-Closing CVR Interests

Distribution Agreement” has the meaning set forth in Section 6.2(a).

“Pre-Closing CVR Restructuring

Agreements” has the meaning specified in Section 6.2(a).

“Pre-Closing CVR Restructuring”

has the meaning set forth in Section 6.2(a).

“Prospective Transaction”

has the meaning specified in Section 8.11(e).

“Proxy Statement”

has the meaning specified in Section 8.2(a)(i).

“Pubco” has

the meaning specified in the Preamble hereto.

“Pubco Board”

has the meaning specified in the Recitals hereto.

“Pubco Common Share”

means a share of Pubco Common Stock.

“Pubco Common Stock”

means common stock of Pubco, par value $0.01 per share.

“Pubco Financial Statements”

has the meaning specified in Section 8.2(a)(v).

“Pubco Interim Financial

Statements” has the meaning specified in Section 8.2(a)(v).

“Pubco Shareholder Written

Consent” has the meaning specified in Section 8.2(f).

“Pubco Warrant”

has the meaning specified in Section 3.3(a)(iii).

“Registration Rights

Agreement” has the meaning set forth in the Recitals.

“Registration Statement”

has the meaning specified in Section 8.2(a).

“Related Person”

has the meaning specified in Section 4.25.

“Release” means

the release, spill, emission, leaking, dumping, injecting, pouring, depositing, disposing, discharging, dispersing, leaching or migrating

of any Hazardous Material into or through the environment.

“Representatives”

means collectively, with respect to any Party, such Party’s and its Affiliates’ directors, officers, employees, investment

bankers, financial advisors, attorneys, accountants, or other advisors, agents or representatives.

“Requisite Vote”

means (a) the affirmative vote of a majority of the voting power of the shares of Company Common Stock present in person or represented

by proxy at the Company Stockholders’ Meeting and entitled to vote thereat and (b) the affirmative vote of a majority outstanding

shares of the Company Common Stock held by disinterested Company Stockholders that are entitled to vote at the Company Stockholders’

Meeting as of the record date present, in person or by proxy, and voting at the Company Stockholders’ Meeting.

“Sarbanes-Oxley Act”

means the U.S. Sarbanes-Oxley Act of 2002.

“SEC” means

the U.S. Securities and Exchange Commission.

“SEC Reports”

has the meaning specified in Section 4.8(a).

“Second Effective Time”

has the meaning specified in Section 3.1(b).

“Second Merger”

has the meaning specified in the Recitals hereto.

“Securities Act”

means the U.S. Securities Act of 1933, as amended.

“Securities Purchase

Agreements” has the meaning specified in the Recitals hereto.

“Statement of Merger”

has the meaning specified in Section 3.1(b).

“Subsidiary”

means, with respect to any Person, any other Person, of which an amount of the voting securities, other voting ownership or voting partnership

interests of which is sufficient to elect at least a majority of its board of directors or other governing body (or, if there are no such

voting interests, 50% or more of the equity interests of which) is owned directly or indirectly by such first Person or of which such

first person is the general partner, manager or managing member. For the purposes hereof, the term Subsidiary shall include all Subsidiaries

of such Subsidiary.

“Subsidiary Awards”

has the meaning set forth in Section 4.7(b).

“Superior Proposal”

has the meaning set forth in Section 8.11(e).

“Surviving Company”

has the meaning set forth in the Recitals.

“Surviving Corporation”

has the meaning set forth in the Recitals.

“Systems” means

all of the following that are owned by, used, or relied on by the Company Entities: software, software engines, computer hardware (whether

general or special purpose), websites, website content and links and equipment used to process, store, maintain and operate data, database

operating systems and electronic data processing, record keeping, and communications, telecommunications systems, networks, interfaces,

platforms, servers, peripherals, computer systems, and other information technology infrastructure, including any outsourced systems and

processes, and information and functions owned, used or provided by the Company Entities.

“Takeover Statute”

means any “fair price,” “moratorium,” “control share acquisition,” “business combination”

or other anti-takeover Law, including, but not limited to Section 203 of the DGCL.

“Tax Return”

means any return, declaration, report, statement, information statement or other document filed or required to be filed with any Governmental

Authority (or provided to any payee) with respect to Taxes, including any claims for refunds of Taxes, any information returns and any

schedules, attachments, amendments or supplements of any of the foregoing.

“Tax(es)” means

(a) any and all federal, state, local, foreign or other taxes imposed by any Governmental Authority, including all income, gross receipts,

license, payroll, recapture, net worth, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs

duties, capital stock, ad valorem, value added, inventory, franchise, profits, withholding, social security (or similar), unemployment,

disability, real property, personal property, sales, use, transfer, registration, governmental charges, duties, levies and other similar

charges imposed by a Governmental Authority in the nature of a tax, alternative or add-on minimum, or estimated taxes (in each case, whether

imposed directly or through withholding and

whether or not disputed), and including any interest, penalty, or addition thereto, and including

any secondary liability for any of the aforementioned, (b) any liability for payment of amounts described in clause (a) whether as a result

of being a member of an affiliated, consolidated, combined or unitary group for any period or otherwise through operation of law, and

(c) any liability for the payment of amounts described in clauses (a) or (b) as a result of any tax sharing, tax group, tax indemnity

or tax allocation agreement (excluding commercial agreements entered into in the ordinary course of business the primary purpose of which

is not the sharing of Taxes) with, or any other express or implied agreement to indemnify, any other Person.

“Terminating Company

Breach” has the meaning specified in Section 10.1(f).

“Terminating USFM Breach”

has the meaning specified in Section 10.1(h).

“Transfer Taxes”

has the meaning specified in Section 8.4(a).

“Treasury Regulations”

means the regulations promulgated under the Code by the United States Department of the Treasury (whether in final, proposed or temporary

form), as the same may be amended from time to time.

“Trust” means

that certain Delaware contingent value rights trust to be formed by the Company in connection with the Pre-Closing CVR Restructuring.

“Trust Formation Agreements”

means, collectively, all reasonably required agreements or documents in connection with the Pre-Closing CVR Restructuring and other transactions

contemplated hereby (including, but not limited to, a trust agreement and a contingent value rights agreement).

“USFM” has

the meaning specified in the Preamble hereto.

“USFM Audited Financial

Statements” has the meaning specified in Section 5.5.

“USFM Breakup Fee”

has the meaning specified in Section 10.3(c).

“USFM Common Stock”

means common stock of USFM, no par value per share.

“USFM Disclosure Letter”

has the meaning specified in the introduction to Article V.

“USFM Dissenting Shareholder”

has the meaning specified in Section 3.7(b).

“USFM Dissenting Shares”

has the meaning specified in Section 3.7(b).

“USFM Exchange Warrant”

has the meaning specified in Section 3.3(b)(iii).

“USFM Financial Statements”

has the meaning specified in Section 5.5.

“USFM Interim Financial

Statements” has the meaning specified in Section 5.5.

“USFM Material Adverse

Effect” means any change, event, or occurrence, that, individually or when aggregated with other changes, events, or occurrences,

(a) has had a materially adverse effect on the business, assets, financial condition or results of operations of USFM and its Subsidiaries,

in each case, taken as a whole, or (b) would reasonably be expected to prevent or materially delay or materially impair the ability

of USFM or its Subsidiaries to perform any of their respective covenants or obligations under this Agreement or any Ancillary Agreement

or to timely consummate the transactions contemplated hereby or thereby; provided, that no change, event or occurrence described

in clauses (i) through (x) of the definition of Company Material Adverse Effect (which shall apply as to USFM and its Subsidiaries,

mutatis mutandis) shall be deemed to constitute an USFM Material Adverse Effect or be taken into account in determining whether

an USFM Material Adverse Effect pursuant to clause (a) has occurred; provided, further, that if a change, event or

occurrence related to clause (ii) or clauses (iv) through (vii) of the definition of Company Material Adverse Effect (which

shall apply as to USFM and its Subsidiaries, mutatis mutandis) disproportionately adversely affects USFM and its Subsidiaries,

in each case, taken as a whole, compared to other Persons operating in the same industry as USFM and its Subsidiaries, then such disproportionate

impact may be taken into account in determining whether an USFM Material Adverse Effect has occurred.

“USFM Modification in

Recommendation” has the meaning specified in Section 8.2(b).

“USFM Securities”

means, collectively, the USFM Common Stock, USFM Warrant and PIPE Warrants.

“USFM Security Holders”

means, collectively, the holders of USFM Securities.

“USFM Shareholder Approvals”

means the approval of those USFM Transaction Proposals identified in clauses (A), (B), (C), (D), (E), and (F) of Section 8.2(b),

at an USFM Shareholders’ Meeting duly called by the USFM Board and held for such purpose, in accordance with the applicable provisions

of the Colorado Act and the Governing Documents of USFM.

“USFM Shareholders”

means the shareholders of USFM as of immediately prior to the Closing.

“USFM Shareholders’

Meeting” has the meaning specified in Section 8.2(b).

“USFM Transaction Proposals”

has the meaning specified in Section 8.2(b).

“USFM Warrant”

means that certain warrant, dated as of July 7, 2026, issued by USFM to FG Merchant Partners, LP.

“WARN” has

the meaning specified in Section 4.14(b).

Section 1.2 Construction.

(a) Unless

the context of this Agreement otherwise requires, (i) words of any gender include each other gender; (ii) words using the singular

or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,”

“hereby,” “hereto” and derivative or similar words refer to this entire Agreement; (iv) the terms “Article”

or “Section” refer to the specified Article or Section of this Agreement; (v) the word “including” means

“including, without limitation”; (vi) the word “or” shall be disjunctive but not exclusive, and (vii) the

phrase “to the extent” means the degree to which a thing extends (rather than if).

(b) Unless

the context of this Agreement otherwise requires, references to statutes shall include all regulations promulgated thereunder and references

to statutes or regulations shall be construed as including all statutory and regulatory provisions consolidating, amending or replacing

the statute or regulation.

this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified.

(d) All

accounting terms used herein and not expressly defined herein shall have the meanings given to them under GAAP.

(e) The

phrases “provided to,” “furnished to,” “made available” and phrases of similar import when used herein,

unless the context otherwise requires, mean that a copy of the information or material referred to has been provided no later than 9:00 p.m.

on the third day prior to the date of this Agreement to the Party to which such information or material is to be provided or furnished

(i) in the virtual “data room” set up by the Company or USFM, as the case may be, in connection with this Agreement or

(ii) by delivery to such Party or its legal counsel via electronic mail or hard copy form.

Section 1.3 Knowledge.

As used herein, (i) the phrase “to the knowledge” of the Company means the knowledge of the individuals identified on

Section 1.3 of the Company Disclosure Letter and (ii) the phrase “to the knowledge” of USFM means the knowledge

of the individuals identified on Section 1.3 of the USFM Disclosure Letter, in each case, as such individuals would have acquired

after reasonable inquiry of such individual’s direct reports.

Article

CLOSING

Section 2.1 The

Mergers.

(a) First

Merger. At the First Effective Time and subject to and upon the terms and conditions of this Agreement and in accordance with the applicable

provisions of the DGCL, Merger Sub I and the Company shall consummate the First Merger, pursuant to which Merger Sub I shall be merged

with and into the Company, following which the separate corporate existence of the Merger Sub I shall cease and the Company shall continue

as the Surviving Company.

(b) Second

Merger. At the Second Effective Time and subject to and upon the terms and conditions of this Agreement and in accordance with the applicable

provisions of the Colorado Act, Merger Sub II and USFM shall consummate the Second Merger, pursuant to which Merger Sub II shall be merged

with and into USFM, following which the separate corporate existence of the Merger Sub II shall cease and USFM shall continue as the Surviving

Corporation.

Section 2.2 Closing.

In accordance with the terms and subject to the conditions of this Agreement, the closing of the transactions contemplated by this Agreement

(the “Closing”) shall take place remotely via the electronic exchange of documents, at 10:00 a.m. (Eastern time)

on the date which is two (2) Business Days after the first date on which all conditions set forth in Article IX shall have been

satisfied or waived (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction

or waiver thereof) or such other time and place as USFM and Company may mutually agree in writing. The date on which the Closing actually

occurs is referred to in this Agreement as the “Closing Date”.

Section 2.3 Closing

Deliverables.

(a) At

the Closing, the Company shall deliver or cause to be delivered to USFM:

(i) a

certificate signed by an officer of the Company, dated as of the Closing Date, certifying that, to the knowledge and belief of such officer,

the conditions specified in Section 9.2(a), Section 9.2(b), Section 9.2(c) and Section 9.2(d) have been fulfilled;

(ii) a

certificate pursuant to Treasury Regulations Sections 1.1445-2(c) and 1.897-2(h), together with a form of notice to the IRS in accordance

with the requirements of Treasury Regulations Section 1.897-2(h);

(iii) delivery

of (A) evidence that the Pre-Closing CVR Restructuring has been completed, (B) the Pre-Closing Contribution Agreements, and (C) the Trust

Formation Agreements;

(iv) the

third-party consents identified on Section 2.3(a)(iv) of the Company Disclosure Letter in a form reasonably satisfactory to USFM;

(v) the

third-party consents identified on Section 2.3(a)(v) of the Company Disclosure Letter in a form reasonably satisfactory to USFM;

(vi) the

written resignations of all of the directors and officers of the Company Entities, effective as of the First Effective Time; and

(vii) copies

of the other Ancillary Agreements duly executed by duly authorized representatives of the Company, Pubco, the Merger Subs, and each Company-related

Person party thereto.

(b) At

the Closing, USFM will deliver or cause to be delivered to the Company:

(i) a

certificate signed by an officer of USFM, dated the Closing Date, certifying that, to the knowledge and belief of such officer, the conditions

specified in Section 9.3(a), Section 9.3(b) and Section 9.3(c) have been fulfilled;

(ii) a

certificate pursuant to Treasury Regulations Sections 1.1445-2(c) and 1.897-2(h), together with a form of notice to the IRS in accordance

with the requirements of Treasury Regulations Section 1.897-2(h); and

(iii) the

other Ancillary Agreements duly executed by duly authorized representatives of USFM, USFM Shareholders and each other USFM-related Person

party thereto.

Article

III

EFFECTS OF THE MERGERS; CONSIDERATION

Section 3.1 Effective

Times.

(a) Subject

to the conditions of this Agreement, the Parties hereto shall cause the First Merger to be consummated by filing a certificate of merger

for the merger of Merger Sub I with and into the Company (the “Certificate of Merger”) with the Delaware Secretary

of State in accordance with, and in such form as is required by, the relevant provisions of the DGCL (the time of such filing, or such

later time as may be specified in the Certificate of Merger, being the “First Effective Time”), and shall cause to

be made any other filings, recordings, or publications that are required to be made by the Company, Pubco, USFM or Merger Sub I under

the DGCL in connection with the First Merger.

(b) Subject

to the conditions of this Agreement, substantially concurrently with the consummation of the First Merger pursuant to Section 3.1(a),

the Parties hereto shall cause the Second Merger to be consummated by filing a statement of merger for the merger of Merger Sub II with

and into USFM (the “Statement of Merger”) with the Colorado Secretary of State in accordance with, and in such form

as is required by, the relevant provisions of the Colorado Act (the time of such filing, or such later time as may be specified in the

Statement of Merger, being the “Second Effective Time”), and shall cause to be made any other filings, recordings,

or publications that are required to be made by Pubco, USFM or Merger Sub II under the Colorado Act in connection with the Second Merger.

Section 3.2 Effects

of the Mergers.

(a) At

the First Effective Time, the effect of the First Merger shall be as provided in this Agreement, the Certificate of Merger and the applicable

provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the First Effective Time, all the property,

rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub I and the Company shall

become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving

Company, which shall include the assumption (by operation of the First Merger) by the Surviving Company of any and all agreements, covenants,

duties and obligations of Merger Sub I and the Company set forth in this Agreement to be performed after the First Effective Time.

(b) At

the Second Effective Time, the effect of the Second Merger shall be as provided in this Agreement, the Statement of Merger and the applicable

provisions of the Colorado Act. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all

the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of Merger Sub II and USFM

shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving

Corporation, which shall include the assumption (by operation of the Second Merger) by the Surviving Corporation of any and all agreements,

covenants, duties and obligations of Merger Sub II and USFM set forth in this Agreement to be performed after the Second Effective Time.

Section 3.3 Conversion

of Securities.

(a) By

virtue of the First Merger and without any action on the part of any Party, at the First Effective Time:

(i) Company

Common Stock. Each share of Company Common Stock, which, for the avoidance of doubt, includes the Company Common Stock held as a

result of the Company Convertible Security Termination (excluding any shares of Company Common Stock described in Section 3.3(a)(iii)

below and any Dissenting Shares), issued and outstanding immediately prior to the First Effective Time shall be converted into the right

to receive such number of Pubco Common Shares equal to the Exchange Ratio (the “Company Merger Consideration”), shall

no longer be outstanding, shall be automatically cancelled and shall cease to exist, and each Company Book Entry Share representing any

share of Company Common Stock issued and outstanding immediately prior to the First Effective Time and each Company Certificate representing

any share of Company Common Stock issued and outstanding immediately prior to the First Effective Time, if any, shall thereafter represent

only the right to receive the applicable number of Company Consideration Shares.

(ii) Company

Common Stock held in Treasury. Notwithstanding Section 3.3(a)(i) or any other provision of this Agreement to the contrary,

each share of Company Common Stock that is held in the treasury immediately prior to the First Effective Time by the Company shall no

longer be outstanding, shall automatically be cancelled without payment of any consideration therefor, shall not be entitled to any consideration

by virtue of the First Merger, and shall cease to exist.

(iii) Company

Common Stock Warrants. At the First Effective Time, automatically and without any action on the part of the holder thereof, each

Company Common Stock Warrant that is issued and outstanding, unexpired and unexercised immediately prior to the First Effective Time,

shall, in accordance with such Company Common Stock Warrant’s underlying warrant agreement, be assumed by Pubco and shall become

a corresponding warrant of Pubco (a “Pubco Warrant”). Each such assumed warrant shall be subject to the same terms

and conditions (including vesting and exercisability) as were applicable to the corresponding Company Common Stock Warrant immediately

prior to the First Effective Time, except that such assumed warrant shall be exercisable or convertible for, or shall otherwise confer

the right to acquire, on the same terms and conditions, the number of shares of Pubco Common Stock determined by multiplying (x) the

number of shares of Company Common Stock subject to such Company Common Stock Warrant immediately prior to the First Effective Time by

(y) the Exchange Ratio. Immediately following the First Effective Time, all such Company Common Stock Warrants shall automatically be

cancelled and shall cease to exist and the holders of Company Common Stock Warrants immediately prior to the First Effective Time shall

cease to have any rights with respect to such Company Common Stock Warrants except as provided herein.

(iv) Company

Convertible Securities. At the First Effective Time, automatically and without any action on the part of the holder thereof, each

Company Convertible Security (other than the Company Common Stock Warrants) remaining issued and outstanding and unexpired immediately

prior to the First Effective Time shall, in accordance with such Company Convertible Security’s underlying award agreement, be

accelerated and fully vested and converted into and represent the right to receive the number of shares of Pubco Common Stock determined

by multiplying (x) the number of shares of Company Common Stock subject to such Company Convertible Security immediately prior to the

First Effective Time by (y) the Exchange Ratio, and immediately thereafter all such Company Convertible Securities shall automatically

be cancelled and shall cease to exist (the “Company Convertible Security Termination”) and the holders of Company

Convertible Securities immediately prior to the Company Convertible Security Termination shall cease to have any rights with respect

to such Company Convertible Securities except as provided herein.

(v) Merger

Sub I Common Stock. At the First Effective Time, by virtue of the First Merger and without any action on the part of the Company

or Merger Sub I, each share of common stock, par value $0.001 per share, of Merger Sub I (“Merger Sub I Common Stock”)

shall be converted into one share of common stock, par value $0.001 per share, of the Surviving Company.

(vi) Dissenting

Shares. Each Dissenting Share shall cease to be outstanding, shall be cancelled and shall cease to exist, and shall thereafter constitute

only the rights, if any, available under the Dissenter’s Rights Statute, in accordance with and subject to the provisions of Section

3.7.

(vii) Maximum

Consideration. All of the Company Securities converted to Pubco Common Shares pursuant to this Section 3.3(a) shall not exceed

the Company Consideration Shares.

(b) By

virtue of the Second Merger and without any action on the part of any Party, at the Second Effective Time:

(i) USFM

Common Stock. Each share of USFM Common Stock issued and outstanding immediately prior to the Second Effective Time (including, for

the avoidance of doubt, any additional shares of USFM Common Stock issued prior to the Second Effective Time pursuant to the PIPE Investment)

shall be converted into the right to receive such number of Pubco Common Shares as determined by the Parties (provided that, the aggregate

number of such Pubco Common Shares issued to former holders of USFM Common Shares shall equal ninety-three percent (93%) of the issued

and outstanding shares of Pubco Common Stock immediately following the Second Effective Time (calculated on a fully diluted basis)),

shall no longer be outstanding, shall be automatically cancelled and shall cease to exist. Each USFM Dissenting Share shall cease to

be outstanding, shall be cancelled and shall cease to exist, and shall thereafter constitute only the rights, if any, available under

the Colorado Act, in accordance with and subject to the provisions of Section 3.7.

(ii) PIPE

Warrants. Each PIPE Warrant that is issued, outstanding and unexercised immediately prior to the Second Effective Time shall be terminated

in exchange for the right to receive a Pubco Warrant to acquire one (1) share of Pubco Common Stock for each share of USFM Common Stock

subject to such PIPE Warrant. Each Pubco Warrant issued in respect of a PIPE Warrant shall have the same terms and conditions as the

corresponding PIPE Warrant (including vesting and exercisability). Pubco shall take all corporate actions necessary to authorize for

future issuance, and shall maintain such authorization for so long as the Pubco Warrants issued in respect of the PIPE Warrants remain

outstanding, a sufficient number of shares of Pubco Common Stock for delivery upon the valid exercise thereof, and each PIPE Warrant

shall no longer be issued or outstanding and shall automatically be cancelled and shall cease to exist, and the holders thereof shall

thereafter cease to have any rights with respect thereto, except the right to receive the consideration set forth in this Section

3.3(b)(ii).

(iii) USFM

Warrant. The USFM Warrant shall be terminated in exchange for the right to receive a Pubco Warrant to acquire one (1) share of Pubco

Common Stock for each share of USFM Common Stock underlying the USFM Warrant (the Pubco Warrant issued to FG Merchant Partners, LP in

connection with the Second Merger is referred to herein as the “USFM Exchange Warrant”), and Pubco shall take all

corporate actions necessary to authorize for future issuance, and shall maintain such authorization for so long as the USFM Exchange

Warrant remains outstanding, a sufficient number of shares of Pubco Common Stock for delivery upon the valid exercise of the USFM Exchange

Warrant, and the USFM Warrant shall no longer be issued or outstanding and shall automatically be cancelled and shall cease to exist,

and FG Merchant Partners, LP shall thereafter cease to have any rights with respect thereto, except the right to receive the consideration

set forth in this Section 3.3(b)(iii).

(iv) Merger

Sub II Common Stock. At the Second Effective Time, by virtue of the Second Merger and without any action on the part of USFM

or Merger Sub II, each share of common stock, par value $0.001 per share, of Merger Sub II (“Merger Sub II Common Stock”)

shall be converted into one share of common stock, par value $0.001 per share, of the Surviving Corporation.

Fractional Shares. Notwithstanding anything to the contrary in this Section 3.3, no fractional Pubco Common Shares

shall be issued in the Mergers and such fractional share interests will not entitle the owner thereof to vote or to have any rights of

a stockholder of Pubco or a holder of shares of Pubco Common Shares. In respect of any such fractional shares to which any Company Stockholder

or USFM Shareholder would otherwise be entitled, such fractional shares shall be rounded down to the nearest whole number.

(d) No

Liability. Notwithstanding anything to the contrary in this Section 3.3, none of the Company, USFM, Pubco, the Merger

Subs, the Surviving Company, the Surviving Corporation nor any other Party shall be liable to any Person for any amount properly paid

to a public official pursuant to any applicable abandoned property, escheat or similar Law.

(e) Adjustments.

The Company Consideration Shares and the other Pubco Common Shares issuable pursuant to this Section 3.3 as Company Merger Consideration

or in exchange for shares of USFM Common Stock, respectively, shall be equitably adjusted to reflect appropriately the effect of any

stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into, or exercisable

or exchangeable for Pubco Common Stock), extraordinary cash dividends, reorganization, recapitalization, reclassification, combination,

exchange of shares or other like change with respect to the Pubco Common Stock occurring on or after the date hereof and prior to the

Closing; provided that (i) the foregoing shall not be construed to permit Pubco or USFM to take any action with respect to its securities

that is prohibited by the terms and conditions of this Agreement and (ii) after such adjustment, the aggregate number of Company Consideration

Shares shall not be greater than seven percent (7%) of the shares of Pubco Common Stock that are issued and outstanding on a fully diluted

basis immediately after the Closing.

Section 3.4 Governing

Documents.

(a) At

the First Effective Time and in accordance with the Certificate of Merger, the certificate of incorporation and bylaws of Merger Sub I,

each as in effect immediately prior to the First Effective Time, with appropriate updates to reflect the name of the Surviving Company,

shall become the certificate of incorporation and bylaws, respectively, of the Surviving Company, until thereafter amended in accordance

with the DGCL and as provided in such certificate of incorporation or bylaws, as applicable.

(b) At

the Second Effective Time and in accordance with the Statement of Merger, the articles of incorporation and bylaws of Merger Sub II, each

as in effect immediately prior to the Second Effective Time, with appropriate updates to reflect the name of the Surviving Corporation,

shall become the articles of incorporation and bylaws, respectively, of the Surviving Corporation, until thereafter amended in accordance

with the Colorado Act and as provided in such articles of incorporation or bylaws, as applicable.

Section 3.5 Directors

and Officers.

(a) The

Parties will take all actions necessary so that, at the First Effective Time, the directors and officers of the Company immediately prior

to the First Effective Time shall resign and cease to hold office, and the directors and officers of Merger Sub I immediately prior to

the First Effective Time shall become the initial directors and officers of the Surviving Company, each to hold office in accordance with

the certificate of incorporation and bylaws of the Surviving Company.

(b) The

Parties will take all actions necessary so that, at the Second Effective Time, the directors and officers of Merger Sub II immediately

prior to the Second Effective Time shall resign and cease to hold office, and the directors and officers of USFM immediately prior to

the Second Effective Time shall become the initial directors and officers of the Surviving Corporation, each to hold office in accordance

with the articles of incorporation and bylaws of the Surviving Corporation.

Section 3.6 Exchange

Procedures.

(a) Appointment

of Exchange Agent. Pubco, USFM and the Company shall appoint Odyssey Trust Company or another mutually agreeable bank or trust company,

to act as exchange agent (“Exchange Agent”) for the distribution of (i) the Company Merger Consideration to the Company

Stockholders, (ii) Pubco Common Shares to the USFM Shareholders, (iii) Pubco Warrants to the holders of PIPE Warrants and (iv) the USFM

Exchange Warrant to FG Merchant Partners, LP, as applicable, pursuant to this Section 3.6 and an exchange agent agreement in form

and substance mutually agreeable to Pubco, USFM and the Company (“Exchange Agent Agreement”).

(b) Delivery

of Consideration to Exchange Agent. (i) Immediately prior to the First Effective Time, Pubco will deliver or cause to be delivered

to the Exchange Agent a number of (A) Pubco Common Shares equal to the Company Merger Consideration in respect of the Company Common

Stock (other than Dissenting Shares) and (B) Pubco Warrants issuable to the holders of the Company Common Stock Warrants pursuant to

Section 3.3(a)(iii), and (ii) immediately prior to the Second Effective Time, Pubco will deliver or cause to be delivered to the

Exchange Agent (A) a number of Pubco Common Shares issuable to the holders of USFM Common Stock (including any additional Persons, if

any, who become holders of USFM Common Stock pursuant to the PIPE Investment, but excluding the USFM Dissenting Shares) immediately prior

to the Second Effective Time, (B) a number of Pubco Warrants issuable to the holders of PIPE Warrants, and (C) the USFM Exchange Warrant

issuable to FG Merchant Partners, LP (such Pubco Common Shares and Pubco Warrants, being hereinafter referred to as the “Exchange

Fund”). The Exchange Agent will be deemed to be the agent for the Company Security Holders and USFM Security Holders for the

purpose of receiving the Exchange Fund, and delivery of the applicable share of the Exchange Fund the Exchange Agent will be deemed to

be delivered to the Company Security Holders and USFM Security Holders at the First Effective Time and Second Effective Time, respectively.

Until they are distributed, the Pubco Common Shares held by the Exchange Agent will be deemed to be outstanding from and after the First

Effective Time, but the Exchange Agent will not vote those shares or exercise any rights of a stockholder with regard to such shares.

If any dividends or distributions are paid with regard to Pubco Common Shares while they are held by the Exchange Agent, the Exchange

Agent will hold the dividends or distributions, uninvested in a segregated account, until Pubco Common Shares, as applicable, are distributed

to the applicable former Company Stockholders or USFM Shareholders, at which time the Exchange Agent will distribute the dividends or

distributions that have been paid with regard to those Pubco Common Shares as applicable, to such former Company Stockholders or USFM

Shareholders.

of Transmittal and Delivery of Company Merger Consideration. As soon as reasonably practicable after the First Effective Time (but

in no event later than two (2) Business Days thereafter), Pubco shall cause the Exchange Agent to mail (and to make available for collection

by hand) to each holder of record of a Company Certificate or Company Book Entry Share representing shares of Company Common Stock (A) a

letter of transmittal (a “Letter of Transmittal”) in customary form as prepared by Pubco and reasonably acceptable

to the Company (which shall require the return of a duly completed IRS Form W-8 or W-9, as applicable, and specify, among other

things, that delivery shall be effected, and risk of loss and title to the Company Certificates or Company Book Entry Shares, as applicable,

shall pass, only upon proper delivery of the Company Certificates (or affidavits of loss in lieu thereof pursuant to Section 3.6(d))

or transfer of any Company Book Entry Shares to the Exchange Agent) and (B) instructions for use in effecting the surrender of the

Company Certificates or the transfer of Company Book Entry Shares in exchange for the applicable Company Merger Consideration into which

the number of shares of Company Common Stock previously represented by such Company Certificate or Company Book Entry Share shall have

been converted pursuant to this Agreement. Upon (A) surrender of a Company Certificate (or affidavit of loss in lieu thereof pursuant

to Section 3.6(d)) or transfer of any Company Book Entry Share representing shares of Company Common Stock to the Exchange Agent,

together with a properly completed and validly executed Letter of Transmittal or (B) receipt of an “agent’s message”

by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of transfer

of a Company Book Entry Share, and such other documents as may reasonably be required by the

Exchange Agent, the holder of such Company

Certificate or Company Book Entry Share representing shares of Company Common Stock shall be entitled to receive in exchange therefor

(i) the applicable Company Merger Consideration into which such shares of Company Common Stock shall have been converted pursuant

to this Agreement and (ii) certain dividends and distributions in accordance with this Section 3.6, if any, after the Exchange Agent’s

receipt of such Company Certificate (or affidavit of loss in lieu thereof pursuant to Section 3.6(d)) or “agent’s

message” or other evidence, and the Certificate (or affidavit of loss in lieu thereof pursuant to Section 3.6(d)) so

surrendered or the Company Book Entry Share so transferred, as applicable, shall be forthwith cancelled. The Exchange Agent shall accept

such Company Certificates (or affidavits of loss in lieu thereof pursuant to Section 3.6(d)) and Company Book Entry Shares upon compliance

with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with customary

exchange practices. Until surrendered or transferred as contemplated by this Section 3.6, each Company Certificate or Company

Book Entry Share representing shares of Company Common Stock shall be deemed, at any time after the First Effective Time to represent

only the right to receive, upon such surrender, the applicable Company Consideration Shares as contemplated by this Article III.

No interest shall be paid or accrued for the benefit of holders of the Company Certificates or Company Book Entry Shares on the Company

Merger Consideration payable upon the surrender of the Company Certificates or Company Book Entry Shares. No dividends or other distributions

declared or made after the First Effective Time with respect to Pubco Common Shares, as applicable, with a record date after the First

Effective Time shall be paid to any holder entitled by reason of the First Merger to receive certificates or Company Book Entry Shares

representing Pubco Common Shares, as applicable, until such holder shall have surrendered its Company Certificates or Company Book Entry

Share pursuant to this Section 3.6 and all such dividends and other distributions shall be paid by Pubco to the Exchange Agent

and shall be included in the Exchange Fund, in each case until the surrender of such Company Certificate (or affidavit of loss in lieu

thereof pursuant to Section 3.6(d)) in accordance with this Agreement. Subject to applicable Law, following surrender of any such

Company Certificate or Company Book Entry Shares, such holder shall be paid, in each case, without interest, (i) the amount of any

dividends or other distributions theretofore paid with respect to the Pubco Common Shares, as applicable, represented by the certificate

or Company Book Entry Shares received by such holder and having a record date on or after the First Effective Time and a payment date

prior to such surrender and (ii) at the appropriate payment date or as promptly as practicable thereafter, the amount of any dividends

or other distributions payable with respect to such Pubco Common Shares, as applicable, and having a record date on or after the First

Effective Time but prior to such surrender and a payment date on or after such surrender. In the event of a transfer of ownership of

shares of Company Common Stock that is not registered in the transfer records of the Company, it shall be a condition of payment that

any Company Certificate or Company Book Entry Share surrendered or transferred in accordance with the procedures set forth in this Section

3.6 shall be properly endorsed or shall be otherwise in proper form for transfer, and that the person requesting such payment shall

have paid any Taxes required by reason of the payment of the applicable Company Merger Consideration to a person other than the registered

holder of the Company Certificate surrendered, or Company Book Entry Share transferred, or shall have established to the reasonable satisfaction

of Pubco that such Tax either has been paid or is not applicable.

(d) Lost,

Stolen or Destroyed Company Certificates. In the event any Company Certificate has been lost, stolen or destroyed, upon the making

of an affidavit, in form and substance reasonably acceptable to Pubco, of that fact by the Person claiming such Company Certificate to

be lost, stolen or destroyed and, if required by Pubco or the Exchange Agent, the posting by such Person of a bond in reasonable amount

as Pubco or the Exchange Agent may direct, as indemnity against any claim that may be made against it or the Surviving Company related

to such Company Certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Company Certificate the Company

Merger Consideration and any unpaid dividends or other distributions that would be payable or deliverable in respect thereof under Section

3.6 had such lost, stolen or destroyed Company Certificate been surrendered as provided in this Article III.

(e) Delivery

of Pubco Warrants to Holders of Company Common Stock Warrants. Immediately after the First Effective Time, the Exchange Agent will,

pursuant to irrevocable instructions to be delivered to the Exchange Agent by Pubco, deliver the Pubco Warrants to each holder of Company

Common Stock Warrants pursuant to Section 3.3(a)(iii).

(f) Delivery

of Pubco Common Shares to USFM Shareholders. Immediately after the Second Effective Time, the Exchange Agent will, pursuant to irrevocable

instructions to be delivered to the Exchange Agent by Pubco, deliver shares of Pubco Common Stock to each holder of USFM Common Stock

pursuant to Section 3.3(b)(i).

(g) Delivery

of Pubco Warrants to Holders of PIPE Warrants. Immediately after the Second Effective Time, the Exchange Agent will, pursuant to

irrevocable instructions to be delivered to the Exchange Agent by Pubco, deliver the Pubco Warrants to holders of PIPE Warrants pursuant

to Section 3.3(b)(ii).

(h) Delivery

of USFM Exchange Warrant. Immediately after the Second Effective Time, the Exchange Agent will, pursuant to irrevocable instructions

to be delivered to the Exchange Agent by Pubco, deliver the USFM Exchange Warrant to FG Merchant Partners, LP pursuant to Section

3.3(b)(iii).

(i) Termination

of Exchange Agent Agreement. On the date that is twelve (12) months after the Closing Date, Pubco shall instruct the Exchange Agent

to deliver to Pubco any portion of the Exchange Fund deposited with the Exchange Agent that remains undistributed to the former Company

Security Holders or USFM Security Holders pursuant to instructions provided to the Exchange Agent by Pubco at such time, unless required

otherwise by applicable Law, and the Exchange Agent’s duties shall terminate. Thereafter, any former Company Security Holder or

USFM Security Holders who have not complied with the provisions of this Article III shall look only to Pubco for their claim for

their applicable share of the Exchange Fund and any dividends or distributions on shares of Pubco Common Shares as contemplated by Section

3.6, and any such former Company Security Holder may deliver a Letter of Transmittal to Pubco and (subject to applicable abandoned property,

escheat and similar Laws) receive in consideration therefor, and Pubco shall deliver, the applicable share of the Exchange Fund (and

any dividends or distributions on shares of Pubco Common Shares as contemplated by Section 3.6) deliverable in respect thereof

as determined in accordance with this Article III without any interest thereon. None of the Pubco, USFM, the Merger Subs, the Company

or the Exchange Agent shall be liable to any Person in respect of any portion of the Exchange Fund (or dividends or distributions with

respect thereto) delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar

Laws. Subject to applicable Law, notwithstanding any other provision of this Agreement, any portion of the Exchange Fund or the cash

to be paid in accordance with this Article III that remains undistributed to the former Company Security Holders or USFM Security

Holders as of immediately prior to the date on which the Exchange Fund would otherwise escheat to or become the property of any Governmental

Authority, shall, to the extent permitted by applicable Law, become the property of Pubco, free and clear of all claims or interest of

any Person previously entitled thereto.

Section 3.7 Dissenter’s

Rights.

(a) Notwithstanding

any other provisions of this Agreement to the contrary, any shares of Company Common Stock that are issued and outstanding immediately

prior to the First Effective Time and held by a Company Stockholder who has not voted in favor of approval of this Agreement (or consented

thereto in writing) and who has demanded the appraisal of such Company Common Stock in accordance with, and has complied in all respects

with, Section 262 of the DGCL (and has not theretofore withdrawn or otherwise waived, failed to exercise or otherwise lost such dissenter’s

rights) (such shares, collectively, the “Dissenting Shares”, each such holder, a “Dissenting Stockholder”,

and such statute, the “Dissenter’s Rights Statute”), shall not be converted into a right to receive the Company

Merger Consideration, but instead such Dissenting Stockholder shall be entitled only to such rights as are granted under the Dissenter’s

Rights Statute to receive the payment of the fair value of the Dissenting Shares formerly owned by such Dissenting Stockholder, as determined

in accordance with the Dissenter’s Rights Statute, but only if such Dissenting Stockholder has otherwise duly asserted, is entitled

to, and has not withdrawn, waived or otherwise lost, such Dissenting Stockholder’s dissenter’s rights in accordance with

the Dissenter’s Rights Statute. If a Dissenting Stockholder fails to exercise or demand, or withdraws, waives or otherwise loses,

such holder’s dissenter’s rights pursuant to the Dissenter’s Rights Statute, including if a court of competent jurisdiction

shall determine that such holder is not entitled to the relief provided by the Dissenter’s Rights Statute, such holder’s

Dissenting Shares shall be converted, or shall be deemed to have been converted, in each case effective as of the First Effective Time,

into the right to receive the Company Merger Consideration in accordance with Section 3.3(a)(i), without interest thereon, upon

surrender of the Company Certificate or Company Book Entry Share formerly representing such Dissenting Shares, as applicable, and delivery

of the Letter of Transmittal.

(b) Notwithstanding

any other provisions of this Agreement to the contrary, any shares of USFM Common Stock that are issued and outstanding immediately prior

to the Second Effective Time and held by a USFM Shareholder who (i) if the approval of this Agreement and the Second Merger was submitted

to a vote at a meeting of the USFM Shareholders, delivered to USFM, before the vote was taken, written notice of such USFM Shareholder’s

intent to demand payment if the Second Merger is effectuated, and did not vote, or cause or permit to be voted, any such shares in favor

of approval of this Agreement and the Second Merger, or (ii) if this Agreement and the Second Merger were approved by less than unanimous

written consent, did not execute a consent in favor of approval of this Agreement and the Second Merger with respect to such shares,

and who is entitled to, and has properly asserted and perfected, appraisal rights with respect to such shares in accordance with, and

has complied in all respects with, Article 113 of the Colorado Act, including by signing and timely returning the appraisal form delivered

by USFM (or the Surviving Corporation) pursuant to the Colorado Act and, has not theretofore withdrawn from the

appraisal process or

otherwise waived, failed to perfect or otherwise lost such appraisal rights) (such shares, collectively, the “USFM Dissenting

Shares”, and each such holder, a “USFM Dissenting Shareholder”), shall not be converted into a right to

receive Pubco Common Shares pursuant to Section 3.3(b)(i), but instead such USFM Dissenting Shareholder shall be entitled only

to such rights as are granted under Article 113 of the Colorado Act to receive payment of the fair value of the USFM Dissenting Shares

formerly owned by such USFM Dissenting Shareholder, plus interest, as determined in accordance with Article 113 of the Colorado Act,

but only if such USFM Dissenting Shareholder has otherwise duly asserted, is entitled to, and has not withdrawn, waived or otherwise

lost, such USFM Dissenting Shareholder’s appraisal rights in accordance with Article 113 of the Colorado Act. Each USFM Dissenting

Shareholder shall have no rights as a shareholder of USFM or the Surviving Corporation with respect to such USFM Dissenting Shares, except

as provided under Article 113 of the Colorado Act. Any payment made by USFM or the Surviving Corporation to a USFM Dissenting Shareholder

shall be applied against, and credited toward, the amounts owed to such USFM Dissenting Shareholder under Article 113 of the Colorado

Act. If a USFM Dissenting Shareholder fails to deliver the notice of intent to demand payment, fails to sign and return the appraisal

form, or withdraws from the appraisal process, waives or otherwise loses such holder’s appraisal rights pursuant to Article 113

of the Colorado Act, or if appraisal rights are determined not to be available with respect to such shares, including if a court of competent

jurisdiction shall determine that such holder is not entitled to the relief, such holder’s USFM Dissenting Shares shall be converted,

or shall be deemed to have been converted, in each case effective as of the Second Effective Time, into the right to receive Pubco Common

Shares in accordance with Section 3.3(b)(i), without interest thereon.

Section 3.8 Withholding.

Pubco, the Company, USFM, the Merger Subs, the Exchange Agent, and any other applicable withholding agent shall be entitled to deduct

and withhold, or cause to be deducted and withheld, from the consideration otherwise payable pursuant to this Agreement such amounts

as are required to be deducted and withheld under applicable Law. To the extent that any amounts are to be withheld, the applicable withholding

agent shall use commercially reasonable efforts to provide notice to the applicable holder as soon as practicable prior to the day the

relevant withholding is to be made, and all Parties agree to use commercially reasonable efforts to cooperate to reduce or eliminate

any such withholding. To the extent that amounts are so deducted and withheld, and timely paid or otherwise remitted to the relevant

Governmental Authority in accordance with applicable Tax Law, such deducted, withheld, and remitted amounts shall be treated for all

purposes of this Agreement as having been paid to the Person in respect of which such deduction, withholding and remittance was made.

Article

REPRESENTATIONS AND WARRANTIES OF THE

COMPANY ENTITIES

Except (a) as set forth in the

disclosure letter delivered to USFM by the Company on the date of this Agreement (the “Company Disclosure Letter”)

(each section of which, subject to Section 11.7, qualifies the correspondingly numbered and lettered representations in this Article

IV) and (b) as disclosed in the SEC Reports filed or furnished with the SEC (and publicly available) at least two (2) Business Days

prior to the date of this Agreement (to the extent the qualifying nature of such disclosure is readily apparent from the content of such

SEC Reports and applies to the Company or its Subsidiaries), excluding disclosures referred to in “Forward-Looking Statements,”

“Risk Factors” and any other disclosures therein to the extent they are of a predictive or cautionary nature or related to

forward-looking statements, the Company Entities hereby represent and warrant to USFM, as follows:

Section 4.1 Company

Organization. Except as set forth on Section 4.1 of the Company Disclosure Letter, the Company is a corporation duly

incorporated, validly existing and in good standing under the Laws of the State of Delaware and has the requisite corporate power and

authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being conducted. The Governing

Documents of the Company, as amended on or prior to the date of this Agreement and as available on the SEC’s Electronic Data Gathering,

Analysis and Retrieval (“EDGAR”) database, or previously made available by or on behalf of the Company to USFM, are

true, correct and complete and are in full force and effect. The Company is not in violation of any of the provisions of its Governing

Documents in any material respect. The Company is duly licensed or qualified and in good standing as a foreign or extra-provincial corporation

(or other entity, if applicable) in each jurisdiction in which its ownership of property or the character of its activities is such as

to require it to be so licensed or qualified or in good standing, as applicable, except where the failure to be so licensed or qualified

or in good standing would not be expected to have, individually or in the aggregate, a Company Material Adverse Effect.

Section 4.2 Subsidiaries.

A complete list of each Subsidiary of the Company and its jurisdiction of incorporation, formation or organization, as applicable, is

set forth on Section 4.2 of the Company Disclosure Letter. The Subsidiaries of the Company have been duly incorporated, formed

or organized, validly existing and in good standing under the Laws of their jurisdiction of incorporation or organization and have the

requisite power and authority to own, lease or operate all of their respective properties and assets and to conduct their respective

businesses as they are now being conducted. Each Subsidiary of the Company is duly licensed or qualified and in good standing as a foreign

or extra-provincial corporation (or other entity, if applicable) in each jurisdiction in which its ownership of property or the character

of its activities is such as to require it to be so licensed or qualified or in good standing, as applicable, except where the failure

to be so licensed or qualified or in good standing would not have, or would not reasonably be expected to have, individually or in the

aggregate, a Company Material Adverse Effect. Other than the Subsidiaries set forth on Section 4.2 of the Company Disclosure Letter,

there are no other Persons in which the Company directly or indirectly owns, of record or beneficially, any direct or indirect capital

stock or other equity interest or any right (contingent or otherwise) to acquire the same, nor is the Company directly or indirectly

a member of or participant in any partnership, joint venture or similar arrangement. True, correct and complete copies of the Governing

Documents of the Company’s Subsidiaries, in each case, as amended to the date of this Agreement, have been previously made available

to USFM by or on behalf of the Company. No Subsidiary of the Company is in violation of any of the provisions of its Governing Documents

in any material respect.

Section 4.3 Due

Authorization.

(a) Other

than the Company Stockholder Approval, the Company has all requisite corporate power and authority to execute and deliver this Agreement

and the Ancillary Agreements to which it is a party and (subject to the approvals described in Section 4.5) to consummate the

transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery

of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation of the transactions contemplated

hereby and thereby (i) have been duly and validly authorized by the Company Board, Pubco Board, Merger Sub I Board, and Merger Sub II

Board, (ii) other than the Company Stockholder Approval, no other corporate proceedings (including any vote of holders of any class or

series of securities of the Company), other than as set forth elsewhere in this Agreement is necessary to authorize this Agreement and

the Ancillary Agreements to which the Company is a party or to consummate the transactions contemplated hereby or thereby, and (iii)

solely with respect to the Pubco Board, authorizing the issuance of the Company Consideration Shares in connection with the First

Merger and the Pubco Common Shares in connection with the Second Merger. This Agreement has been and, on or prior to the Closing, the

Ancillary Agreements to which a Company Entity is a party contemplated hereby will be, duly and validly executed and delivered by such

Company Entity, and, assuming this Agreement constitutes a legal, valid and binding obligation of the other Parties, this Agreement constitutes

and on or prior to the Closing, the Ancillary Agreements to which such Company Entity is a party will constitute, legal, valid and binding

obligations of such Company Entity, enforceable against such Company Entity in accordance with their terms, subject to applicable bankruptcy,

insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject,

as to enforceability, to general principles of equity.

Section 4.4 No

Conflict. Subject to the receipt of the consents, approvals, authorizations and other requirements set forth in Section

4.5 and the Company Stockholder Approval and except as set forth on Section 4.4 of the Company Disclosure Letter, the execution

and delivery by the Company of this Agreement and the Ancillary Agreements to which any Company Entity is a party and the consummation

of the transactions contemplated hereby and thereby do not and will not (a) violate or conflict with any provision of, or result

in the breach of, or default under the Governing Documents of any Company Entity, (b) violate or conflict with any provision of,

or result in the breach of, or default under any applicable Law or Governmental Order applicable to the Company Entities or by which

any property or asset of the Company Entities is bound or affected, (c) violate or conflict with any provision of, or result in

the breach of, result in the loss of any right or benefit, or cause acceleration, or constitute (with or without due notice or lapse

of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any Contract of the type described

in Section 4.12(a) to which any Company Entity is a party or by which any Company Entity may be bound, or terminate or result

in the termination of any such foregoing Contract or (d) result in the creation of any Lien (other than Permitted Liens) upon any

of the properties or assets of any Company Entity, except, in the case of clauses (b) through (d), to the extent that the occurrence

of the foregoing would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse

Effect.

Section 4.5 Governmental

Authorities; Consents. Except as set forth in Section 4.5 of the Company Disclosure Letter, assuming the truth and

completeness of the representations and warranties of USFM contained in this Agreement, no franchise, grant, authorization, license,

permit, consent, certificate, approval, order, waiver, or authorization of, or designation, declaration or filing with, or notification

to, any Governmental Authority (each, a “Governmental Authorization”) is required on the part of the Company Entities

with respect to the Company’s execution or delivery of this Agreement or the consummation by the Company of the transactions contemplated

hereby, except for (i) any applicable requirements of the HSR Act; (ii) applicable requirements, if any, of the Securities

Act, the Exchange Act or blue sky laws, and the rules and regulations thereunder, and appropriate documents received from or filed with

the relevant authorities of other jurisdictions in which the Company is licensed or qualified to do business; and (iii) the filings

with the Delaware Secretary of State contemplated by Section 3.1(a).

Section 4.6 Capitalization.

(a) As

of the date hereof, the Company’s authorized capital stock consists of 23,513,514 shares, divided into 13,513,514 shares of Company

Common Stock and 10,000,000 shares of Company Preferred Stock. As of the close of business on the date of this Agreement, (i) 583,974

shares of Company Common Stock were issued and outstanding, (ii) zero (0) shares of Company Preferred Stock were issued or outstanding,

(iii) zero (0) shares of Company Common Stock are available for issuance under the Company’s Amended and Restated 2021 Stock Incentive

Plan, as amended, and (iv) Company Common Stock Warrants to purchase 7,726 shares of Company Common Stock at exercise prices per share

ranging from $17.575 to $3,781.40 were issued and outstanding. Except as set forth on Section 4.6(a) of the Company Disclosure

Letter, the equity interests of the Company (w) have been duly authorized and validly issued, and are fully paid and non-assessable;

(x) have been offered, sold and issued in compliance with applicable Law and all requirements set forth in (A) the Governing Documents

of the Company, and (B) any other applicable Contracts governing the issuance of such securities; (y) are not subject to, nor have they

been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar

right under any provision of any applicable Law, the Governing Documents of the Company or any Contract to which the Company is a party

or otherwise bound; and (z) are free and clear of any Liens other than Permitted Liens, those imposed under the Company’s Governing

Documents and those arising under applicable securities Laws.

(b) Except

as set forth on Section 4.6(b) of the Company Disclosure Letter, there are no outstanding subscriptions, options, phantom units,

incentive units, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any equity security

of the Company, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual or

by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury shares

or other equity interests, or for the repurchase or redemption of shares or other equity interests of the Company or the value of which

is determined by reference to equity interests of the Company (collectively, “Company Awards”), and there are no voting

trusts, registration rights, proxies or agreements of any kind which may obligate the Company to issue, purchase, register for sale,

redeem or otherwise acquire any of its capital stock. Section 4.6(b) of the Company Disclosure Letter lists all outstanding Company

Awards as of the date hereof, including (i) the employee identification number of the holder thereof, (ii) the type of award and number

of Company Common Stock related thereto and (iii) the date of grant and vesting schedule.

as set forth in this Section 4.6(c) of the Company Disclosure Letter, no Company Award, as a result of the consummation of the

transactions contemplated herein, will accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility

or otherwise).

Section 4.7 Capitalization

of Subsidiaries.

(a) Except

as set forth on Section 4.7(a) of the Company Disclosure Letter, the Company directly or indirectly owns of record and beneficially

all the issued and outstanding shares of capital stock or equity interests of such Subsidiaries free and clear of any Liens other than

Permitted Liens, Liens imposed by the Governing Documents of such Subsidiary and Liens arising under applicable securities Laws. The

outstanding equity interests of each of the Company’s Subsidiaries (i) have been duly authorized and validly issued, and are fully

paid and non-assessable; (ii) have been offered, sold and issued in compliance with applicable Law and all requirements set forth in

(A) the Governing Documents of each such Subsidiary, and (B) any other applicable Contracts governing the issuance of such securities;

and (iii) have not been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription

right or any similar right under any provision of any applicable Law, the Governing Documents of each such Subsidiary or any Contract

to which each such Subsidiary is a party or otherwise bound.

(b) Except

as set forth on Section 4.7(b) of the Company Disclosure Letter, there are no outstanding subscriptions, options, phantom units,

incentive units, warrants, rights or other securities (including debt securities) exercisable or exchangeable for any capital stock of

such Subsidiaries, any other commitments, calls, conversion rights, rights of exchange or privilege (whether pre-emptive, contractual

or by matter of Law), plans or other agreements of any character providing for the issuance of additional shares, the sale of treasury

shares or other equity interests, or for the repurchase or redemption of shares or other equity interests of such Subsidiaries or the

value of which is determined by reference to shares or other equity interests of the Subsidiaries (collectively, “Subsidiary Awards”),

and there are no voting trusts, registration rights, proxies or agreements of any kind which may obligate any Subsidiary of the Company

to issue, purchase, register for sale, redeem or otherwise acquire any of its capital stock.

as set forth in this Section 4.7(c) of the Company Disclosure Letter, no Subsidiary Award, as a result of the consummation of

the transactions contemplated herein, will accelerate or otherwise become triggered (whether as to vesting, exercisability, convertibility

or otherwise). Section 4.7(c) of the Company Disclosure Letter lists all outstanding Subsidiary Awards as of the date hereof,

including (i) the employee identification number of the holder thereof, (ii) the type of award and number of Subsidiary capital stock

related thereto and (iii) the date of grant and vesting schedule.

(d) As

of the date of this Agreement, the authorized capital stock of Pubco consists of 1,000 Pubco Common Shares. As of the date of this Agreement,

1,000 Pubco Common Shares are issued and outstanding. All outstanding shares of Pubco Common Stock have been duly authorized, validly

issued, fully paid and are non-assessable and are not subject to any outstanding options, warrants, Contracts, calls, puts, rights to

subscribe, conversion rights or other similar rights providing for the offer, issuance, redemption, exchange, conversion, voting, transfer,

disposition or acquisition of any equity securities of Pubco.

(e) Except

as set forth in Section 4.7(e) of the Company Disclosure Letter, there is no outstanding Indebtedness of Pubco and there are no

outstanding Contracts of Pubco to repurchase, redeem or otherwise acquire any Pubco Common Stock.

(f) The

Company Consideration Shares when issued in accordance with the terms hereof, shall be duly authorized and validly issued, fully paid

and non-assessable and issued in compliance with all applicable state and federal securities Laws and not subject to, and not issued in

violation of, any Lien, purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right

under any provision of applicable Law, Pubco’s Governing Documents, or any Contract to which Pubco is a party or otherwise bound,

and shall not be subject to any Lien other than those set forth in the Ancillary Agreements and the Governing Documents of Pubco and those

arising under applicable securities Laws.

(g) As

of the date of this Agreement, the authorized capital stock of Merger Sub I consists of 1,000 shares of Merger Sub I Common Stock. As

of the date of this Agreement, 1,000 shares of Merger Sub I Common Stock are issued and outstanding. All outstanding shares of Merger

Sub I Common Stock have been duly authorized, validly issued, fully paid and are non-assessable and are not subject to any outstanding

options, warrants, Contracts, calls, puts, rights to subscribe, conversion rights or other similar rights providing for the offer, issuance,

redemption, exchange, conversion, voting, transfer, disposition or acquisition of any equity securities of Merger Sub I.

(h) As

of the date of this Agreement, the authorized capital stock of Merger Sub II consists of 1,000 shares of Merger Sub II Common Stock. As

of the date of this Agreement, 1,000 shares of Merger Sub II Common Stock are issued and outstanding. All outstanding shares of Merger

Sub II Common Stock have been duly authorized, validly issued, fully paid and are non-assessable and are not subject to any outstanding

options, warrants, Contracts, calls, puts, rights to subscribe, conversion rights or other similar rights providing for the offer, issuance,

redemption, exchange, conversion, voting, transfer, disposition or acquisition of any equity securities of Merger Sub II.

(i) Pubco

does not own or control, directly or indirectly, any interest in any Person, other than Merger Sub I and Merger Sub II. No Merger Sub

owns or controls, directly or indirectly, any interest in any Person.

Section 4.8 SEC

Filings; Company Financials; Internal Controls.

(a) Since

January 1, 2022, the Company has filed all forms, reports, schedules, statements, registration statements, prospectuses and other documents

required to be filed or furnished by the Company with the SEC under the Securities Act and the Exchange Act, together with any amendments,

restatements or supplements thereto (collectively, the “SEC Reports”) as they may have been supplemented, modified

or amended since the initial filing date and together with all exhibits and information incorporated by reference in such documents,

and will file all such forms, reports, schedules, statements and other documents required to be filed subsequent to the date of this

Agreement and prior to the Closing. Except to the extent available on the SEC’s web site through EDGAR, the Company has delivered

to USFM or made available copies in the form filed with the SEC of all of the following: (i) the Company’s quarterly reports on

Form 10-Q for each fiscal quarter since its initial public offering to disclose its quarterly financial results in each of the fiscal

years of the Company, (ii) the Company’s annual reports on Form 10-K for each fiscal year since its initial public offering to

disclose its annual financial results in each of the fiscal years of the Company and (iii) all other forms, reports, registration statements,

prospectuses and

other documents (other than preliminary materials) filed by the Company with the SEC. The SEC Reports (x) were prepared in all material

respects in accordance with the requirements of the Securities Act and the Exchange Act, as the case may be, and the rules and regulations

thereunder and (y) except for the matters described on Section 4.8(a)(y) of the Company Disclosure Letter, did not, as of their respective

effective dates (in the case of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act)

and at the time they were filed with the SEC (in the case of all other SEC Reports) contain any untrue statement of a material fact or

omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of

the circumstances under which they were made, not misleading. As used in this Section 4.8, the term “file” shall be

broadly construed to include any manner permitted by SEC rules and regulations in which a document or information is furnished, supplied

or otherwise made available to the SEC.

(b) (i)

the Company Common Stock, ticker “VEEE”, is listed on Nasdaq, (ii) except as set forth in Section 4.8(b) of the Company Disclosure

Letter, the Company has not received any written deficiency notice from Nasdaq relating to the continued listing requirements of the

Company Common Stock, (iii) there are no Legal Proceedings pending or, to the knowledge of the Company, threatened against the Company

by the Financial Industry Regulatory Authority with respect to any intention by such entity to suspend, prohibit or terminate the quoting

of the Company Common Stock on Nasdaq, and (iv) except as described in Section 4.8(b) of the Company Disclosure Letter, the Company

Common Stock is in compliance with all of the applicable listing and corporate governance rules and regulations of Nasdaq.

financial statements (including the notes thereto) of the Company contained or incorporated by reference in the SEC Reports (the “Company

Financials”):

(i) fairly

present in all material respects the consolidated financial position of the Company Entities, as at the respective dates thereof, and

their consolidated results of operations, consolidated income, consolidated changes in shareholders’ equity and consolidated cash

flows for the respective periods then ended;

(ii) were

prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be disclosed in the footnote

disclosures thereto) and except that the Company Financials do not include normal year-end adjustments;

(iii) were

prepared from, and are in accordance with, in all material respects, the books and records of the Company;

(iv) the

Company’s audited financial statements for the years ended December 31, 2024 and 2025, were audited in accordance with the standards

of the Public Company Accounting Oversight Board; and

(v) comply

in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and

the Securities Act applicable to the Company in effect as of the respective dates thereof.

(d) Except

as and to the extent reflected or reserved against in the balance sheet of the Company dated December 31, 2025, included in the Company

Financials, the Company has not incurred any liabilities or obligations of the type required to be reflected on a balance sheet in accordance

with GAAP, other than liabilities that have been incurred since the Company’s incorporation in the ordinary course of business.

The Company does not maintain any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K of the

Securities Act.

(e) Except

as reflected in the SEC Reports, neither the Company nor the Company’s independent auditors has identified any (i) “significant

deficiency” in the internal controls over financial reporting of the Company, (ii) “material weakness” in the internal

controls over financial reporting of the Company, (iii) fraud that involves management or other employees of the Company who have a role

in the internal controls over financial reporting of the Company or (iv) any written claim or allegation regarding any of the foregoing.

(f) Except

as not required in reliance on exemptions from various reporting requirements by virtue of the Company’s status as an “emerging

growth company” within the meaning of the Securities Act, as modified by the JOBS Act and other than as reflected in the SEC Reports,

(i) the Company has established and maintained a system of internal controls over financial reporting (as defined in Rule 13a-15 and Rule

15d-15 under the Exchange Act) sufficient to provide reasonable assurance regarding the reliability of the Company’s financial reporting

and the preparation of the Company’s financial statements for external purposes in accordance with GAAP, and (ii) the Company has

established and maintained disclosure controls and procedures (as defined in Rule 13a-15 and Rule 15d-15 under the Exchange Act) designed

to ensure that material information relating to the Company is made known to the Company’s principal executive officer and principal

financial officer by others within the Company, including during the periods in which the periodic reports required under the Exchange

Act are being prepared.

(g) There

are no outstanding loans or other extensions of credit made by the Company to any executive officer (as defined in Rule 3b-7 under the

Exchange Act) or director of the Company. The Company has not taken any action prohibited by Section 402 of the Sarbanes-Oxley Act.

(h) To

the knowledge of the Company, as of the date hereof, there are no outstanding SEC comments from the SEC with respect to the SEC Reports.

To the knowledge of the Company, none of the SEC Reports filed on or prior to the date hereof is subject to ongoing SEC review or investigation

as of the date hereof.

Section 4.9 Undisclosed

Liabilities. Except as set forth on Section 4.9 of the Company Disclosure Letter, there is no other liability, debt

(including Indebtedness) or obligation of, or claim or judgment against, the Company or any Company Entity (whether direct or indirect,

absolute or contingent, accrued or unaccrued, known or unknown, liquidated or unliquidated, or due or to become due), except for liabilities,

debts, obligations, claims or judgments (a) reflected or reserved for on the Company Financials or disclosed in the notes thereto,

(b) that have arisen since December 31, 2025 in the ordinary course of business, consistent with past practice, of the Company Entities,

(c) arising in connection with the transactions contemplated herein, or (d) that would not, individually or in the aggregate, reasonably

be expected to be material to the Company Entities, taken as a whole.

Section 4.10 Litigation

and Proceedings. Except as set forth on Section 4.10 of the Company Disclosure Letter, (a) there are no pending

or, to the knowledge of the Company, threatened, lawsuits, actions, suits, judgments, claims, arbitration or any other proceedings (including

any audit, examination, assessment, investigation or inquiry or request for information initiated, pending or threatened by any Governmental

Authority), or other proceedings at law or in equity (collectively, “Legal Proceedings”), against any Company Entity

or its properties or assets and (b) there is no outstanding Governmental Order imposed upon any Company Entity, nor are any properties

or assets of the Company Entities’ businesses bound or subject to any Governmental Order, except, in each case, as would not, individually

or in the aggregate, reasonably be expected to be material to the Company Entities, taken as a whole.

Section 4.11 Compliance

with Laws.

(a) Except

as set forth on Section 4.11(a) of the Company Disclosure Letter, each Company Entity is in material compliance with all applicable

Laws.

(b) No

Company Entity has received any written notice or any allegation of a material violation or potential material violation of any Laws.

event has occurred which, with or without the giving of notice, lapse of time or both, would constitute a default or violation by any

Company Entity under any applicable Law, in each case, as would, individually or in the aggregate, reasonably be expected to be material

to the Company Entities, taken as a whole.

Section 4.12 Contracts;

No Defaults.

(a) Section

4.12(a) of the Company Disclosure Letter sets forth a true, correct and complete list of each Company Material Contract (as defined

below) that is in effect as of the date of this Agreement. For purposes of this Agreement, “Company Material Contract”

means the following Contracts with a Company Entity (or which a Company Entity is otherwise bound), whether or not listed on the Company

Disclosure Letter. True, correct and complete copies of the Company Material Contracts listed on Section 4.12(a) of the Company

Disclosure Letter have previously been delivered to or made available to the USFM or its agents or representatives:

(i) contains

covenants that limit in any material respect the ability of any Company Entity (A) to compete in any line of business or with any

Person or in any geographic area or to sell, or provide any service or product or solicit any Person, including any non-competition covenants,

employee and customer non-solicit covenants, exclusivity restrictions, rights of first refusal or most-favored pricing clauses or (B) to

purchase or acquire an interest in any other Person;

(ii) involves

any joint venture, profit-sharing, partnership, limited liability company or other similar agreement or arrangement relating to the formation,

creation, operation, management or control of any partnership or joint venture;

(iii) involves

any exchange traded, over the counter or other swap, cap, floor, collar, futures contract, forward contract, option or other derivative

financial instrument or Contract, based on any commodity, security, instrument, asset, rate or index of any kind or nature whatsoever,

whether tangible or intangible, including currencies, interest rates, foreign currency and indices;

(iv) evidences

Indebtedness (whether incurred, assumed, guaranteed or secured by any asset) of any Company Entity having an outstanding principal amount

in excess of $500,000;

(v) involves

the acquisition or disposition, directly or indirectly (by merger or otherwise) (other than in the ordinary course of business consistent

with past practice) of shares or other equity interests of any Company Entity or another Person;

(vi) relates

to any merger, consolidation or other business combination with any other Person or the acquisition or disposition of any other entity

or its business or material assets or the sale of any Company Entity, its business or material assets;

(vii) by

its terms, individually or together with all other Contracts between the Company Entities, on the one hand, and such counterparty (or

its affiliates), on the other hand, calls for aggregate payments or receipts by the Company Entities under such Contract or Contracts

of at least $500,000 for calendar year 2025 and/or for calendar year 2026;

(viii) is

between any Company Entity, on the one hand, and any directors, officers or employees of a Company Entity, on the other hand;

(ix) is

with any current or former employee, officer, director, manager, independent contractor or consultant of a Company Entity, including Contracts

providing for any settlement, severance or change-of-control payments in connection with the consummation of the transactions contemplated

by this Agreement;

(x) is

for or relating to (i) the employment or engagement by the Company Entities of any director, manager, officer, employee, consultant or

contractor or any other type of Contract with any director, manager, officer, employee, consultant or contractor of the Company Entities

that is not immediately terminable at will by it without cost or other Liability (including any Contract requiring any Company Entity

to make a payment to any current or former director, manager, officer, employee, consultant or contractor on account of any transaction

contemplated by this Agreement), (ii) termination of services of any director, manager, officer, employee, consultant or contractor (including

any separation, release or similar Contract) pursuant to which the Company Entities have outstanding obligations to such director, manager,

officer, employee, consultant or contractor, or (iii) change in control, retention or payments or benefits that will or may become accelerated

or due to any current or former employee, officer, consultant or contractor in connection with the consummation of the transactions contemplated

by this Agreement (either alone or in combination with any other event);

(xi) any

Contract with any labor union or any collective bargaining agreement or similar Contract with or regarding any Company Entity employees;

(xii) obligates

the Company Entities to make any capital commitment or expenditure in excess of $500,000 (including pursuant to any joint venture);

(xiii) relates

to a settlement under which any Company Entity has outstanding obligations (other than customary confidentiality and release obligations);

(xiv) relates

to the development, ownership, licensing or use of any material Intellectual Property by, to or from any Company Entity, other than (a) standard

Company Entity form employment agreements, bonus agreements, offer letters, awards of incentive, phantom or other equity by Company, (b) non-exclusive

licenses granted to customers in the ordinary course of business, and (c) Off-the-Shelf Software;

(xv) is

with a Governmental Authority;

(xvi) any

Contracts under which any Company Entity has agreed to purchase goods or services from a vendor, supplier or other Person on a preferred

supplier or “most favored supplier” basis or which otherwise establishes any exclusive sale or distribution obligation

with respect to any product or geographic area;

(xvii) is

a Company Real Property Lease; and

(xviii) any

outstanding written commitment to enter into any Contract of the type described in the foregoing subsections (i) through (xvii) of this

Section 4.12(a).

(b) Except

as set forth in Section 4.12(b) of the Company Disclosure Letter and except for any Company Material Contract that will terminate

upon the expiration of the stated term thereof prior to the Closing Date, all of the Company Material Contracts listed pursuant to Section

4.12(a) in the Company Disclosure Letter are (i) in full force and effect and (ii) represent the legal, valid and binding

obligations of the Company Entity party thereto and, to the knowledge of the Company, represent the legal, valid and binding obligations

of the counterparties thereto, except, in each case to the extent that any consents set forth in Section 4.4 and Section 4.5

of the Company Disclosure Letter are not obtained.

Company Entities have performed in all material respects all respective obligations required to be performed by them to date under such

Company Material Contracts listed pursuant to Section 4.12(a) and none of the Company Entities, nor, to the knowledge of the Company,

any other party thereto is in breach of or default under any such Company Material Contract and to the knowledge of the Company, no event

has occurred which individually or together with other events, would reasonably be expected to result in a breach of or a default under

any such Company Material Contract by the Company Entities or, to the knowledge of the Company, any other party thereto (in each case,

with or without notice or lapse of time or both).

Section 4.13 Company

Benefit Plans.

(a) Section

4.13 of the Company Disclosure Letter is a true and complete list of each Company Benefit Plan of each Company Entity. For purposes

of this Agreement, “Company Benefit Plan” means each “employee benefit plan,” as defined in Section 3(3)

of ERISA, whether or not written and whether or not subject to ERISA, and each other retirement, compensation, employment (other than

any employment offer letter in such form as previously provided to USFM that is terminable “at will” without any contractual

obligation on the part of the Company Entities to make any severance, termination, change of control, or similar payment),

consulting,

profit-sharing, deferred compensation, incentive, bonus, equity or equity-based, change in control, retention, severance, salary continuation,

health and welfare, death, disability, insurance, paid time off, vacation or holiday pay, sick leave, fringe, retiree or other employee

benefits or other remuneration agreement, plan, policy, program, practice, Contract or arrangement, whether or not written or funded

or unfunded, that is or has ever been in effect and covering or for the benefit of one or more current or former employees, officers,

directors, managers, independent contractors or consultants of the Company Entities and (i) is or was established, maintained, sponsored

or contributed to by any Company Entity or (ii) under which any Company Entity is a party or has or may have any Liability. No Company

Entity is or has in the past six (6) years been a member of a “controlled group” for purposes of Section 414(b), (c),

(m) or (o) of the Code with any entity other than the Company Entities themselves.

(b) Each

Company Benefit Plan is and during the past six (6) years has been operated in compliance with all applicable Laws in all material respects,

including ERISA and the Code. Each Company Benefit Plan which is intended to be “qualified” within the meaning of Section 401(a)

of the Code (i) has been determined by the IRS to be so qualified (or is based on a IRS approved plan which has received a favorable

opinion letter) during the period from its adoption to the date of this Agreement and (ii) its related trust has been determined

to be exempt from taxation under Section 501(a) of the Code or uses a form of trust agreement that is compatible with the plan’s

IRS preapproved plan documents. To the Company’s knowledge, no fact exists which could adversely affect the qualified status of

such Company Benefit Plans or the exempt status of such trusts.

respect to each Company Benefit Plan which covers any current or former officer, director, consultant or employee (or beneficiary thereof)

of a Company Entity, the Company has provided to USFM accurate and complete copies, if applicable, of: (i) all executed plan documents

and related trust agreements or annuity Contracts (including any amendments, modifications or supplements thereto); (ii) all summary

plan descriptions and material modifications thereto; (iii) the three (3) most recent Forms 5500, if applicable, including all

schedules thereto; (iv) the most recent annual and periodic accounting of plan assets; (v) the three (3) most recent nondiscrimination

testing reports; (vi) the most recent determination letter received from the IRS, if any; (vii) the most recent actuarial valuation;

and (viii) all material communications with any Governmental Authority since January 1, 2022.

(d) With

respect to each Company Benefit Plan: (i) no breach of fiduciary duty has occurred; (ii) no Legal Proceeding is pending, or

to the Company’s knowledge, threatened (other than routine claims for benefits arising in the ordinary course of administration);

(iii) no prohibited transaction, as defined in Section 406 of ERISA or Section 4975 of the Code, has occurred, excluding

transactions effected pursuant to a statutory or administration exemption; and (iv) all contributions and premiums due through the

Closing Date have been made in all material respects as required under ERISA or have been fully accrued in all material respects on the

Company financial statements.

(e) Except

as set forth in Section 4.13(e) of the Company Disclosure Letter, no Company Benefit Plan is a “defined benefit plan”

(as defined in Section 414(j) of the Code), a “multiemployer plan” (as defined in Section 3(37) of ERISA) or a

“multiple employer plan” (as described in Section 413(c) of the Code) or is otherwise subject to Title IV of ERISA

or Section 412 of the Code, and no Company Entity has incurred any Liability or otherwise could have any Liability, contingent or

otherwise, under Title IV of ERISA and no condition presently exists that is reasonably expected to cause such Liability to be incurred.

No Company Entity currently maintains or has in the past three (3) years maintained or is required currently or has ever been required

to contribute to or otherwise participate in, a multiple employer welfare arrangement or voluntary employees’ beneficiary association

as defined in Section 501(c)(9) of the Code.

(f) No

arrangement exists pursuant to which a Company Entity will be required to “gross up” or otherwise compensate any person because

of the imposition of any excise tax on a payment to such person.

(g) Each

Company Entity has during the past six (6) years complied in all material respects with the provisions of Section 601 et seq. of

ERISA and Section 4980B of the Code (“COBRA”).

(h) Except

as set forth in Section 4.13(h) of the Company Disclosure Letter, the consummation of the transactions contemplated by this Agreement

and the Ancillary Agreements will not (either alone or in combination with another event, contingent or otherwise): (i) entitle

any individual to severance pay, unemployment compensation or other benefits or compensation; (ii) accelerate the time of payment

or vesting, or increase the amount of any compensation due, or in respect of, any individual; or (iii) result in or satisfy a condition

to the payment of compensation that would, in combination with any other payment, result in an “excess parachute payment”

within the meaning of Section 280G of the Code.

(i) Except

to the extent required by COBRA or similar state Law, no Company Entity provides health or welfare benefits to any former or retired employee

or is obligated to provide such benefits to any active employee following such employee’s retirement or other termination of employment

or service.

(j) Each

Company Benefit Plan that is a “nonqualified deferred compensation plan” (as defined in Section 409A(d)(1) of the Code) is

in documentary compliance with and has been administered in compliance with Section 409A of the Code.

(k) Each

Company Benefit Plan that is subject to the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation

Act of 2010 (the “Affordable Care Act”) has been established, maintained and administered in compliance with the requirements

of the Affordable Care Act.

(l) No

Company Benefit Plan covers any employees outside of the United States.

Section 4.14 Labor

Relations; Employees.

(a) Except

as set forth in Section 4.14(a) of the Company Disclosure Letter, no Company Entity is a party to any collective bargaining agreement

or other Contract covering any group of employees, labor organization or other representative of any of the employees of any Company

Entity, and the Company has no knowledge of any activities or proceedings of any labor union or other party to organize or represent

such employees. There has not occurred or, to the

knowledge of the Company, been threatened any strike, slow-down, picketing, work-stoppage,

or other similar labor activity with respect to any such employees. Section 4.14(a) of the Company Disclosure Letter sets forth

all unresolved material labor controversies (including unresolved grievances and age or other discrimination claims), if any, that are

pending or, to the knowledge of the Company, threatened between any Company Entity and Persons employed by or providing services as independent

contractors to a Company Entity. No current officer of a Company Entity has provided any Company Entity with notice of his or her plan

to terminate his or her employment with any Company Entity and, to the knowledge of the Company, no such person has any plans to terminate

his or her employment with any Company Entity.

(b) Except

as set forth in Section 4.14(b) of the Company Disclosure Letter, each Company Entity (i) is and has since January 1, 2023

been in compliance in all material respects with all applicable Laws respecting labor and employment, including, without limitation,

employment practices, terms and conditions of employment, health and safety and wages and hours, and other Laws relating to discrimination,

harassment, retaliation, disability, labor relations, collective bargaining, hours of work, payment of wages and overtime wages, pay

equity, immigration, workers compensation, working conditions, employee scheduling, occupational safety and health, family and medical

leave, background checks, plant closings and layoffs, whistleblower protection, and employee terminations, and has not received written

or, to the knowledge of the Company, oral notice that there is any pending Legal Proceeding involving any such labor or employment matters

against a Company Entity, (ii) is not liable for any material past due arrears of wages or any material penalty for failure to comply

with any of the foregoing, (iii) is not liable for any material payment to any Governmental Authority with respect to unemployment

compensation benefits, social security or other benefits or obligations for employees, independent contractors or consultants (other

than routine payments to be made in the ordinary course of business and consistent with past practice), and (iv) has properly classified

all service providers as either self-employed, employees or independent contractors and as exempt or non-exempt for all purposes and

has made all appropriate filings in connection with services provided by, and compensation paid to, such service providers. There are

no material Legal Proceedings or unfair labor proceedings pending or, to the knowledge of the Company, threatened in the past three (3)

years against a Company Entity brought by or on behalf of any applicant for employment, any current or former employee, any Person alleging

to be a current or former employee, or any Governmental Authority, relating to any such Law or regulation, or alleging breach of any

express or implied contract of employment, wrongful termination of employment, or alleging any other discriminatory, wrongful or tortious

conduct in connection with the employment relationship. In the past three (3) years, there have been no harassment, discrimination, or

retaliation allegations against any director, officer, executive, or manager of any Company Entity by any current or former employee

of or service provider to any Company Entity. During the past three (3) years, no Company Entity has implemented any employee layoffs

or plant closings that would or did implicate the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar

state or local Laws (collectively, “WARN”). The Company Entities affirm that they have no outstanding WARN liability.

as set forth in Section 4.14(c) of the Company Disclosure Letter, there has been no formal material allegation brought (internally

or otherwise) by any current or former employee of, or any current or former independent contractor or consultant to, the Company Entities,

or by any applicant for employment with the Company Entities, that an officer, director, or management employee of the Company Entities

has engaged in sexual harassment, employment discrimination, or misconduct.

(d) Section

4.14(d) of the Company Disclosure Letter lists the name of each person currently employed by each Company Entity and each such person’s

principal location of employment, employer, hire date, status as exempt or non-exempt from overtime Laws, base or hourly wage or other

compensation rate (as applicable), accrued but unused vacation, visa type (if any), and active or inactive status.

(e) Section

4.14(e) of the Company Disclosure Letter lists the name of each person currently engaged by each Company Entity as an independent

contractor (including any person engaged through any arrangement with such person’s loan-out or similar company), such person’s

principal location of engagement, date of retention, and the compensation arrangement for the person.

(f) Except

as set forth on Section 4.14(f) of the Company Disclosure Letter, all employees of each Company Entity are employed at-will and

no employee is subject to a term employment contract with a Company Entity, whether oral or written. The consummation of the transactions

contemplated in this Agreement will not result in (i) any employee of any Company Entity receiving severance pay, unemployment compensation,

bonus payment or any other payment, (ii) acceleration of the time of payment for vesting of, or increase the amount of compensation due

to, any such employee, or (iii) any such employee having the right to terminate, shorten or otherwise change the terms of their employment.

Section 4.15 Taxes.

(a) All

income and other material Tax Returns required to be filed by or with respect to each Company Entity have been timely filed (taking into

account all available extensions). All such Tax Returns are true, accurate, correct and complete in all material respects. All income

or other material Taxes owed by any Company Entity (whether or not shown on any Tax Return) have been fully and timely paid.

(b) The

Company Financials contain adequate reserves in accordance with GAAP for all liabilities for income and other material Taxes of any Company

Entity that have accrued but were not yet due and payable or that are being contested in good faith as of the dates thereof.

as set forth on Section 4.15(c) of the Company Disclosure Letter, each Company Entity has collected and withheld all material

Taxes required to be collected and withheld from payments to third parties and has, within the time and manner prescribed by Law, paid

over to the proper Governmental Authority all material amounts required to be collected or withheld and paid over under applicable Laws.

(d) There

is no Legal Proceeding currently pending or, to the knowledge of the Company, threatened in writing against a Company Entity by a Governmental

Authority in a jurisdiction where such Company Entity does not file a Tax Return that it is or may be subject to taxation by that jurisdiction.

(e) Except

as set forth on Section 4.15(e) of the Company Disclosure Letter, there are no claims, assessments, audits, examinations, investigations

or other Legal Proceedings pending or currently outstanding against a Company Entity in respect of any Tax, and no Company Entity has

been notified in writing of any proposed Tax claims or assessments against it. There is no Tax deficiency outstanding, proposed in writing

or assessed against any Company Entity, which deficiency has not been satisfied by payment, settled or withdrawn.

(f) There

are no Liens with respect to any Taxes upon any Company Entity’s property or assets, other than Permitted Liens.

(g) No

Company Entity has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount of Taxes. There

are no outstanding requests by a Company Entity for any extension of time within which to file any Tax Return or within which to pay any

Taxes shown to be due on any Tax Return.

(h) No

Company Entity has made any change in accounting method (except as required by a change in Law) or received a ruling from, or signed an

agreement with, any Tax authority that would reasonably be expected to have a material impact on its Taxes following the Closing. No power

of attorney that has been granted by any Company Entity with respect to a Tax matter is currently in effect.

(i) No

Company Entity has participated in any “listed transaction,” as defined in U.S. Treasury Regulation Section 1.6011-4(b)(2).

(j) No

Company Entity is liable for Taxes of any other Person (other than another Company Entity) under Treasury Regulation Section 1.1502-6

or any similar provision of state, local or foreign Tax Law or as a transferee or successor, or by Contract (other than customary commercial

Contracts not primarily related to Taxes).

(k) No

Company Entity is the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling,

memorandum or agreement with any Governmental Authority with respect to any Taxes, nor is any request for such a ruling, memorandum, or

agreement outstanding.

(l) No

Company Entity is a party to or bound by any Tax allocation, indemnity or sharing agreement that would have continuing effect after the

Closing Date, other than, in each case, customary commercial Contracts not primarily related to Taxes.

(m) No

Company Entity: (i) has constituted either a “distributing corporation” or a “controlled corporation” (within

the meaning of Section 355(a)(1)(A) of the Code) in a distribution of securities qualifying for, or intended to qualify for, Tax-free

treatment under Section 355 of the Code (A) within the two-year period ending on the date hereof or (B) in a distribution

which could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e)

of the Code) in conjunction with the transactions contemplated by this Agreement; or (ii) is or has been during the applicable period

set forth in Section 897(c)(1), a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code.

(n) Section

4.15(n) of the Company Disclosure Letter lists the U.S. federal and state income Tax classification of each Company Entity, and,

except as set forth in Section 4.15(n) of the Company Disclosure Letter, such classification has not changed since the formation

of each such entity.

(o) No

Company Entity will be required to include any material item of income, or exclude any material item of deduction, for any taxable period

(or portion thereof) after the Closing Date as a result of: (i) an installment sale transaction occurring before the Closing governed

by Section 453 of the Code (or any similar provision of state, local or non-U.S. Law) or open transaction occurring before the Closing;

(ii) a disposition occurring before the Closing reported as an open transaction for U.S. federal income Tax purposes (or any similar

provision of state, local, or non-U.S. Law); (iii) any prepaid amounts received prior to the Closing or deferred revenue realized,

accrued or received prior to the Closing; (iv) a change in method of accounting under Section 481 of the Code or any similar

provision of state, local or non-U.S. Law for any taxable period (or portion thereof) ending on or prior to the Closing Date (or as a

result of an impermissible method used prior to Closing); (v) an agreement entered into with any Governmental Authority (including

a “closing agreement” under Section 7121 of the Code) prior to the Closing; or (vi) intercompany transactions or

any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision

of state, local or non-U.S. income Tax Law) that occurred or were in existence prior to the Closing.

(p) No

Company Entity (i) is a “controlled foreign corporation” as defined in Section 957 of the Code; (ii) is a “passive foreign

investment company” within the meaning of Section 1297 of the Code; and (iii) holds (and will not hold immediately prior to the

First Effective Time) any “United States real property interests” as defined in Section 897(c) of the Code.

Section 4.16 Insurance.

Section 4.16(a) of the Company Disclosure Letter contains a list of, as of the date hereof, all material policies or binders of

property, fire and casualty, director and officer, employment practices liability, product liability, workers’ compensation, and

other forms of insurance held by the Company or any of the Company’s Subsidiaries as of the date of this Agreement (the “Insurance

Policies”). True, correct and complete copies of the certificates of insurance for all of the Insurance Policies as in effect

as of the date hereof have been made available to USFM prior to the date hereof and copies of all such Insurance Policies will be made

available to USFM prior to the Closing. All such policies are in full force and effect, all premiums due have been paid (subject to payment

for premiums in installments pursuant to the terms of certain Insurance Policies), and no written notice of cancellation or termination

has been received by any Company Entity with respect to any such policy. No insurer has denied or disputed coverage of any material claim

under an insurance policy during the last twelve (12) months. No written notice of pending material premium increase, cancelation or

termination has been received by the Company or any of its Subsidiaries with respect to any such policy.

Section 4.17 Licenses.

The Company Entities maintain all material Licenses necessary for the Company Entities to own, lease and operate the properties they

purports to own, operate or lease and to carry on its business as it is now being conducted. Except as disclosed on Section 4.17

of the Company Disclosure Letter, none of the Company Entities: (a) is in default or violation (and to the knowledge of the Company

no event has occurred which, with notice or the lapse of time or both, would constitute a material default or violation) in any material

respect of any term, condition

or provision of any material License to which it is a party; (b) is or has been the subject of any

pending or threatened Legal Proceeding by a Governmental Authority seeking the cancellation, revocation, suspension, termination, modification,

or impairment of any material License; (c) in the past three (3) years, to the knowledge of the Company, has received any notice

that any Governmental Authority that has issued any material License intends to cancel, terminate, revoke, rescind, modify, impair, deny,

or not renew any material License, except as would not reasonably be expected to be, individually or in the aggregate, material to the

Company Entities, taken as a whole, or (d) voluntarily allowed any material License then held to lapse or expire.

Section 4.18 Equipment

and Other Tangible Property. The Company or one of its Subsidiaries owns and has good title to, or has the legal and beneficial

ownership of or a valid leasehold interest in or right to use by license or otherwise, all material machinery, equipment and other tangible

property reflected on the books of the Company Entities as owned by a Company Entity, free and clear of all Liens (other than Permitted

Liens). All material personal property and leased personal property assets of the Company Entities are in good operating condition and

repair (ordinary wear and tear excepted) and are suitable for the business as currently conducted as of the date hereof by the Company

Entities.

Section 4.19   Real

Property.

(a) Owned

Real Property. Except as disclosed on Section 4.19(a) of the Company Disclosure Letter, neither the Company nor any Subsidiary

of the Company owns or has any beneficial interest in any real property.

(b) Leased

Real Property. Section 4.19(b)(i) of the Company Disclosure Letter contains a complete and accurate list of all of the Leased

Real Property, and a complete and accurate list of the underlying leases and all amendments, modifications, extensions, renewals, and

guarantees thereto (each such lease, a “Company Real Property Lease”), which includes the date of the applicable Company

Real Property Lease, name of lessor, licensor or any other party thereto, as applicable. Each Company Entity has a valid and enforceable

leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property, free and clear of all Liens, except

for Permitted Liens. The Company has provided to USFM a true and complete copy of each of the Company Real Property Leases. The Company

Real Property Leases are valid, binding and enforceable in accordance with their terms and are in full force and effect. No Company Entity

has subleased to anyone the right to use or occupy the Leased Real Property or any portion thereof and no Person (other than a Company

Entity) is in possession of, or has the right to use or occupy, any of the Leased Real Property. No event has occurred which (whether

with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a material default

on the part of a Company Entity or, to the knowledge of the Company, any other party under any of the Company Real Property Leases, and

no Company Entity has received notice of any such condition. Except as set forth in Section 4.19(b)(ii) of the Company Disclosure

Letter: (i) neither any Company Entity nor the Company has received written notice from any Governmental Authority or other Person

that the use and occupancy of any of the Leased Real Property, as currently used and occupied, and the conduct of the business thereon,

as currently conducted, violate in any material respect any deed restrictions, building codes, or zoning, subdivision or other land use

or similar Laws; (ii) there is no pending or, to the Company’s knowledge, threat of any proceeding, claim, dispute, administrative

action or judicial proceeding

of any type relating to the Leased Real Property or other matters materially and adversely affecting the

current use or occupancy of the Leased Real Property; (iii) neither any Company Entity nor the Company has received written notice

of any pending condemnation proceedings with respect to any portion of any Leased Real Property and, to the Company’s knowledge,

no such proceedings are threatened; and (iv) neither any Company Entity nor the Company has received written notice of any actual,

pending or, to the Company’s knowledge, threatened changes in the present zoning of any Leased Real Property (or any part thereof).

Section 4.20 Intellectual

Property.

(a) Section

4.20(a)(i) of the Company Disclosure Letter sets forth: (i) all U.S. and foreign issued and applied-for Patents, registered

and applied-for Trademarks, registered and applied-for Copyrights and Internet Assets in which a Company Entity is the owner, applicant

or assignee (“Company Registered IP”), specifying as to each item, as applicable: (A) the nature of the item,

including the title, (B) the owner of the item, (C) the jurisdictions in which the item is issued or registered or in which

an application for issuance or registration has been filed and (D) the issuance, registration or application numbers and dates;

and (ii) all material unregistered Intellectual Property owned or purported to be owned by a Company Entity. Except as set forth

in Section 4.20(a)(ii) of the Company Disclosure Letter, all Company Registered IP is valid, in force and in good standing with

all required fees and maintenance fees having been paid with no Legal Proceedings pending, and all pending applications to register any

Copyrights, Patents and Trademarks are in good standing. Except as set forth on Section 4.20(a)(iii) of the Company Disclosure

Letter, each Company Entity owns, free and clear of all Liens (other than Permitted Liens), all right, title and interest in and to the

Company IP and all Company Registered IP is unexpired and valid, subsisting and enforceable in all material respects. Except as set forth

on Section 4.20(a)(iv) of the Company Disclosure Letter, to the knowledge of the Company, all Company IP is owned exclusively

by the applicable Company Entity without obligation to pay royalties, licensing fees or other fees, or otherwise account to any third

party with respect to the use of such Company Registered IP.

(b) Section

4.20(b) of the Company Disclosure Letter sets forth all material Intellectual Property licenses, sublicenses and other Contracts

or permissions (“Company IP Licenses”) (other than “shrink wrap,” “click wrap,” and “off

the shelf” software agreements and other non-exclusive software licenses for commercially available on reasonable terms to the

public generally with license, maintenance, support and other fees of less than $50,000 per year (collectively, “Off-the-Shelf

Software”) which are not required to be listed, although such licenses are “Company IP Licenses” as that term is

used herein), under which a Company Entity is a licensee of Intellectual Property. All Company IP Licenses are valid and, to the knowledge

of the Company, enforceable in accordance with their terms. The Company IP Licenses include all of the licenses, sublicenses and other

Contracts or permissions necessary to operate the business of the Company Entities as presently conducted. Each Company Entity has performed

in all material respects all obligations imposed on it in the Company IP Licenses, has made all payments required to date, and such Company

Entity is not, nor, to the knowledge of the Company, is any other party thereto, in breach or default thereunder, nor has any event occurred

that with notice or lapse of time or both would constitute a default thereunder. No Company Entity is party to any Contract that requires

a Company Entity to assign to any third Person all of its rights in any Intellectual Property developed by a Company Entity under such

Contract.

as set forth in Section 4.20(c)(i) of the Company Disclosure Letter, no Legal Proceeding is pending or, to the Company’s

knowledge, threatened against a Company Entity that challenges the validity, enforceability, ownership, or right to use, sell, license

or sublicense, or that otherwise relates to any Company IP or any other Intellectual Property currently licensed, used or held for use

by the Company Entities, which, individually or in the aggregate, would reasonably be expected to be material to the Company Entities,

taken as a whole if determined adversely to the Company nor, to the knowledge of the Company, is there any reasonable basis for any such

Legal Proceeding. Except as set forth in Section 4.20(c)(ii) of the Company Disclosure Letter, in the past six (6) years, no Company

Entity has received any written or, to the knowledge of the Company, oral notice or claim asserting that any infringement, misappropriation,

violation, dilution or unauthorized use of the Intellectual Property of any other Person is or may be occurring or has occurred, as a

consequence of the conduct of the business by any Company Entity, nor to the knowledge of the Company is there a reasonable basis therefor.

There are no Governmental Orders to which any Company Entity is a party or is otherwise bound that (i) restrict the rights of a

Company Entity to use, transfer, license or enforce any Company IP, or (ii) restrict the conduct of the business of a Company Entity

in order to accommodate a third Person’s Intellectual Property, grant any third Person any right with respect to any Company IP.

Except as set forth in Section 4.20(c)(iii) of the Company Disclosure Letter, to the knowledge of the Company, no Company Entity

is currently infringing, misappropriating, or violating or has, in the past, infringed, misappropriated or violated any Intellectual

Property of any other Person or otherwise in connection with the conduct of the respective businesses of the Company Entities. To the

knowledge of the Company, the use of the Company IP as contemplated would not constitute a misappropriation of a third party’s

trade secrets or violate any non-compete agreement. Except as set forth in Section 4.20(c)(iv) of the Company Disclosure Letter,

to the Company’s knowledge, no third party is currently, or in the past six (6) years has been, infringing upon, misappropriating

or otherwise violating any Company IP in any material respect.

(d) No

current or former officers, employees or independent contractors of a Company Entity (i) except as set forth on Section 4.20(d)

of the Company Disclosure Letter, hold any right, title or interest, directly or indirectly, in whole or in part, in or to any Company

IP nor (ii) have claimed any ownership interest in any Company IP. To the knowledge of the Company, there has been no violation

of a Company Entity’s policies related to protection of Company IP or any confidentiality or nondisclosure Contract relating to

the Company IP. Each Company Entity has taken reasonable security measures standard in the industry in order to protect the secrecy,

confidentiality and value of the material Company IP. No trade secrets included in the Company IP have, to the knowledge of the Company,

been disclosed or authorized to be disclosed to any third Person, other than in the ordinary course of business pursuant to a written

confidentiality and non-disclosure agreement.

(e) The

Company Entities own or have a valid right to access and use all Systems that are material to the operation of the businesses of the Company

Entities. The Systems that are currently used by the Company Entities constitute all the information and communications technology reasonably

necessary to carry on the business of the Company Entities as currently conducted. The consummation of the transactions contemplated hereby

will not impair or interrupt in any material respect the Company Entities’ access to and use of, or their respective right to access

and use, the Systems or any third-party databases or third-party data used in connection with the business of the Company Entities as

currently conducted. The Company Entities have

taken commercially reasonable steps in accordance with industry standards that are designed

to secure the Systems from unauthorized access or use by any Person and to ensure the continued uninterrupted and error-free operation

of the Systems. The Company Entities have in effect disaster recovery plans and procedures customary in the industry. Within the past

three (3) years there: (x) have been no unauthorized intrusions or breaches of security with respect to the Systems; (y) has

not been any material malfunction of the Systems that has not been remedied; and (z) has been no material unplanned downtime or service

interruption with respect to any Systems.

(f) No

Person has, to the knowledge of Company, obtained unauthorized access to third party information and data (including personally identifiable

information) in the possession of a Company Entity, nor, to the knowledge of Company, has there been any other material compromise of

the security, confidentiality or integrity of such information or data, and no written or, to the knowledge of the Company, oral complaint

relating to an improper use or disclosure of, or a breach in the security of, any such information or data has been received by a Company

Entity. Each Company Entity has, to the knowledge of Company, complied in all material respects with all applicable Laws and Contract

requirements relating to privacy, personal data protection, and the collection, processing and use of personal information and its own

privacy policies and guidelines. To the knowledge of the Company, the operation of the business of the Company Entities does not violate

any right to privacy or publicity of any third person.

(g) Except

as set forth in Section 4.20(g) of the Company Disclosure Letter, the consummation of any of the transactions contemplated by

this Agreement will not result in the material breach, material modification, cancellation, termination, suspension of, or acceleration

of any payments with respect to, or release of source code because of (i) any Contract providing for the license or other use of

Intellectual Property owned by a Company Entity or (ii) any Company IP License. Following the Closing, the Company shall be permitted

to exercise, directly or indirectly through its Subsidiaries, all of the Company Entities rights under such Contracts or Company IP Licenses

to the same extent that the Company Entities would have been able to exercise had the transactions contemplated by this Agreement not

occurred, without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which the Company

Entities would otherwise be required to pay in the absence of such transactions. Neither this Agreement nor the transactions contemplated

hereby will result in (w) any third party being granted rights or access to, or the placement in or release from escrow of, source code,

(x) the granting by Company Entities to any third party any Company IP or any other proprietary right, (y) Company Entities being bound

by, or subject to, any non-competition, non-assertion of its rights, most-favored nation provisions, or other restriction on the operation

or scope of its business, or (z) Company Entities being obligated to pay any royalties or other amounts to any third party in excess

of those payable by the Company prior to the Closing. Following the Closing, all Company IP will be fully transferable, alienable, or

licensable without restriction and without payment of any kind to any third party.

Section 4.21 Environmental

Matters.

(a) The

Company Entities are, and for the past three (3) years been in material compliance with all Environmental Laws.

(b) Except

as set forth in Section 4.21(b) of the Company Disclosure Letter, neither the execution, delivery or performance of this Agreement

nor the consummation of the transactions contemplated hereby will require any material consent or approval of, or the giving of any material

notice to or filing with, any Governmental Authority pursuant to Environmental Law, nor result in the modification or termination of

any material License required under Environmental Law, and none of the Company Entities has received any written, unresolved notice regarding

the revocation, suspension or material adverse amendment of any material License required under Environmental Law.

the knowledge of the Company, there has been no Release of any Hazardous Materials (i) at, in, on or under the Leased Real Property

or (ii) at, in, on or under any formerly owned real property or Leased Real Property during the time that the Company owned or leased

such property, except as would not be, individually or in the aggregate, material to the Company Entities, taken as a whole.

(d) None

of the Company Entities are subject to any current Governmental Order relating to any non-compliance with or liability under Environmental

Laws by the Company Entities or the investigation, sampling, monitoring, treatment, remediation, removal or cleanup of Hazardous Materials,

except where such Governmental Order would not be, individually or in the aggregate, material to the Company Entities, taken as a whole.

(e) No

Legal Proceeding is pending or, to the knowledge of the Company, threatened with respect to the Company Entities’ compliance with

or liability under Environmental Laws, and, to the knowledge of the Company, there are no facts or circumstances which could reasonably

be expected to form the basis of such a Legal Proceeding, except where such Legal Proceeding would not be, individually or in the aggregate,

material to the Company Entities, taken as a whole.

(f) Except

as provided in the Company Real Property Leases, none of the Company Entities has, pursuant to any contract expressly agreed to indemnify

or hold harmless any Person for any liability or obligation arising under Environmental Law, except where such indemnity would not be,

individually or in the aggregate, material to the Company Entities, taken as a whole.

(g) The

Company has made available to USFM true and complete copies of all material environmental reports, assessments, audits and inspections

in the possession or control of the Company Entities concerning any non-compliance of the Company Entities with, or liability of any Company

Entity under Environmental Law.

Section 4.22 Absence

of Changes. Except as set forth in Section 4.22 of the Company Disclosure Letter, since December 31, 2025, (a) the

Company Entities have conducted the business in the ordinary course of business consistent with past practice, (b) there has not

been any Company Material Adverse Effect; (c) other than in the ordinary course of business consistent with past practice, there

has not been any purchase, redemption or other acquisition by the Company of any securities of the Company Entities, and (d) there

has not been any action taken or agreed upon by any of the Company Entities that would be prohibited by Section 6.1 if such action

were taken on or after the date hereof without the consent of USFM.

Section 4.23 Anti-Corruption

Compliance.

(a) For

the past five (5) years, none of the Company Entities, nor, to the knowledge of the Company, any director, officer, employee or agent

acting on behalf of the Company Entities, has offered or given anything of value to: (i) any official or employee of a Governmental

Authority, any political party or official thereof, or any candidate for political office or (ii) any other Person, in any such case

while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any

official or employee of a Governmental Authority or candidate for political office, in each case of clauses (i) and (ii) in violation

of the Anti-Bribery Laws.

(b) Each

of the Company Entities has instituted and maintains policies and procedures reasonably designed to ensure compliance in all material

respects with the Anti-Bribery Laws.

are no current or pending internal investigations or audits, or, to the knowledge of the Company, third-party investigations (including

by any Governmental Authority), or external audits that address any material allegations or information concerning possible material violations

of the Anti-Bribery Laws related to the Company Entities.

Section 4.24 Information

Supplied. None of the information related to the Company Entities supplied or to be supplied by the Company Entities specifically

in writing for inclusion in the Registration Statement will, at the date on which the Proxy Statement is first mailed to the Company

Stockholders or USFM Shareholders or at the time of the Company Stockholders’ Meeting or the USFM Shareholders’ Meeting,

contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order

to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing,

the Company makes no representation, warranty or covenant with respect to (a) statements made or incorporated by reference therein based

on information supplied by USFM for inclusion or incorporation by reference in the Proxy Statement or (b) any projections or forecasts

included in the information supplied or to be supplied by the Company Entities as contemplated herein.

Section 4.25 Transactions

with Affiliates. Except for employment relationships and compensation, benefits and travel advances provided in the ordinary

course of business, transactions solely between Company Entities or as disclosed on Section 4.25 of the Company Disclosure Letter

or in the SEC Reports, none of the Company Entities nor any of their Affiliates, nor any officer, director, manager, employee, trustee

or beneficiary of a Company Entity or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly

or indirectly through an Affiliate of such Person) (each of the foregoing, a “Related Person”) is presently a party

to any transaction with a Company Entity, including any Contract or other arrangement (a) providing for the furnishing of services

by (other than as officers, directors or employees of the Company Entity), (b) providing for the rental of real property or personal

property from or (c) otherwise requiring payments to (other than for services or expenses as directors, officers or employees of

the Company Entity in the ordinary course of business consistent with past practice) any Related Person. Except as set forth on Section

4.25 of the Company Disclosure Letter or in the SEC Reports, no Company Entity has outstanding any Contract or other arrangement

or commitment with any Related Person, and no Related Person owns any real property or material personal property, or material right,

tangible or intangible (including Intellectual Property) which is used in the business of any Company Entity.

Section 4.26 Brokers’

Fees. Except as set forth on Section 4.26 of the Company Disclosure Letter, no broker, finder, investment banker or other

Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated hereby

based upon arrangements made by any of the Company Entities or any of their Affiliates for which USFM or any Company Entity has any obligation.

Section 4.27 Pubco

and Merger Sub Activities. Since their incorporation, neither Pubco nor any Merger Sub has conducted any business activities

other than activities: (i) in connection with its incorporation; or (ii) directed toward the accomplishment of a business combination

in accordance with its Governing Documents. Except as set forth in the Governing Documents of Pubco and each Merger Sub, there is no

Contract or Governmental Order binding upon Pubco or the Merger Subs to which any of them is a party which has or could reasonably be

expected to have the effect of prohibiting or materially impairing any material business practice of it as currently conducted or as

contemplated to be conducted as of the Closing. Neither Pubco nor any Merger Sub owns or leases any real property or personal property.

Section 4.28 No

Additional Representation or Warranties; No Reliance. Except as provided in this Article IV (as modified by the Company

Disclosure Letter and the SEC Reports), and the representations and warranties as may be provided in other agreements entered into in

connection with the transactions contemplated by this Agreement, none of the Company Entities or any of their Affiliates, nor any of

their respective Representatives has made, or is making, any representation or warranty of any kind or nature whatsoever, oral or written,

express or implied, relating to or with respect to this Agreement or the transactions contemplated hereby to USFM or any of its Subsidiaries,

Affiliates or Representatives. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS Section 4.28 (INCLUDING THE COMPANY DISCLOSURE

LETTER), THE COMPANY MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO USFM, ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO THE COMPANY

OR ITS SUBSIDIARIES OR THEIR RESPECTIVE BUSINESSES, OPERATIONS, PROPERTIES, LIABILITIES, OR OBLIGATIONS, WHETHER ARISING BY STATUTE OR

OTHERWISE IN LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. WITHOUT LIMITING

THE FOREGOING, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY MADE BY THE COMPANY IN THIS ARTICLE IV OR BY THE COMPANY OR ANY

OF ITS AFFILIATES IN ANY ANCILLARY AGREEMENT, NONE OF THE COMPANY ENTITIES NOR ANY OF THEIR RESPECTIVE AFFILIATES, NOR ANY OF THEIR RESPECTIVE

REPRESENTATIVES IS MAKING OR SHALL BE DEEMED TO HAVE MADE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO: (A) THE

INFORMATION DISTRIBUTED OR MADE AVAILABLE TO USFM OR ANY OF ITS REPRESENTATIVES BY OR ON BEHALF OF THE COMPANY ENTITIES IN CONNECTION

WITH THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY; (B) ANY MANAGEMENT PRESENTATION, CONFIDENTIAL INFORMATION MEMORANDUM

OR SIMILAR DOCUMENT; OR (C) ANY FINANCIAL PROJECTION, FORECAST, ESTIMATE, BUDGET OR SIMILAR ITEM

RELATING TO THE COMPANY ENTITIES

OR THEIR RESPECTIVE BUSINESS, ASSETS, LIABILITIES, PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROJECTED OPERATIONS OF

THE FOREGOING. USFM HEREBY ACKNOWLEDGES THAT IT HAS NOT RELIED ON, AND USFM HEREBY EXPRESSLY DISCLAIMS RELIANCE ON, ANY PROMISE, REPRESENTATION

OR WARRANTY THAT IS NOT EXPRESSLY SET FORTH IN THIS AGREEMENT OR ANY OF THE ANCILLARY AGREEMENTS. USFM ACKNOWLEDGES THAT IT HAS CONDUCTED,

TO ITS SATISFACTION, AN INDEPENDENT INVESTIGATION AND VERIFICATION OF THE COMPANY ENTITIES AND THEIR RESPECTIVE BUSINESS, ASSETS, LIABILITIES,

PROPERTIES, FINANCIAL CONDITION, RESULTS OF OPERATIONS AND PROJECTED OPERATIONS, AND IN MAKING ITS DETERMINATION, USFM HAS RELIED ON

THE RESULTS OF ITS OWN INDEPENDENT INVESTIGATION AND VERIFICATION, IN ADDITION TO THE REPRESENTATIONS AND WARRANTIES OF THE COMPANY EXPRESSLY

SET FORTH IN THIS AGREEMENT AND THOSE EXPRESSLY SET FORTH IN THE ANCILLARY AGREEMENTS. The Company acknowledges and agrees that, except

for the representations and warranties contained in Article V (as modified by the USFM Disclosure Letter) and in other agreements entered

into in connection with the transactions contemplated by this Agreement, neither USFM or its Affiliates nor any other Person has made

or is making any representation or warranty, express or implied, as to the accuracy or completeness of any information, data, or statement

regarding USFM or the transactions contemplated hereunder, including in respect of USFM, the business, the operations, prospects, or

condition (financial or otherwise), or the accuracy or completeness of any document, projection, material, statement, or other information

not expressly set forth in Article V (as modified by the USFM Disclosure Letter) or in other agreements entered into in connection with

the transactions contemplated by this Agreement. The Company is not relying on any representations or warranties other than those representations

or warranties set forth in Article V (as modified by the USFM Disclosure Letter) and the representations and warranties as may be provided

in other agreements entered into in connection with the transactions contemplated by this Agreement.

Article

REPRESENTATIONS AND WARRANTIES OF USFM

Except as set forth in the disclosure

letter delivered to the Company (the “USFM Disclosure Letter”) on the date of this Agreement (each section of which,

subject to Section 11.7, qualifies the correspondingly numbered and lettered representations in this Article V), USFM represents

and warrants to the Company as follows:

Section 5.1 USFM

Organization. USFM is a corporation duly incorporated, validly existing and in good standing (or equivalent status, to the

extent that such concept exists) under the Laws of its jurisdiction of incorporation, organization or formation, and has the requisite

company power and authority to own, lease or operate all of its properties and assets and to conduct its business as it is now being

conducted. The copies of Governing Documents of USFM, as amended to the date of this Agreement, previously delivered to the Company,

are true, correct and complete. USFM is duly licensed or qualified and in good standing as a foreign corporation or company in all jurisdictions

in which its ownership of property or the character of its activities is such as to require it to be so licensed or qualified, except

where failure to be so licensed or qualified would not be expected to have, individually or in the aggregate, an USFM Material Adverse

Effect.

Section 5.2 Due

Authorization.

(a) USFM

has all requisite corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated hereby,

and (ii) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder

and thereunder. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby will be, duly and validly

executed and delivered by USFM, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby

will constitute, a legal, valid and binding obligation of USFM, enforceable against USFM in accordance with its terms, subject to applicable

bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally

and subject, as to enforceability, to general principles of equity.

(b) The

execution and delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby

and thereby have been (i) duly and validly authorized and approved by the USFM Board and (ii) determined by the USFM Board as

advisable to USFM and the USFM Shareholders and recommended for approval by the USFM Shareholders. On or prior to the date of this Agreement,

the board of directors for USFM duly adopted resolutions at a meeting or by unanimous written consent (i) determining that this Agreement

and the other documents to which USFM is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable

and fair to, and in the best interests of, USFM and its shareholders, and (ii) authorizing and approving the execution, delivery

and performance by USFM of this Agreement and the other documents to which USFM is a party contemplated hereby and the transactions contemplated

hereby and thereby. Other than the approvals in this Section 5.2(b), no other action or proceeding is required on the part of USFM to

enter into this Agreement or the Mergers or consummate the transactions contemplated hereby. The USFM Shareholder Approvals are the only

approval of the USFM Shareholders necessary to adopt this Agreement or approve the Second Merger or consummate the transactions contemplated

hereby.

Section 5.3 No

Conflict. Subject to the USFM Shareholder Approvals, the execution and delivery of this Agreement by USFM and the other documents

contemplated hereby by USFM and the consummation of the transactions contemplated hereby and thereby do not and will not (a) violate

or conflict with any provision of, or result in the breach of or default under the Governing Documents of USFM (b) violate or conflict

with any provision of, or result in the breach of, or default under any applicable Law or Governmental Order applicable to USFM, (c) violate

or conflict with any provision of, or result in the breach of, result in the loss of any right or benefit, or cause acceleration, or

constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or

acceleration) under any Contract to which USFM is a party or by which USFM may be bound, or terminate or result in the termination of

any such Contract or (d) result in the creation of any Lien upon any of the properties or assets of USFM, except, in the case of

clauses (b) through (d), to the extent that the occurrence of the foregoing would not have, or would not reasonably be expected

to have, individually or in the aggregate, an USFM Material Adverse Effect.

Section 5.4 Litigation

and Proceedings. There are no pending or, to the knowledge of USFM, threatened Legal Proceedings against USFM, its properties

or assets, or, to the knowledge of USFM, any of its directors, managers, officers or employees (in their capacity as such). There are

no investigations or other inquiries pending or, to the knowledge of USFM, threatened by any Governmental Authority, against USFM, its

properties or assets, or, to the knowledge of USFM, any of its directors, managers, officers or employees (in their capacity as such).

There is no outstanding Governmental Order imposed upon USFM, nor are any assets of USFM’s business bound or subject to any Governmental

Order the violation of which would, individually or in the aggregate, reasonably be expected to be material to USFM. USFM is, and has

since its inception been, in compliance with all applicable Laws in all material respects. Since USFM’s formation, USFM has not

received any written notice of or been charged with the violation of any Laws, except where such violation has not been, individually

or in the aggregate, material to USFM.

Section 5.5 Financial

Statements; Internal Controls; Listing.

(a) As

used herein, the term “USFM Financial Statements” means the (i) audited financial statements of USFM (including,

in each case, any related notes thereto), consisting of the balance sheets of USFM from October 27, 2025 to December 31, 2025, and the

related audited statements of operations, changes in equity and statements of cash flows for the fiscal year then ended, each audited

by a PCAOB qualified auditor in accordance with GAAP and PCAOB standards (the “USFM Audited Financial Statements”),

and (ii) USFM prepared financial statements, consisting of the balance sheet of USFM as of June 30, 2026 and the related statements

of operations, changes in equity and statement of cash flows for the period ending June 30, 2026 (the “USFM Interim Financial

Statements”). True and correct copies of the Financial Statements have been provided to the Company and Pubco. The USFM Financial

Statements (i) accurately reflect the books and records of USFM as of the times and for the periods referred to therein, (ii) were

prepared in accordance with GAAP, consistently applied throughout and among the periods involved (except as may be indicated in the notes

thereto and, in the case of the USFM Interim Financial Statements, the absence of footnotes or the inclusion of limited footnotes), and

(iii) fairly present, in all material respects, the financial position of USFM as of the respective dates thereof and the results

of the operations and cash flows of USFM for the periods indicated (subject, in the case of the USFM Interim Financial Statements, to

normal, recurring or immaterial year-end adjustments and the absence of footnotes). Since its inception, USFM has not made or adopted

any material change in its accounting methods, practices or policies. USFM maintains systems of internal accounting controls that are

designed to provide reasonable assurance that books and records of USFM have been, and are being, maintained in all material respects

in accordance with GAAP and any other applicable legal and accounting requirements.

(b) Neither

USFM (including any employee thereof) nor USFM’s independent auditors has identified or been made aware of (i) any significant

deficiency or material weakness in the system of internal accounting controls utilized by USFM, (ii) any fraud, whether or not material,

that involves USFM’s management or other employees who have a role in the preparation of financial statements or the internal accounting

controls utilized by USFM or (iii) any claim or allegation regarding any of the foregoing.

accounts receivable reflected on the most recent balance sheet of USFM represent bona fide and valid obligations arising from sales actually

made or services actually performed and to USFM’s knowledge, have been appropriately and adequately reserved for in accordance with

GAAP, consistent with past practices.

Section 5.6 Governmental

Authorities; Consents. Assuming the truth and completeness of the representations and warranties of the Company contained

in this Agreement, no Governmental Authorization or consent, waiver, approval or authorization of, or designation, declaration or filing

with, or notification to, any other Person is required on the part of USFM with respect to USFM’s execution or delivery of this

Agreement or the consummation of the transactions contemplated hereby, except for (i) applicable requirements of the HSR Act, (ii)

the filings with the Colorado Secretary of State contemplated by Section 3.1(b) and (iii) as otherwise disclosed in Section 5.6 of the

USFM Disclosure Letter.

Section 5.7 Investment

Company Act; JOBS Act. USFM is not an “investment company” or a Person directly or indirectly “controlled”

by or acting on behalf of an “investment company”, in each case within the meaning of the Investment Company Act.

Section 5.8 No

Undisclosed Liabilities. Except as set forth on Section 5.8 of the USFM Disclosure Letter, there is no other liability,

debt (including Indebtedness) or obligation of, or claim or judgment against, USFM (whether direct or indirect, absolute or contingent,

accrued or unaccrued, known or unknown, liquidated or unliquidated, or due or to become due), except for liabilities, debts, obligations,

claims or judgments (a) reflected or reserved for on the USFM Financial Statements or disclosed in the notes thereto, (b) that

have arisen since March 31, 2026 in the ordinary course of business, consistent with past practice, of USFM, (c) arising in connection

with the transactions contemplated herein, or (d) that would not, individually or in the aggregate, reasonably be expected to be material

to USFM.

Section 5.9   Capitalization

of USFM.

(a) As

of the date of this Agreement, the authorized share capital of USFM is 5,000,000 shares of USFM Common Stock. As of the close of business

on the date of this Agreement, (i) 233,252 shares of USFM Common Stock were issued and outstanding and (ii) warrants to purchase 11,576

shares of USFM Common Stock at an exercise price per share of $128.62 were issued and outstanding. The foregoing represents all of the

issued and outstanding USFM Common Stock as of the date of this Agreement. All issued and outstanding USFM Common Stock (i) have

been duly authorized and validly issued and are fully paid and non-assessable; (ii) have been offered, sold and issued in compliance

with applicable Law, including federal and state securities Laws, and all requirements set forth in (1) USFM’s Governing Documents,

and (2) any other applicable Contracts governing the issuance of such securities; and (iii) are not subject to, nor have they

been issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar

right under any provision of any applicable Law, USFM’s Governing Documents or any Contract to which USFM is a party or otherwise

bound.

(b) Except

as set forth in Section 5.9(b) of the USFM Disclosure Letter, there is no outstanding Indebtedness of USFM and there are no outstanding

Contracts of USFM to repurchase, redeem or otherwise acquire any USFM Common Stock.

as set forth in this Section 5.9(c) or as contemplated by this Agreement or the other documents contemplated hereby, USFM has

not granted any outstanding options, stock appreciation rights, warrants, rights or other securities convertible into or exchangeable

or exercisable for USFM Common Stock, or any other commitments or agreements providing for the issuance of additional shares, the sale

of treasury shares, for the repurchase or redemption of any USFM Common Stock or the value of which is determined by reference to the

USFM Common Stock, and there are no Contracts of any kind which may obligate USFM to issue, purchase, redeem or otherwise acquire any

of its USFM Common Stock.

(d) USFM

has no Subsidiaries and does not own, directly or indirectly, any equity interests or other interests or investments (whether equity or

debt) in any Person, whether incorporated or unincorporated. USFM is not party to any Contract that obligates USFM to invest money in,

loan money to or make any capital contribution to any other Person.

Section 5.10 Brokers’

Fees. Except fees described in Section 5.10 of the USFM Disclosure Letter, no broker, finder, investment banker or

other Person is entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated

hereby based upon arrangements made by USFM or any of its Affiliates.

Section 5.11 Taxes.

(a) All

income and other material Tax Returns required to be filed by or with respect to USFM or its Subsidiaries have been timely filed (taking

into account any applicable extensions). All such Tax Returns are true, correct and complete in all material respects. All income or other

material Taxes owed by USFM or any of its Subsidiaries (whether or not shown on any Tax Return) have been fully and timely paid.

(b) The

financial statements of USFM contain adequate reserves in accordance with GAAP for all liabilities for income and other material Taxes

of USFM that have accrued but are not yet due and payable or that are being contested in good faith as of the dates thereof.

has collected and withheld all material Taxes required to be collected and withheld from payments to third parties and has, within the

time and manner prescribed by Law, paid over to the proper Governmental Authority all material amounts required to be collected or withheld

and paid over under applicable Laws.

(d) There

is no Legal Proceeding currently pending or, to the knowledge of USFM, threatened in writing against USFM or any of its Subsidiaries by

a Governmental Authority in a jurisdiction where such entity does not file Tax Returns that it is or may be subject to taxation by that

jurisdiction.

(e) There

are no claims, assessments, audits, examinations, investigations or other Legal Proceedings pending or currently outstanding against USFM

or any of its Subsidiaries in respect of any Tax, and neither USFM nor any of its Subsidiaries has been notified in writing of any proposed

Tax claims or assessments against it. There is no Tax deficiency outstanding, proposed in writing or assessed against USFM or any of its

Subsidiaries, which deficiency has not been satisfied by payment, settled or withdrawn.

(f) There

are no Liens with respect to Taxes upon the property or assets of USFM or any of its Subsidiaries, other than Permitted Liens.

(g) Neither

USFM nor any of its Subsidiaries has any outstanding waivers or extensions of any applicable statute of limitations to assess any amount

of Taxes. There are no outstanding requests by USFM or any of its Subsidiaries for any extension of time within which to file any Tax

Return or within which to pay any Taxes shown to be due on any Tax Return.

(h) Neither

USFM nor any of its Subsidiaries has made any change in accounting method (except as required by a change in Law) or received a ruling

from, or signed an agreement with, any Tax authority that would reasonably be expected to have a material impact on its Taxes following

the Closing. No power of attorney that has been granted by USFM or any of its Subsidiaries with respect to a Tax matter is currently in

effect.

(i) Neither

USFM nor any of its Subsidiaries has participated in any “listed transaction,” as defined in U.S. Treasury Regulation Section 1.6011-4(b)(2).

(j) Neither

USFM nor any of its Subsidiaries is liable for Taxes of any other Person (other than USFM or any of its Subsidiaries) under Treasury Regulation

Section 1.1502-6 or any similar provision of state, local or foreign Tax Law or as a transferee or successor or by Contract (other

than customary commercial Contracts not primarily related to Taxes).

(k) USFM

is not the subject of or bound by any private letter ruling, technical advice memorandum, closing agreement or similar ruling, memorandum

or agreement with any Governmental Authority with respect to any Taxes, nor is any request for such a ruling, memorandum, or agreement

outstanding.

(l) USFM

is not a party to or bound by any Tax allocation, indemnity or sharing agreement that would have continuing effect after the Closing Date,

other than, in each case, customary commercial Contracts not primarily related to Taxes.

(m) USFM

has not: (i) constituted either a “distributing corporation” or a “controlled corporation” (within the meaning

of Section 355(a)(1)(A) of the Code) in a distribution of securities qualifying for, or intended to qualify for, Tax-free treatment

under Section 355 of the Code (A) within the two-year period ending on the date hereof or (B) in a distribution which could

otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e)

of the Code) in conjunction with the transactions contemplated by this Agreement; or (ii) been during the applicable period set forth

in Section 897(c)(1), a U.S. real property holding corporation within the meaning of Section 897(c)(2) of the Code.

(n) Section

5.11(n) of the USFM Disclosure Letter lists the U.S. federal and state income Tax classification of USFM, and, except as set forth

in Section 5.11(n) of the USFM Disclosure Letter, such classification has not changed since the formation of USFM.

(o) USFM

will not be required to include any material item of income, or exclude any material item of deduction, for any taxable period (or portion

thereof) after the Closing Date as a result of: (i) an installment sale transaction occurring before the Closing governed by Section 453

of the Code (or any similar provision of state, local or non-U.S. Law) or open transaction occurring before the Closing; (ii) a disposition

occurring before the Closing reported as an open transaction for U.S. federal income Tax purposes (or any similar provision of state,

local, or non-U.S. Law); (iii) any prepaid amounts received prior to the Closing or deferred revenue realized, accrued or received

prior to the Closing; (iv) a change in method of accounting under Section 481 of the Code or any similar provision of state,

local or non-U.S. Law for any taxable period (or portion thereof) ending on or prior to the Closing (or as a result of an impermissible

method used prior to Closing); (v) an agreement entered into with any Governmental Authority (including a “closing agreement”

under Section 7121 of the Code) prior to the Closing; or (vi) intercompany transactions or any excess loss account described

in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state, local or non-U.S. income

Tax Law) that occurred or were in existence prior to the Closing.

Section 5.12 Employees

and Benefits. Section 5.12 of the USFM Disclosure Letter sets forth a true, correct and complete list of the directors, officers

and employees of USFM. Neither USFM nor any of its Subsidiaries has ever sponsored, maintained, contributed to (or been required to contribute

to), or has ever had any liability or obligation with respect to, any “employee benefit plan” (within the meaning of Section

3(3) of ERISA, whether or not subject to ERISA) or any other compensation, retirement, health and welfare or other benefit plan, program,

policy, agreement or arrangement. Neither the Ancillary Agreements nor the consummation of the transactions contemplated hereby (either

alone or upon the passage of time) will (a) cause any compensatory payment or benefit, including any retention, bonus, fee, distribution,

remuneration, or other compensation payable to any person who is or has been an employee or director of, or independent contractor to,

USFM (other than fees paid to consultants, advisors, placement agents or underwriters engaged by USFM in connection with its initial

public offering or this Agreement and the transactions contemplated hereby) to increase or become due to any such person or (b) result

in forgiveness of indebtedness with respect to any director, officer and employee of USFM.

Section 5.13 Transactions

with Affiliates. Neither USFM nor any of its Affiliates, nor any officer, director, manager, employee, trustee or beneficiary

of USFM or any of its Affiliates, nor any immediate family member of any of the foregoing (whether directly or indirectly through an

Affiliate of such Person) is presently a party to any transaction with USFM.

Section 5.14 Anti-Corruption

Compliance. Since its inception, neither USFM, nor, to the knowledge of USFM, any director, officer, employee or agent acting

on behalf of USFM, has offered or given anything of value to: (i) any official or employee of a Governmental Authority, any political

party or official thereof, or any candidate for political office or (ii) any other Person, in any such case while knowing that all

or a portion of such money or thing of value will be offered, given or promised, directly or indirectly, to any official or employee

of a Governmental Authority or candidate for political office, in each case in violation of the Anti-Bribery Laws. USFM has instituted

and maintains policies and procedures reasonably designed to ensure compliance in all material respects with the Anti-Bribery Laws. To

the knowledge of USFM, as of the date hereof, there are no current or pending internal investigations, third-party investigations (including

by any Governmental Authority), or internal or external audits that address any material allegations or information concerning possible

material violations of the Anti-Bribery Laws related to USFM.

Section 5.15 Information

Supplied. None of the information supplied or to be supplied by USFM specifically in writing for inclusion in the Registration

Statement will, at the date on which the Proxy Statement is first mailed to the Company Stockholders or the USFM Shareholders or at the

time of the Company Stockholders’ Meeting or the USFM Shareholders’ Meeting, contain any untrue statement of a material fact

or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the

circumstances under which they are made, not misleading. Notwithstanding the foregoing, USFM makes no representation, warranty or covenant

with respect to statements made or incorporated by reference therein based on information supplied by the Company Entities.

Section 5.16 No

Additional Representation or Warranties. Except as provided in this Article V (as modified by the USFM Disclosure Letter),

and the representations and warranties as may be provided in the other agreements entered into in connection with the transactions contemplated

by this Agreement, neither USFM nor any of its Representatives has made, or is making, any representation or warranty of any kind or

nature whatsoever, oral or written, express or implied, relating to or with respect to this Agreement or the transactions contemplated

hereby to the Company or any of its Subsidiaries or Affiliates. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED IN THIS Section 5.16

(INCLUDING THE USFM DISCLOSURE LETTER), USFM MAKES NO OTHER REPRESENTATIONS OR WARRANTIES TO THE COMPANY ENTITIES, ORAL OR WRITTEN, EXPRESS

OR IMPLIED, WITH RESPECT TO USFM OR ITS BUSINESSES, OPERATIONS, PROPERTIES, LIABILITIES, OR OBLIGATIONS, WHETHER ARISING BY STATUTE OR

OTHERWISE IN LAW, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. USFM acknowledges

and agrees that, except for the representations and warranties contained in Article IV (as modified by the Company Disclosure

Letter) and in other agreements entered into in connection with the transactions contemplated by this Agreement, neither Company or its

Affiliates nor any other Person has made or is making any representation or warranty, express or implied, as to the accuracy or completeness

of any information, data, or statement regarding the Company Entities or the transactions contemplated hereunder, including in respect

of the Company and the business, the operations, prospects, or condition (financial or otherwise), or the accuracy or completeness of

any document, projection, material, statement, or other information not expressly set forth in Article IV (as modified by the

Company Disclosure Letter) or in other agreements entered into in connection with the transactions contemplated by this Agreement. USFM

is not relying on any representations or warranties other than those representations or warranties set forth in Article IV (as

modified by the Company Disclosure Letter) and the representations and warranties as may be provided in other agreements entered into

in connection with the transactions contemplated by this Agreement.

Article

COVENANTS OF THE COMPANY

Section 6.1 Conduct

of Business. From the date of this Agreement through the earlier of the Closing or valid termination of this Agreement pursuant

to Article X (the “Interim Period”), the Company shall, and shall cause its Subsidiaries to, except as set

forth on Section 6.1 of the Company Disclosure Letter, as otherwise explicitly required by this Agreement or the Ancillary Agreements,

as required by applicable Law or as consented to by USFM in writing (which consent shall not be unreasonably conditioned, withheld, delayed

or denied) operate the business of the Company and its Subsidiaries in the ordinary course consistent with past practice. Without limiting

the generality of the foregoing, during the Interim Period, except as set forth on Section 6.1 of the Company Disclosure Letter

or as consented to by USFM in writing (which consent, other than in connection with Section 6.1(b), shall not be unreasonably

conditioned, withheld, delayed or denied) the Company shall not, and the Company shall cause its Subsidiaries not to, except as otherwise

contemplated by this Agreement or the Ancillary Agreements or required by Law:

(a) change

or amend the Governing Documents of the Company or any of the Company’s Subsidiaries;

(b) issue,

sell, pledge, dispose of, grant, transfer, subject to any Lien or encumber any shares of capital stock of, or other securities in, the

Company Entities;

combine, reclassify, recapitalize or otherwise amend any terms of any securities or series of the Company’s or any of its Subsidiaries’

capital stock or equity interests, except for any such transaction by a wholly owned Subsidiary of the Company that remains a wholly owned

Subsidiary of the Company after consummation of such transaction;

(d) purchase,

repurchase, redeem or otherwise acquire any issued and outstanding share capital, outstanding shares of capital stock, membership interests

or other equity interests of the Company Entities, except for (i) the acquisition by the Company Entities of any shares of capital

stock, membership interests or other equity interests of the Company Entities in connection with the forfeiture or cancellation of such

interests, (ii) transactions between the Company and any wholly owned Subsidiary of the Company or between wholly owned Subsidiaries

of the Company and (iii) transactions pursuant to Company Material Contracts in effect as of the date hereof;

(e) enter

into, modify or otherwise amend in a manner material and adverse to the Company Entities, waive any material right or obligation, or

terminate (other than expiration in accordance with its terms or termination due to uncured breach) any Company Material Contract or

Contract of a type required to be listed on Section 4.12(a) of the Company Disclosure Letter had such Contract been entered into

prior to the date of this Agreement, other than (i) in the ordinary course of business consistent with past practices or as required

by Law or (ii) in accordance with Section 8.9;

(f) enter

into, modify or otherwise amend, waive any material right or obligation, or terminate any Contract with an Affiliate of the Company other

than as required by Law;

(g) sell,

assign, transfer, convey, lease, subject to any Lien or encumber or otherwise dispose of any material tangible assets or properties of

the Company Entities, except for (i) transactions among the Company and its wholly owned Subsidiaries or among its wholly owned Subsidiaries,

or (ii) transactions in the ordinary course of business consistent with past practice and/or due to obsolescence;

(h) except

as otherwise required by Law, existing Company Benefit Plans, this Agreement or the Contracts listed on Section 4.13 of the Company

Disclosure Letter, (i) grant any equity-based compensation, severance, retention, change in control or termination or similar pay,

(ii) make any change in the key management structure of the Company Entities, including the hiring of additional officers or the

termination of existing officers, other than terminations for cause or due to death, disability, resignation or retirement, (iii) terminate,

adopt, enter into or materially amend any Company Benefit Plan (other than to conduct its annual renewal and reenrollment of its health

and welfare plans in the ordinary course of business), (iv) increase the cash compensation or bonus opportunity of any employee, officer,

director or other individual service provider, except in the ordinary course of business consistent with past practice or as reflected

in any budget or financial forecast provided to USFM prior to the date hereof, (v) establish any trust or take any other similar

action to secure the payment of any compensation payable by the Company Entities, or (vi) take any action to amend or waive any

performance or vesting criteria or to accelerate the time of payment or vesting of any compensation or benefit payable by the Company

Entities;

(i) enter

into or extend any collective bargaining agreement or similar labor agreement, other than as required by applicable Law, or recognize

or certify any labor union, labor organization, or group of employees of the Company Entities as the bargaining representative for any

employees of the Company Entities;

(j) (x) merge,

consolidate or combine with any Person or (y) acquire or agree to acquire by merging or consolidating with, or by purchasing any

equity interest in or a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or

other business organization or division thereof, or otherwise acquire or agree to acquire any assets;

(k) (i) issue

or sell any debt securities or warrants or other rights to acquire any debt securities of the Company Entities, (ii) incur, advance,

make capital contributions to, or investments in, assume or otherwise become liable for any Indebtedness for borrowed money in excess

of $1,000,000 individually or $5,000,000 in the aggregate, (iii) guarantee any Indebtedness of another Person in excess of $250,000

individually or $5,000,000 in the aggregate, (iv) make or commit to make capital expenditures other than in an amount not in excess

of $500,000, in the aggregate, except in the ordinary course of business and consistent with past practice, or (v) create any material

Liens on any material property or assets of any Company Entity in connection with any Indebtedness thereof (other than Permitted Liens);

(l) (i) make,

rescind or otherwise change any material election relating to Taxes, (ii) settle any claim, action, suit, litigation, proceeding,

arbitration, investigation, audit or controversy relating to Taxes, (iii) enter into any closing agreement or any similar agreement

relating to Taxes, (iv) file any amended income or other material Tax Return, (v) surrender any claim for any material Tax refund,

(vi) make any material change in its Tax policies or procedures, (vii) consent to any extension or waiver of any limitation

period with respect to any income or other Tax claim or assessment, (viii) enter into a Tax allocation agreement, Tax sharing agreement

or Tax indemnity agreement (other than any such agreements the primary purpose of which is unrelated to Tax); or (ix) grant any power

of attorney relating to any Tax matter;

(m) adopt

a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other

reorganization of any Company Entity;

(n) waive,

release, settle, compromise or otherwise resolve any inquiry, investigation, claim, litigation or other Legal Proceedings, other than

where such action is solely monetary in nature and does not exceed $500,000 individually or $1,000,000 in the aggregate;

(o) transfer,

license, sublicense, sell, transfer, assign, dispose of, abandon, fail to enforce or permit to lapse any rights to any Company IP or Company

IP Licenses;

(p) terminate

without replacement or amend in a manner materially detrimental to the Company Entities, taken as a whole any License or Insurance Policy;

(q) authorize,

agree in writing or otherwise agree, commit or resolve to take any of the actions described in this Section 6.1.

The Parties acknowledge and agree

that the restrictions set forth in this Agreement are not intended to give USFM, directly or indirectly, the right to control or direct

the business or operations of the Company and its Subsidiaries any time prior to the First Effective Time. Prior to the First Effective

Time, the Company and its Subsidiaries will exercise, consistent with the terms, conditions and restrictions of this Agreement, complete

control and supervision over their own business and operations.

Section 6.2 Pre-Closing

CVR Restructuring.

(a) Prior

to the Closing Date, the Company, Assetco and the Trust will consummate the Pre-Closing CVR Restructuring pursuant to which such parties

shall: (a) form Assetco as a wholly-owned Subsidiary of the Company; (b) cause the contribution of all of the Company Assets and Liabilities

from the Company to Assetco in exchange for all of Assetco’s issued and outstanding shares of capital stock (the “Assetco

Contribution”), using a contribution agreement in a form reasonably satisfactory to USFM (the “Pre-Closing Company

Assets and Liabilities Contribution Agreement”); (c) form the Trust as a wholly-owned Subsidiary of the Company; (d) cause

the contribution of all of the issued and outstanding shares of capital stock of Assetco from the Company to the Trust in exchange for

all of the Trust’s contingent value rights interests, using a contribution agreement in a form reasonably satisfactory to USFM

(the “Pre-Closing Assetco Shares Contribution Agreement”); and (e) cause the distribution of the contingent value

rights interests from the Company to the Company Stockholders (the “CVR Interests Distribution”), using a distribution

agreement in a form reasonably satisfactory to USFM (the “Pre-Closing CVR Interests Distribution Agreement” and, together

with the Pre-Closing Company Assets and Liabilities Contribution Agreement and Pre-Closing Assetco Shares Contribution Agreement, the

“Pre-Closing CVR Restructuring Agreements”), after which the Company shall retain no ownership or other interest (whether

in the form of stock, trust interests, or otherwise) in either the Trust or Assetco (such steps collectively, the “Pre-Closing

CVR Restructuring”).

(b) If,

at any time after the Closing, the Company Entities or any of their respective Affiliates owns or is in possession of any Company Asset

and Liability, then Pubco shall cause such Company Entity to promptly transfer or assign, or cause its applicable Affiliate to transfer

or assign, such Company Assets and Liabilities to Assetco (and Assetco shall accept and irrevocably assume any such Company Assets and

Liabilities), for no additional consideration. Until the transfer of any such Company Assets and Liabilities are effected, the Company

shall, or shall cause its applicable Affiliate to, preserve the value of, and hold in trust for the use and benefit of, Assetco or its

designated Affiliates such Company Assets and Liabilities and provide to Assetco or its designated Affiliates all of the benefits arising

from such funds or assets and otherwise cause such Company Assets and Liabilities to be used as reasonably instructed by Pubco, USFM,

Assetco or their designated Affiliates.

Section 6.3 Stockholder

Litigation. Except for the matter described on Section 6.3 of the Company Disclosure Letter, in the event that any

litigation related to this Agreement, any Ancillary Agreement, the Reincorporation Matter or the transactions contemplated hereby or

thereby is brought, or, to the knowledge of the Company, threatened in writing, against the Company or the Company Board by any of the

Company Stockholders prior to the Closing, the Company shall promptly notify USFM in writing of any such litigation and keep USFM reasonably

informed with respect to the status thereof. The Company shall provide USFM the opportunity to participate in (subject to a customary

joint defense agreement), at the sole cost and expense of USFM, but not control, the defense of any such litigation, shall give due consideration

to USFM’s advice with respect to such litigation and shall not settle any such litigation without prior written consent of USFM,

such consent not to be unreasonably withheld, conditioned or delayed.

Section 6.4 Inspection.

Subject to confidentiality obligations that may be applicable to information furnished to the Company Entities by third parties that

may be in the Company Entities’ possession from time to time, and except for any information that is subject to attorney-client

privilege (provided that to the extent possible, the parties shall cooperate in good faith to permit disclosure of such information in

a manner that preserves such privilege or compliance with such confidentiality obligation), and to the extent permitted by applicable

Law, (a) the Company shall, and shall cause its Subsidiaries to, afford to USFM and its accountants, counsel and other representatives

reasonable access during the Interim Period (including for the purpose of coordinating transition planning for employees), during normal

business hours and with reasonable advance notice, in such manner as to not materially interfere with the ordinary course of business

of the Company Entities, to all of their respective properties, books, Contracts, commitments, Tax Returns, records and appropriate officers

and employees of the Company Entities, and shall furnish such representatives with all financial and operating data and other information

concerning the affairs of the Company Entities as such representatives may reasonably request, including all monthly income statements

prepared by the Company Entities; provided that such access shall not include any unreasonably invasive or intrusive investigations or

other testing, sample or analysis of any properties, facilities or equipment of the Company Entities without the prior written consent

of the Company, and (b) the Company shall, and shall cause its Subsidiaries to, provide to USFM and, if applicable, its accountants,

counsel or other representatives, (x) such information and such other materials and resources relating to any material Legal Proceeding

initiated, pending or threatened during the Interim Period, in each case, as USFM or such representative may reasonably request, (y) prompt

written notice of any material status updates in connection with any such material Legal Proceedings, and (z) copies of any communications

sent or received by the Company Entities in connection with such material Legal Proceedings, matters and decisions (and, if any such

communications occurred orally, the Company shall, and shall cause its Subsidiaries to, memorialize such communications in writing to

USFM). All information obtained by USFM and its Subsidiaries and their respective representatives pursuant to this Section 6.4

shall be subject to the Confidentiality Agreement. Neither USFM nor its accountants, counsel and other representatives will contact any

employee, customer, or supplier of any Company Entity without the prior written consent of the Company, and the Company shall have the

right to have a representative participate in any such discussion.

Section 6.5 Listing.

During the Interim Period, the Company shall use its reasonable best efforts to remain listed as a public company on Nasdaq.

Section 6.6 No

Trading. The Company acknowledges and agrees that it is aware, and that the Company’s Representatives are aware, or

upon receipt of any material nonpublic information will be advised, of the restrictions imposed by Laws on a Person possessing material

nonpublic information about a publicly traded company. The Company hereby agrees that, while it is in possession of such material nonpublic

information, it shall not purchase or sell any securities of USFM (other than engaging in the transactions described herein), communicate

such information to any third party (other than its Representatives that need to know such information in furtherance of the consummation

of the transactions contemplated by this Agreement and the Ancillary Agreements), take any other action with respect to USFM in violation

of such Laws, or cause or encourage any third party to do any of the foregoing. USFM acknowledges and agrees that it is aware, and that

USFM’s Representatives are aware, or upon receipt of any material nonpublic information will be advised, of the restrictions imposed

by Laws on a Person possessing material nonpublic information about a publicly traded company. USFM hereby agrees that, while it is in

possession of such material nonpublic information, it shall not purchase or sell any securities of the Company (other than engaging in

the transactions described herein), communicate such information to any third party (other than its Representatives that need to know

such information in furtherance of the consummation of the transactions contemplated by this Agreement and the Ancillary Agreements),

take any other action with respect to the Company in violation of such Laws, or cause or encourage any third party to do any of the foregoing.

Section 6.7 Conduct

of Business by Pubco and the Merger Subs. During the Interim Period, each of Pubco, Merger Sub I, and Merger Sub II shall

acquire no assets nor engage in any activities other than as may be required by Law, the execution of any transaction documents to which

it is party and the performance of its obligations hereunder and thereunder in furtherance of the transactions contemplated hereby (and

matters ancillary thereto).

Article

VII

COVENANTS OF USFM

Section 7.1 Conduct

of Business.

(a) During

the Interim Period, USFM shall, and shall cause its Subsidiaries to, except as otherwise explicitly required by this Agreement or the

Ancillary Agreements, as required by applicable Law or as consented to by the Company in writing (which consent shall not be unreasonably

conditioned, withheld, delayed or denied) use reasonable best efforts to, operate the business of USFM in the ordinary course consistent

with past practice. Without limiting the generality of the foregoing, except as consented to by the Company in writing (which consent

shall not be unreasonably conditioned, withheld, delayed or denied), USFM shall not, and USFM shall cause its Subsidiaries not to, except

as otherwise contemplated by this Agreement or the Ancillary Agreements or as required by applicable Law:

(i) change,

modify or amend or seek any approval from the USFM Shareholders to change, modify or amend, the Governing Documents of USFM, except as

contemplated by the USFM Transaction Proposals;

(ii) (x) make

or declare any dividend or distribution to the shareholders of USFM or make any other distributions in respect of any of the share capital

or equity interests of USFM or any of its Subsidiaries, (y) except for any forward split deemed reasonably necessary by the USFM

Board to comply with USFM’s obligations under Section 7.2, split, combine, reclassify or otherwise amend any terms of any

shares or series of the equity interests of USFM or any of its Subsidiaries, or (z) purchase, repurchase, redeem or otherwise acquire

any issued and outstanding share capital, outstanding shares of capital stock, share capital or membership interests, warrants or other

equity interests of USFM;

(iii) create,

incur or assume any Indebtedness or guarantee any Indebtedness of another Person, issue or sell any debt securities or warrants or other

rights to acquire any debt securities of USFM or any of its Subsidiaries;

(iv) (A) issue

any USFM Common Stock or securities exercisable for or convertible into USFM Common Stock, other than the issuances contemplated by Article

III or any forward split deemed reasonably necessary by the USFM Board to comply with USFM’s obligations under Section 7.2,

or (B) grant any options, warrants or other equity-based awards with respect to USFM Common Stock not outstanding on the date hereof;

(v) merge

or consolidate itself with any Person, restructure, reorganize or completely or partially liquidate or dissolve, or adopt or enter into

a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization of USFM;

(vi) except

for the Ancillary Agreements, enter into or amend any Contract with an Affiliate;

(vii) discharge,

settle, compromise, satisfy or consent to any entry of any judgment with respect to any pending Legal Proceeding or Legal Proceeding threatened

in writing;

(viii) other

than in the ordinary course of business consistent with past practice, make any loans, advances or capital contributions to, or investments

in, any other Person (including to any of its officers, directors, agents or consultants), make any change in its existing borrowing or

lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the

financial condition of any other Person;

(ix) make

any change in financial accounting methods, principles or practices, except insofar as may have been required by a change in GAAP or applicable

Law;

(x) (i)

make, rescind or otherwise change any material election relating to Taxes, (ii) settle any claim, action, suit, litigation, proceeding,

arbitration, investigation, audit or controversy relating to Taxes, (iii) enter into any closing agreement or any similar agreement relating

to Taxes, (iv) file any amended income or other material Tax Return, (v) surrender any claim for refund, (vi) make any material change

in its Tax policies or procedures, (vii) consent to any extension or waiver of any limitation period with respect to any income or other

Tax claim or assessment, (viii) enter into a Tax allocation agreement, Tax sharing agreement or Tax indemnity agreement (other than any

such agreements the primary purpose of which is unrelated to Tax); or (ix) grant any power of attorney relating to any Tax matter;

(xi) adopt

a plan of, or otherwise enter into or effect a, complete or partial liquidation, dissolution, restructuring, recapitalization or other

reorganization of USFM; or

(xii) authorize,

agree in writing or otherwise agree, commit or resolve to take any of the actions described in this Section 7.1.

(b) During

the Interim Period, USFM shall, and shall cause its Subsidiaries to comply with, and continue performing under, as applicable, USFM’s

Governing Documents and all other agreements or Contracts to which USFM or its Subsidiaries may be a party, other than such agreements

or Contracts in violation of this Agreement.

Parties acknowledge and agree that the restrictions set forth in this Agreement are not intended to give Company, Pubco, or the Merger

Subs, directly or indirectly, the right to control or direct the business or operations of USFM any time prior to the First Effective

Time. Prior to the First Effective Time, USFM will exercise, consistent with the terms, conditions and restrictions of this Agreement,

complete control and supervision over its own business and operations.

Section 7.2 Listing.

Pubco, USFM and the Company shall cooperate (a) in the preparation and submission to the NYSE, NYSE American (or such other exchange

as the Parties shall mutually agreement including Nasdaq) a listing application under NYSE rules and regulations (or the rules and regulations

of such other national securities exchange as the Parties agree to list on), as promptly as practicable after the execution of this Agreement,

covering the Company Consideration Shares, and (b) to obtain approval for the listing of such Company Consideration Shares. USFM

shall reasonably cooperate with the Company and Pubco with respect to such listing and shall be given a reasonable opportunity to review

and comment on such application and other proposed filings with NYSE, NYSE American (or such other national securities exchange as the

Parties shall mutually agree to list on).

Section 7.3 Post-Closing

Directors and Officers of Pubco.

(a) Pubco

and the Company shall take all such action within their power as may be necessary or appropriate such that immediately following the First

Effective Time, the Pubco Board shall initially consist of five (5) directors, a majority of which will be independent under NYSE, NYSE

American or such other applicable national securities exchange rules and regulations, and all five (5) directors nominees, shall be designated

by USFM.

(b) If

any Person nominated pursuant to Section 7.3 is not duly elected, the Parties shall take all necessary action to fill any such vacancy

on the Pubco Board with an alternative Person designated by USFM pursuant to Section 7.3.

Section 7.4 Inspection.

Subject to confidentiality obligations that may be applicable to information furnished to USFM by third parties that may be in USFM’s

possession from time to time, and except for any information that is subject to attorney-client privilege (provided that to the extent

possible, the parties shall cooperate in good faith to permit disclosure of such information in a manner that preserves such privilege

or compliance with such confidentiality obligation), and to the extent permitted by applicable Law, USFM shall, and shall cause its Subsidiaries

to, afford to the Company and its accountants, counsel and other representatives reasonable access during the Interim Period, during

normal business hours and with reasonable advance notice, in such manner as to not materially interfere with the ordinary course of business

of USFM, to all of the properties, books, Contracts, commitments, Tax Returns, records and appropriate officers and employees of USFM,

and shall furnish such representatives with all financial and operating data and other information concerning the affairs of USFM as

such representatives may reasonably request. All information obtained by the Company and its respective representatives pursuant to this

Section 7.4 shall be subject to the Confidentiality Agreement.

Article

VIII

JOINT COVENANTS

Section 8.1 HSR

Act; Other Filings.

(a) In

connection with the transactions contemplated hereby, each of the Company and USFM shall (and, to the extent required, shall cause its

Affiliates to) comply promptly but in no event later than ten (10) Business Days after the date hereof with the notification and reporting

requirements of the HSR Act, if required. Each of the Company and USFM shall substantially comply with any Antitrust Information or Document

Requests.

(b) Each

of the Company and USFM shall (and, to the extent required, shall cause its Affiliates to) request early termination (if available) of

any waiting period under the HSR Act and exercise its reasonable best efforts to (i) obtain termination or expiration of the waiting

period under the HSR Act, if required, and (ii) prevent the entry, in any Legal Proceeding brought by an Antitrust Authority or any

other Person, of any Governmental Order which would prohibit, make unlawful or delay the consummation of the transactions contemplated

hereby.

the Company and their respective affiliates shall cooperate in good faith with Governmental Authorities and undertake promptly any and

all action required to complete lawfully the transactions contemplated hereby as soon as practicable (but in any event prior to the Agreement

End Date) and any and all action necessary or advisable to avoid, prevent, eliminate or remove the actual or threatened commencement of

any proceeding in any forum by or on behalf of any Governmental Authority or the issuance of any Governmental Order that would delay,

enjoin, prevent, restrain or otherwise prohibit the consummation of the Mergers; provided, however, that none of USFM, the Company, nor

any of their respective Affiliates shall be required to (i) divest or hold separate, or enter into any licensing or similar arrangement

with respect to, any assets or any portion of their respective businesses or to otherwise propose, proffer or agree to any other requirement,

obligation, condition or restriction on the conduct of any such business or (ii) terminate, amend or assign existing relationships

and contractual rights and obligations thereof. Notwithstanding anything to the contrary, the foregoing shall not restrict USFM, the Company,

nor any of their respective Affiliates in any way with respect to the pursuit of any transaction for such Affiliates’ investment

vehicles other than USFM and the Company and their respective Subsidiaries.

(d) With

respect to each of the above filings, and any other requests, inquiries, Legal Proceedings or other proceedings by or from Governmental

Authorities, each of the Company and USFM shall (and, to the extent required, shall cause its controlled Affiliates to) (i) diligently

and expeditiously defend and use reasonable best efforts to obtain any necessary clearance, approval, consent, or Governmental Authorization

under Laws prescribed or enforceable by any Governmental Authority for the transactions contemplated by this Agreement and to resolve

any objections as may be asserted by any Governmental Authority with respect to the transactions contemplated by this Agreement; and (ii) cooperate

fully with each other in the defense of such matters. To the extent not prohibited by Law, the Company shall promptly furnish to USFM,

and USFM shall promptly furnish to the Company, copies of any notices or written communications received by such party or any of its Affiliates

from any third party or any Governmental Authority with respect to the transactions contemplated hereby, and each party shall permit counsel

to the other parties an opportunity to review in advance, and each party shall consider in good faith the views of such counsel in connection

with, any proposed written communications by such party and/or its Affiliates to any Governmental Authority concerning the transactions

contemplated hereby; provided that none of the parties shall extend any waiting period or comparable period under the HSR Act or enter

into any agreement with any Governmental Authority without the written consent of the other parties. To the extent not prohibited by Law,

the Company agrees to provide USFM and its counsel, and USFM agrees to provide the Company and its counsel, the opportunity, on reasonable

advance notice, to participate in any substantive meetings or discussions, either in person or by telephone, between such party and/or

any of its Affiliates, agents or advisors, on the one hand, and any Governmental Authority, on the other hand, concerning or in connection

with the transactions contemplated hereby.

(e) Each

of the Company, on the one hand, and USFM, on the other, shall be responsible for and pay one-half of the filing fees payable to the Antitrust

Authorities in connection with the transactions contemplated hereby.

Section 8.2 Preparation

of Registration Statement and Proxy Statement; Stockholders’ Meeting and Approvals.

(a) Proxy

Statement and Registration Statement.

(i) As

promptly as practicable after the execution of this Agreement, (x) Pubco, USFM and the Company shall jointly prepare and Pubco shall

file with the SEC, a Registration Statement on Form S-4 (the “Registration Statement”) which shall include a joint

proxy statement to be sent to the USFM Shareholders relating to the USFM Shareholders’ Meeting and to the holders of Company Common

Stock relating to the Company Stockholders’ Meeting (such proxy statement, together with any amendments or supplements thereto,

the “Proxy Statement”) and which will also be included as a prospectus, in connection with the registration under

the Securities Act of the Company Consideration Shares issued in connection with the First Merger and the Pubco Common Shares issued

in connection with the Second Merger. Each of Pubco, USFM and the Company shall use their reasonable best efforts to cause the Registration

Statement and the Proxy Statement to comply with the rules and regulations promulgated by the

SEC, to have the Registration Statement

declared effective under the Securities Act as promptly as practicable after such filing and to keep the Registration Statement effective

as long as is necessary to consummate the transactions contemplated hereby. Pubco and the Company also agree to use their reasonable

best efforts to obtain all necessary state securities law or “Blue Sky” permits and approvals required to carry out the transactions

contemplated hereby, and the Company shall furnish all information concerning the Company, its Subsidiaries and any of their respective

members or stockholders as may be reasonably requested in connection with any such action. Each of Pubco, USFM and the Company agrees

to promptly furnish to the other party all information concerning itself, its Subsidiaries, officers, directors, managers, stockholders,

and other equity holders and information regarding such other matters as may be reasonably necessary or advisable or as may be reasonably

requested in connection with the Registration Statement, the Proxy Statement, any Current Report on Form 8-K pursuant to the Exchange

Act in connection with the transactions contemplated by this Agreement, or any other statement, filing, notice or application made by

or on behalf of Pubco, USFM, the Company or their respective Subsidiaries to any regulatory authority (including NYSE, NYSE American

or Nasdaq, as applicable) in connection with the Mergers and the other transactions contemplated hereby (the “Offer Documents”).

The Company will cause the Proxy Statement to be mailed to the Company Stockholders in each case promptly after the Registration Statement

is declared effective under the Securities Act. The Proxy Statement shall comply with all applicable requirements under the Dissenter’s

Rights Statute.

(ii) To

the extent not prohibited by Law, each Party shall advise the other, reasonably promptly after it receives notice thereof, of the time

when the Registration Statement, has become effective or any supplement or amendment to the Proxy Statement has been filed, of the issuance

of any stop order or the suspension of the qualification of the Company Common Stock for offering or sale in any jurisdiction, of the

initiation or written threat of any proceeding for any such purpose, or of any request by the SEC for the amendment or supplement of the

Registration Statement or Proxy Statement, as applicable, or for additional information. To the extent not prohibited by Law, each Party

and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement and Proxy Statement, as applicable,

and any other Offer Document each time before any such Offer Document is filed with the SEC, and each Party shall give reasonable and

good faith consideration to any comments made by the other and its counsel. To the extent not prohibited by Law, each Party shall provide

the other Party and its counsel with (A) any comments or other communications, whether written or oral, that it or its counsel may

receive from time to time from the SEC or its staff with respect to the Registration Statement or Proxy Statement, as applicable, or other

Offer Documents promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate

in the response of such Party to those comments and to provide comments on that response (to which reasonable and good faith consideration

shall be given), including by participating with such Party or its counsel in any discussions or meetings with the SEC.

(iii) Each

of Pubco, USFM and the Company shall ensure that none of the information supplied by or on its behalf for inclusion or incorporation by

reference in (A) the Registration Statement or Proxy Statement will, at the time the Registration Statement is filed with the SEC,

at each time at which it is amended and at the time it becomes effective under the Securities Act, contain any untrue statement of a material

fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading or (B) the

Proxy Statement will, at the date it is first mailed to the Company Stockholders and at the time of the Company Stockholders’ Meeting,

contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order

to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing,

(x) neither Pubco nor the Company shall be liable for any information in any Offer Document related to USFM or provided by or approved

by USFM or their respective Representatives (or the omission of any information regarding USFM) and (y) USFM shall not be liable for any

information in any Offer Document related to the Company and/or Pubco or provided by or approved by the Company, Pubco or their Representatives

(or the omission of any information regarding the Company and/or Pubco).

(iv) If

at any time prior to the Closing any information relating to the Company, USFM, Pubco or any of their respective Subsidiaries, Affiliates,

directors or officers is discovered by the Company, USFM or Pubco, which is required to be set forth in an amendment or supplement to

the Registration Statement, Proxy Statement, or other Offer Document, in each case, so that neither of such Offer Documents would include

any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, with respect to the Registration

Statement, Proxy Statement, or other Offer Document in light of the circumstances under which they were made, not misleading, the Party

which discovers such information shall promptly notify the other Parties and an appropriate amendment or supplement describing such information

shall be promptly filed with the SEC and, to the extent required by Law, disseminated to the Company Stockholders or USFM Shareholders.

(v) As

used herein, the term “Pubco Financial Statements” means the (i) audited financial statements of Pubco (including,

in each case, any related notes thereto), consisting of the balance sheets of Pubco to be included in the Registration Statement, and

the related audited statements of operations, changes in equity and statements of cash flows for the fiscal year then ended, each audited

by a PCAOB qualified auditor in accordance with GAAP and PCAOB standards (the “Pubco Audited Financial Statements”),

and (ii) Pubco prepared financial statements, consisting of the balance sheet and the related statements of operations, changes

in equity and statement of cash flows to be included in the Registration Statement (the “Pubco Interim Financial Statements”).

Pubco and the Company shall provide true and correct copies of the Financial Statements. The Pubco Financial Statements shall (i) accurately

reflect the books and records of Pubco as of the times and for the periods referred to therein, (ii) be prepared in accordance with

GAAP, consistently applied throughout and among the periods involved (except as may be indicated in the notes thereto and, in the case

of the Pubco Interim Financial Statements, the absence of footnotes or the inclusion of limited footnotes), and (iii) fairly present,

in all material respects, the financial position of Pubco as of the respective dates thereof and the results of the operations and cash

flows of Pubco for the periods indicated (subject, in the case of the Pubco Interim Financial Statements, to normal, recurring or immaterial

year-end adjustments and the absence of footnotes). Since its inception, Pubco has not made or adopted any material change in its accounting

methods, practices or policies. Pubco maintains systems of internal accounting controls that are designed to provide reasonable assurance

that books and records of Pubco have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable

legal and accounting requirements.

(b) USFM

Shareholder Approvals. As promptly as reasonably practicable after the effectiveness of the Registration Statement, USFM shall, in

accordance with USFM’s Governing Documents and the Colorado Act, duly (1) give notice of and (2) convene and hold a meeting

(the “USFM Shareholders’ Meeting”) of the USFM Shareholders in accordance with USFM’s Governing Documents

and the Colorado Act. USFM shall, through the USFM Board, recommend to the USFM Shareholders the (A) adoption and approval of this

Agreement in accordance with applicable Law, including approval of the Mergers, (B) authorizing the issuance of the Company Consideration

Shares in connection with the First Merger and Pubco Common Shares in connection with the Second Merger, (C) election of directors

effective as of the Closing as contemplated by Section 7.3, (D) adoption and approval of any other proposals as the SEC (or

staff member thereof) may indicate are necessary in its comments to the Registration Statement or correspondence related thereto, (E) adoption

and approval of any other proposals as reasonably agreed by USFM, Pubco and the Company to be necessary or appropriate in connection

with the transactions contemplated hereby and (F) adjournment of the USFM Shareholders’ Meeting, if necessary, to permit further

solicitation of proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through

(F), together, the “USFM Transaction Proposals”), and include such recommendation in the Proxy Statement. The USFM

Board shall not withdraw, amend, qualify or modify, or publicly propose to change, withdraw, withhold, qualify or modify, its recommendation

to USFM Shareholders that they vote in favor of the USFM Transaction Proposals (together with any withdrawal, amendment, qualification

or modification of its recommendation to USFM Shareholders described in this Section 8.2(b), an “USFM Modification in Recommendation”).

To the fullest extent permitted by applicable Law, (x) USFM’s obligations to establish a record date for, duly call, give

notice of, convene and hold the USFM Shareholders’ Meeting shall not be affected by any USFM Modification in Recommendation, (y) USFM

agrees to establish a record date for, duly call, give notice of, convene and hold the USFM Shareholders’ Meeting and submit for

approval the USFM Transaction Proposals and (z) USFM agrees that if the USFM Shareholder Approvals shall not have been obtained

at any such USFM Shareholders’ Meeting, then USFM shall promptly continue to use its reasonable best efforts to take actions, including

the actions required by this Section 8.2(b), and hold additional meetings of the USFM Shareholders in order to obtain the USFM

Shareholder Approvals. USFM may only adjourn (and, in the case of the foregoing clauses (i) and (ii), shall adjourn) the USFM Shareholders’

Meeting (i) to solicit additional proxies for the purpose of obtaining the USFM Shareholder Approvals, (ii) for the absence

of a quorum and (iii) to allow reasonable additional time for the filing or mailing of any supplemental or amended disclosure that

USFM has determined in good faith after consultation with outside legal counsel is required under applicable Law and for such supplemental

or amended disclosure to be disseminated and reviewed by USFM Shareholders prior to the USFM Shareholders’ Meeting; provided that

the USFM Shareholders’ Meeting (x) may not be adjourned to a date that is more than fifteen (15) Business Days after the date

for which the USFM Shareholders’ Meeting was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall

not be held later than five (5) Business Days prior to the Agreement End Date.

Stockholder Approval. The Company shall as promptly as practicable after the Registration Statement is declared effective under the

Securities Act, (i) cause the Proxy Statement included in the Registration Statement to be disseminated to Company Stockholders

in compliance with applicable Law, (ii) duly (1) give notice of and (2) convene and hold a meeting of its stockholders

(the “Company Stockholders’ Meeting”) in accordance with the

Company’s Governing Documents, for a date

no later than thirty (30) Business Days following the date the Registration Statement is declared effective, and (iii) solicit proxies

from the holders of Company Common Stock to vote in favor of each of the Company Transaction Proposals. The Company shall, through the

Company Board, recommend to its stockholders the (A) approval of the First Merger in accordance with applicable Law and exchange

rules and regulations, (B) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary

in its comments to the Registration Statement or correspondence related thereto, (C) adoption and approval of any other proposals

as reasonably agreed by USFM and the Company to be necessary or appropriate in connection with the transactions contemplated hereby,

and (D) postponement or adjournment of the Company Stockholders’ Meeting, if necessary, to permit further solicitation of

proxies because there are not sufficient votes to approve and adopt any of the foregoing (such proposals in (A) through (D), together,

the “Company Transaction Proposals”).

(d) Notwithstanding

anything to the contrary contained in Section 8.2(c), and subject to compliance with this Section 8.2 and Section 8.11,

if at any time prior to approval and adoption of this Agreement by the Requisite Vote, (i) the Company receives a bona fide unsolicited

written Acquisition Proposal that did not result from a breach of this Section 8.2 or Section 8.11 and that the Company

Board determines, following consultation with its outside legal counsel and financial advisor, to be a Superior Proposal, or (ii) as

a result of a material development or change in circumstances (other than any such event, development or change to the extent (A) known

or reasonably foreseeable to the Company, the Company Board or any of its executive officers as of the date of this Agreement or (B)

related to (1) any Acquisition Proposal or the consequences thereof, (2) any events, developments or changes relating to USFM, or (3)

the fact, in and of itself, that the Company meets or exceeds internal budgets, plans or forecasts of its revenues, earnings or other

financial performance or results of operations) that affects the business, assets or operations of the Company that occurs or arises

after the date of this Agreement (a “Company Intervening Event”), the Company Board may withhold, amend, withdraw

or modify the Company Board Recommendation (or publicly propose to withhold, amend, withdraw or modify the Company Board Recommendation)

in a manner adverse to USFM (collectively, a “Company Board Adverse Recommendation Change”) if, but only if, (x) in

the case of a Superior Proposal, following the receipt of and on account of such Superior Proposal, (i) the Company Board determines

in good faith, based on the advice of its outside legal counsel, that the failure to withhold, amend, withdraw or modify the Company

Board Recommendation would reasonably be expected to be a violation of its fiduciary duties under the DGCL, (ii) the Company has, during

the Notice Period, negotiated with USFM in good faith to make such adjustments to the terms and conditions of this Agreement so that

such Acquisition Proposal ceases to constitute a Superior Proposal and (iii) if, USFM has delivered to the Company a written offer to

alter the terms or conditions of this Agreement during the Notice Period, the Company Board shall have determined in good faith, based

on the advice of its outside legal counsel and financial advisor, that the failure to withhold, amend, withdraw or modify the Company

Board Recommendation would reasonably be expected to be a violation of its fiduciary duties under the DGCL (after taking into account

such alterations of the terms and conditions of this Agreement); provided that (1) USFM receives written notice from the Company

confirming that the Company Board has determined to change its recommendation at least two (2) Business Days in advance of the Company

Board Adverse Recommendation Change (the “Notice Period”), which notice shall include a description in reasonable

detail of the reasons for such Company Board Adverse Recommendation Change, and

written copies of any relevant proposed transaction agreements with any party making a potential Superior Proposal, (2) during any Notice

Period, USFM shall be entitled to deliver to the Company one or more counterproposals to such Acquisition Proposal and the Company will,

and cause its Representatives to, negotiate with USFM in good faith (to the extent USFM desires to negotiate) to make such adjustments

in the terms and conditions of this Agreement so that the applicable Acquisition Proposal ceases to constitute a Superior Proposal and

(3) in the event of any amendment to any Superior Proposal (including any revision in the amount, form or mix of consideration the Company

Stockholders would receive as a result of such potential Superior Proposal), the Company shall be required to provide USFM with notice

of such material amendment and the Notice Period shall be extended, if applicable, to ensure that at least two (2) Business Days remain

in the Notice Period following such notification during which the Parties shall comply again with the requirements of this Section

8.2(d) and the Company Board shall not make a Company Board Adverse Recommendation Change prior to the end of such Notice Period

as so extended (it being understood that there may be multiple extensions) or (y) in the case of a Company Intervening Event, the Company

promptly notifies USFM, in writing, within the Notice Period before making a Company Board Adverse Recommendation Change, which notice

shall state expressly the material facts and circumstances related to the applicable Company Intervening Event and that the Company Board

intends to make a Company Board Adverse Recommendation Change, and the Company shall have given USFM two (2) Business Days thereafter

to propose revisions to the terms of this Agreement or make other proposals so that such Company Intervening Event would no longer necessitate

a Company Board Adverse Recommendation Change.

(e) To

the fullest extent permitted by applicable Law, (x) the Company’s obligations to establish a record date for, duly call, give

notice of, convene and hold the Company Stockholders’ Meeting shall not be affected by any Company Board Adverse Recommendation

Change, (y) the Company agrees to establish a record date for, duly call, give notice of, convene and hold the Company Stockholders’

Meeting and submit for approval the Company Transaction Proposals and (z) the Company agrees that if the Company Stockholder Approval

shall not have been obtained at any such Company Stockholders’ Meeting, then the Company shall promptly continue to use its reasonable

best efforts to take actions, including the actions required by this Section 8.2(e), and hold additional Company Stockholders’

Meetings in order to obtain the Company Stockholder Approval. The Company may only postpone or adjourn (and, in the case of clauses (i)

and (ii), shall adjourn) the Company Stockholders’ Meeting (i) to solicit additional proxies for the purpose of obtaining

the Company Stockholder Approval, (ii) for the absence of a quorum and (iii) to allow reasonable additional time for the filing

or mailing of any supplemental or amended disclosure that the Company has determined in good faith after consultation with outside legal

counsel is required under applicable Law and for such supplemental or amended disclosure to be disseminated and reviewed by the Company’s

Stockholders prior to the Company Stockholders’ Meeting; provided that the Company Stockholders’ Meeting (x) may

not be adjourned to a date that is more than fifteen (15) Business Days after the date for which the Company Stockholders’ Meeting

was originally scheduled (excluding any adjournments required by applicable Law) and (y) shall not be held later than five (5) Business

Days prior to the Agreement End Date.

(f) Pubco

Shareholder Approvals. As promptly as reasonably practicable after the effectiveness of the Registration Statement, Pubco shall,

in accordance with Pubco’s Governing Documents and the BOC, Pubco shall, and the Company shall cause Pubco to deliver, to USFM

a true and correct copy of the adoption and approval of this Agreement and the transactions contemplated hereby by the shareholders of

Pubco acting by written consent in lieu of a meeting (in form and substance reasonably satisfactory to USFM) approving (A) adoption

and approval of this Agreement in accordance with applicable Law, including approval of the Mergers, (B) authorizing the issuance

of the Pubco Common Shares in connection with the Mergers, (C) election of directors effective as of the Closing as contemplated

by Section 7.3, (D) adoption and approval of any other proposals as the SEC (or staff member thereof) may indicate are necessary

in its comments to the Registration Statement or correspondence related thereto and (E) adoption and approval of any other proposals

as reasonably agreed by USFM, Pubco and the Company to be necessary or appropriate in connection with the transactions contemplated hereby

(the adoption and approval of such proposals in (A) through (E), together, by written consent, the “Pubco Shareholder Written

Consent”).

Section 8.3 Support

of Transaction. Without limiting any covenant contained in Article VI or Article VII, USFM and the Company shall

each, and each shall cause its respective Subsidiaries to (a) use reasonable best efforts to obtain all material consents and approvals

of third parties that any of USFM, or the Company or their respective Affiliates are required to obtain in order to consummate the Mergers,

and (b) take such other action as may be reasonably necessary or as another party hereto may reasonably request to satisfy the conditions

of Article IX or otherwise to comply with this Agreement and to consummate the transactions contemplated hereby as soon as practicable.

Section 8.4 Certain

Tax Matters.

(a) Transfer

Taxes. Any and all transfer, documentary, sales, use, real property, stamp, registration and other similar Taxes, and all conveyance

fees, recording charges and other fees and charges (including any associated penalties and interest) incurred in connection with the

transactions contemplated by this Agreement (collectively, “Transfer Taxes”) shall be borne by the Party responsible

therefor under applicable Law; provided, however, that in the event USFM terminates this Agreement in violation of Section 10.1,

in addition to any other amounts that may become due or payable in connection with such termination, USFM shall reimburse the Company

for any Transfer Taxes paid by the Company prior to the termination of this Agreement but only to the extent such Transfer Taxes were

a liability of the Company and for which payment was due prior to the termination of this Agreement. For the avoidance of doubt, Transfer

Taxes shall not include any federal, state, local or non-U.S. Taxes measured by or based upon income or gains. The Party responsible

under applicable Law for filing Tax Returns and other documentation with respect to Transfer Taxes shall file all necessary Tax Returns

and other documentation with respect to all such Transfer Taxes. The Parties shall use their commercially reasonable best efforts cooperate

in good faith to minimize the amount of any Transfer Taxes payable in connection with the Mergers and the other transactions contemplated

hereby.

(b) Intended

Tax Treatment.

(i) [Intentionally

Omitted].

(ii) Mergers.

The Parties intend that, for U.S. federal income Tax purposes (and, to the extent permitted, for applicable state and local income Tax

purposes), (a) the Mergers, together with the PIPE Investment, be treated as a single integrated transaction under Section 351 of the

Code (the “Mergers Intended Tax Treatment”), (b) the Second Merger qualify as a “reorganization” within

the meaning of Section 368(a) of the Code, and (c) this Agreement constitute a “plan of reorganization” within the meaning

of Section 368 of the Code and Treasury Regulations promulgated thereunder with respect to the Second Merger. The Parties shall, and

shall cause their respective Affiliates to, (A) prepare and file all Tax Returns consistent with the Mergers Intended Tax Treatment (including

attaching the statement described in Treasury Regulations Section 1.351-3 on or with its Tax Return for the taxable year of the Mergers

as may be required under such regulations), (B) not take any position on any Tax Return or in any Legal Proceeding that is inconsistent

with the Mergers Intended Tax Treatment, unless otherwise required by a “determination” within the meaning of Section 1313(a)

of the Code (or any similar provision of applicable state or local Law), and (C) reasonably cooperate with each other in providing such

information as is necessary or reasonably requested to enable each Party and its Affiliates to prepare and file the statements required

by Treasury Regulations Section 1.351-3.

(iii) Each

of the Parties shall use its reasonable best efforts to cause the Mergers to qualify for the Mergers Intended Tax Treatment and none of

the Parties has taken or will take any action (or fail to take any action), if such action (or failure to act) would reasonably be expected

to prevent or impede the Mergers from qualifying for the Mergers Intended Tax Treatment. Each of the Parties acknowledges and agrees that

each (i) has had the opportunity to obtain independent legal and tax advice with respect to the transactions contemplated by this Agreement

and (ii) is responsible for paying its own Taxes, including any adverse Tax consequences that may result if the Mergers do not qualify

for the Mergers Intended Tax Treatment.

Section 8.5 Cooperation;

Consultation. From the date of the announcement of this Agreement or the transactions contemplated hereby (pursuant to any

applicable public communication made in compliance with Section 11.10(a)), until the end of the Interim Period, USFM and the Company

shall use their reasonable best efforts to, and shall instruct its financial advisors to, keep the other and each other’s financial

advisors reasonably informed with respect to the transactions contemplated herein, including by (i) providing regular updates and

(ii) consulting and cooperating with, and considering in good faith any feedback from, the Company or USFM or their respective financial

advisors with respect to such matters.

Section 8.6 Notification.

During the Interim Period, if the Company or USFM becomes aware of any fact or condition arising after the date hereof that (a) for

the Company constitutes a material breach of any representation or warranty made by the Company in Article IV or of any covenant

that would cause the conditions set forth in Section 9.2(a) or Section 9.2(b), as applicable, not to be satisfied as of

the Closing Date, or (b) for USFM constitutes a material breach of any representation or warranty made by USFM in Article V

or of any covenant that would cause the conditions set forth in Section 9.3(a) or Section 9.3(b), as applicable, not to

be satisfied as of the Closing Date, the Company or USFM, as applicable, will (x) disclose in writing to the other Party such breach

and (y) use its reasonable best efforts to cure such breach as promptly as possible.

Section 8.7 Indemnification;

Directors’ and Officers’ Insurance.

(a) Each

of USFM and the Company agrees that (i) all rights to indemnification or exculpation now existing in favor of the directors and officers

of USFM and Company and their respective Subsidiaries, as provided in USFM’s Governing Documents and the Company’s Governing

Documents and the Governing Documents of each such Subsidiaries, as the case may be, or otherwise in effect as of the date of this Agreement,

in either case, solely with respect to any matters occurring on or prior to the Closing, shall survive the transactions contemplated by

this Agreement and shall continue in full force and effect from and after the Closing for a period of six (6) years (or until the final

resolution of any Legal Proceedings commenced during such period), and (ii) Pubco will perform and discharge all obligations to provide

such indemnity and exculpation during such six (6) year period. To the maximum extent permitted by applicable Law, during such six (6)

year period (or such longer period of resolution), Pubco shall advance expenses in connection with such indemnification as provided in

the Company’s Governing Documents, USFM’s Governing Documents, the Governing Documents of their respective Subsidiaries, as

the case may be, or other applicable agreements. The indemnification and liability limitation or exculpation provisions of the Company’s

Governing Documents and USFM’s Governing Documents and the Governing Documents of their respective Subsidiaries, or otherwise, shall

not, during such six (6) year period, be amended, repealed or otherwise modified after the Closing in any manner that would materially

and adversely affect the rights thereunder of individuals who, as of the Closing or at any time prior to the Closing, were directors or

officers of the Company or USFM or who served as a director, officer, member, trustee or fiduciary of another Person at the request of

the Company, USFM or their respective Subsidiaries (the “D&O Persons”) to be so indemnified, receive advances of expenses,

have their liability limited or be exculpated with respect to any matters occurring prior to Closing and relating to the fact that such

D&O Person was a director or officer of the Company or USFM or any other such Person prior to the Closing, unless such amendment,

repeal or other modification is required by applicable Law.

(b) None

of USFM, Pubco or the Company shall have any obligation under this Section 8.7 to any D&O Person when and if a court of competent

jurisdiction shall ultimately determine (and such determination shall have become final and non-appealable) that the indemnification of

such D&O Person in the manner contemplated hereby is prohibited by applicable Law.

Company shall, at or prior to the Closing, purchase a prepaid “tail” policy of directors’ and officers’ liability

insurance for a period of six (6) years following the Closing Date (the “Company D&O Tail Policy”). The Company

D&O Tail Policy shall (i) cover all Persons who are insured under the Company’s existing directors’ and officers’

liability insurance policy as of the date hereof for acts or omissions occurring at or prior to the Closing, (ii) provide terms, conditions,

retentions, and limits of liability that, in the aggregate, are no less favorable to the insureds than those applicable under such existing

policy, and (iii) be non-cancelable and non-renewable other than by the insureds. Following the purchase of the Company D&O Tail

Policy, Pubco shall not take, and shall cause its Subsidiaries or Affiliates not to take, any action that would result in the cancellation,

termination, or lapsing of such coverage. Notwithstanding the foregoing, if the aggregate premium for the Company D&O Tail Policy

would exceed two hundred fifty percent (250%) of the annual premium currently paid by the Company for its existing directors’ and

officers’ liability insurance, the Company shall be required to purchase, and Pubco shall be required to maintain, the greatest

level of coverage that can be obtained for a premium equal to such two hundred fifty percent (250%) cap.

(d) If

Pubco, USFM, the Company or any of their respective successors or assigns (i) shall merge or consolidate with or merge into any

other corporation or other Person and shall not be the surviving or continuing corporation or Person of such consolidation or merger

or (ii) shall transfer all or substantially all of their respective properties and assets in one or a series of related transactions

to any corporation or Person, then in each such case, proper provisions shall be made so that the successors or assigns of Pubco, USFM

or the Company, as the case may be, shall assume all of the obligations set forth in this Section 8.7 unless otherwise assumed

by operation of Law.

(e) The

D&O Persons entitled to the indemnification, liability limitation, exculpation and insurance set forth in this Section 8.7

are intended to be third-party beneficiaries of this Section 8.7. This Section 8.7 shall survive the consummation of the

transactions contemplated by this Agreement and shall be binding on all successors and assigns of Pubco, USFM and the Company. The rights

of each D&O Person hereunder shall be in addition to, and not in limitation of, any other rights such Person may have under the Governing

Documents of the Pubco, USFM or the Company, any other indemnification arrangement, any applicable Law or otherwise.

Section 8.8 Section 16

Matters. Prior to the First Effective Time, each of the Company, USFM and Pubco shall take all such steps as may be required

(to the extent permitted under applicable Law) to cause any dispositions of securities of the Company, USFM or Pubco (including, in each

case, securities deliverable upon exercise, vesting or settlement of any derivative securities) resulting from the transactions contemplated

hereby by each individual who may become subject to the reporting requirements of Section 16(a) of the Exchange Act in connection

with the transactions contemplated hereby to be exempt under Rule 16B-3 promulgated under the Exchange Act.

Section 8.9 Consents.

The Company Entities shall use commercially reasonable efforts during the Interim Period to obtain consents of all Persons who are party

to the agreements set forth on Section 4.4, or Section 8.9 of the Company Disclosure Letter and obtain all Governmental

Authorizations set forth on Section 4.5 of the Company Disclosure Letter. All costs incurred in connection with obtaining such

consents shall constitute a Company Transaction Expense. The Company Entities shall be entitled to agree to such amendments, modifications

and/or full or partial prepayments to, or to the establishment of reserves under, such agreements as may be reasonably necessary to obtain

any such required consent; provided that the Company shall (i) give USFM written notice reasonably in advance of agreeing to any

such amendments, modifications, full or partial prepayments, or establishment of reserves, and (ii) provide timely updates of any

discussions with third parties relating to such required consents or to any such amendments, modifications, full or partial prepayments,

or establishment of reserves, and, in each case of (i) and (ii), consider in good faith any comments that USFM may provide with respect

to such matters. USFM shall have the right to review in advance, and to the extent practicable will consult with the Company on the information

provided in connection with obtaining such consents and as to the form and substance of such consents. USFM and its Subsidiaries shall

(a) cooperate in the preparation and submission of each application or filing for any such consent or Governmental Authorization,

including the collection of all materials, documents, certificates, financials, signatures, and other items required to be submitted

to the applicable Persons who are party to the agreements in connection with such consent, (b) deliver to each Person who is a party

to such

agreements or who has the authority to grant such Governmental Authorizations, as applicable, on a confidential basis all documents

and information required by the applicable documents relating to USFM and its Subsidiaries, and such other information or documentation

as such Persons who are party to the agreements or who have the authority to grant such Governmental Authorizations may request with

respect to USFM, including, without limitation, financial statements, income Tax Returns and other financial information, and (c) reasonably

cooperate and assist the Company Entities in connection with soliciting and obtaining such consents and Governmental Authorizations,

including the preparation and delivery of any information relating to USFM and all other information required under the applicable documents

and as may be reasonably requested by any such Persons who are party to such agreements or who have the authority to grant such Governmental

Authorizations (or any servicer on behalf of any such Person).

Section 8.10 Takeover

Statutes. Subject to the terms and conditions of this Agreement, each of the Company and USFM shall use its reasonable best

efforts to (a) take all action necessary to ensure that no Takeover Statute is or becomes applicable to the Company, USFM, Pubco,

the Merger Subs, this Agreement, the Mergers or any other transactions contemplated hereby and refrain from taking any actions that would

cause the applicability of any Takeover Statute and (b) if any Takeover Statute becomes applicable to the Company, USFM, Pubco,

the Merger Subs, this Agreement, the Mergers or any other transaction contemplated hereby, take all action necessary to ensure that the

Mergers and the other transactions contemplated hereby may be consummated as promptly as practicable on the terms contemplated by this

Agreement and otherwise to minimize the effect of such Takeover Statute on the Company, USFM, Pubco, the Merger Subs, this Agreement,

the Mergers and the other transactions contemplated hereby.

Section 8.11 Exclusivity.

(a) During

the Interim Period, the Company shall not, shall cause its Subsidiaries not to, and shall use its reasonable best efforts to cause its

Representatives not to, directly or indirectly, (i) initiate, solicit, propose or knowingly induce the making, submission or announcement

of, or knowingly encourage, facilitate or assist, any inquiries or requests for information with respect to, or the making of, any inquiry

regarding, or any proposal or offer that constitutes, or could reasonably be expected to result in or lead to an Acquisition Proposal,

(ii) engage in, continue or otherwise participate in any negotiations or discussions concerning, or provide access to its properties,

business, assets, books, records or any confidential information or data to, any person relating to any proposal, offer, inquiry or request

for information that constitutes, or could reasonably be expected to result in or lead to, any Acquisition Proposal, (iii) approve, endorse

or recommend, or propose publicly to approve, endorse or recommend, any Acquisition Proposal, (iv) execute or enter into, any letter

of intent, memorandum of understanding, agreement in principle, confidentiality agreement, merger agreement, acquisition agreement, exchange

agreement, joint venture agreement, partnership agreement, option agreement or other similar agreement for or relating to any Acquisition

Proposal or (v) propose, resolve or agree to do, or do, any of the foregoing. If the Company, its Subsidiaries or any of their Representatives

receives any inquiry or proposal with respect to an Acquisition Proposal at any time prior to the Closing, then such party shall promptly

(and in no event later than twenty-four (24) hours after such party becomes aware of such inquiry or proposal) notify such person in

writing of the terms of this Section 8.11(a). The Company shall, and shall cause its Affiliates and Representatives to, immediately

cease any and all existing discussions or negotiations with any person conducted prior to the date hereof with respect to, or which is

reasonably likely to give rise to or result in, an Acquisition Proposal.

(b) Notwithstanding

anything contained in this Section 8.11 and subject to compliance with this Section 8.11, prior to the approval of this

Agreement by the Company Stockholders (i.e., the Requisite Vote), the Company may furnish non-public information regarding the Company

and its Subsidiaries to, and enter into discussions or negotiations with, any Person in response to a bona fide written Acquisition Proposal

by such Person which the Company Board determines in good faith, after consultation with the Company’s financial advisors and outside

legal counsel, constitutes, or is reasonably likely to result in, a Superior Proposal (and is not withdrawn) if: (i) such Acquisition

Proposal was not obtained or made as a direct or indirect result of a breach of this Agreement, (ii) the Company Board concludes in good

faith based on the advice of outside legal counsel, that the failure to take such action would reasonably be expected to be a violation

of the fiduciary duties of the Company Board under the DGCL, (iii) at least two (2) Business Days prior to initially furnishing any such

nonpublic information to, or entering into discussions with, such Person, the Company gives USFM written notice of the identity of such

Person and of the Company’s intention to furnish nonpublic information to, or enter into discussions with, such Person, (iv) the

Company receives from such Person an executed Acceptable Confidentiality Agreement and (v) at least two (2) Business Days prior to furnishing

any such nonpublic information to such Person, the Company furnishes such nonpublic information to USFM (to the extent such information

has not been previously furnished by the Company to USFM). Without limiting the generality of the foregoing, USFM acknowledges and agrees

that, in the event any Representative of the Company takes any action that, if taken by the Company, would constitute a breach of this

Section 8.11 by the Company, the taking of such action by such Representative shall be deemed to constitute a breach of this Section

8.11 by the Company for purposes of this Agreement.

contained in this Agreement shall prohibit the Company or the Company Board from (i) complying with Rules 14d-9 and 14e-2(a) promulgated

under the Exchange Act; provided, however, that any disclosure made by the Company or the Company Board pursuant to Rules 14d-9

and 14e-2(a) shall be limited to a statement that the Company is unable to take a position with respect to the bidder’s tender

offer unless the Company Board determines in good faith, after consultation with its outside legal counsel, that such statement would

reasonably be expected to be a violation of its fiduciary duties under applicable Law; (ii) complying with Item 1012(a) of Regulation

M-A promulgated under the Exchange Act; (iii) informing any Person of the existence of the provisions contained in Section 8.11(a);

or (iv) making any disclosure that the Company Board (or a committee thereof), after consultation with its outside legal counsel, has

determined in good faith is required by applicable Law or by any listing or trading rules or regulations of Nasdaq; provided that,

in the case of this clause (iv), the Company shall provide USFM with a reasonable opportunity to review any such disclosure not less

than two (2) Business Days prior to the making thereof (to the extent practicable) and shall consider in good faith any comments from

USFM thereto.

(d) Notwithstanding

the foregoing, nothing contained in Section 8.11(a) shall prohibit the Company or its Representatives from, directly or indirectly,

initiating, soliciting, facilitating, or engaging or otherwise participating in any negotiation or discussion concerning any Prospective

Transaction.

(e) For

purposes of this Agreement, (i) “Acquisition Proposal” means any unsolicited bona fide written proposal or offer with

respect to any direct or indirect acquisition or purchase, in one transaction or a series of transactions, and whether through any merger,

reorganization, consolidation, tender offer, self-tender, exchange offer, stock acquisition, asset acquisition, binding share exchange,

business combination, recapitalization, liquidation, dissolution, joint venture or otherwise, of (A) all or substantially all of the

assets or businesses of the Company and its Subsidiaries, or (B) more than 50% of any class of capital stock, other equity securities

or voting power of the Company, any of its Subsidiaries or any resulting parent company of the Company, in each case other than the First

Merger and other transactions contemplated by this Agreement; (ii) “Superior Proposal” means an unsolicited bona fide

written Acquisition Proposal that (A) was not obtained or made as a direct or indirect result of a breach of this Agreement, (B) is on

terms and conditions that the Company Board determines in good faith, based on such matters that it deems relevant (including the likelihood

of consummation thereof and the financing terms thereof), as well as any written offer by USFM to amend the terms of this Agreement,

and following consultation with its outside legal counsel and financial advisors, are substantially more favorable, from a financial

point of view, to the Company Stockholders than the terms of the transactions contemplated hereby, (C) is not subject to any financing

conditions (and if financing is required, such financing is then fully committed to the third party) and (D) is reasonably capable of

being completed on the terms proposed in a timely manner; (iii) “Acceptable Confidentiality Agreement” means a confidentiality

agreement containing terms not materially less restrictive in the aggregate to the counterparty thereto than the terms of the Confidentiality

Agreement; and (iv) “Prospective Transaction” means any one or series of related transactions with respect to the

sale by Assetco and purchase by an unrelated third-party buyer of the Company Assets and Liabilities following the Closing.

Section 8.12 PIPE

Investment. USFM shall use its reasonable best efforts to take all actions and do all things necessary, proper or advisable to consummate

the transactions contemplated by the PIPE Investment on the terms and conditions set forth in the Securities Purchase Agreements, including

maintaining in effect the Securities Purchase Agreements and exercising its rights to specifically enforce the Securities Purchase Agreements

pursuant to the terms thereof.

Section 8.13 Registration

Rights Agreement. At the Closing, the Parties shall use commercially reasonable efforts to cause the Registration Rights Agreement

to be duly executed by the parties thereto.

Article

CONDITIONS TO OBLIGATIONS

Section 9.1 Mutual

Closing Conditions. The obligations of the Parties to consummate, or cause to be consummated, the Mergers are subject to the

satisfaction of the following conditions, any one or more of which may be waived in writing by all of such parties:

(a) The

USFM Shareholder Approvals shall have been obtained;

(b) The

Company Stockholder Approval and Pubco Shareholder Written Consent shall have been obtained;

Registration Statement shall have been declared effective in accordance with the provisions of the Securities Act, no stop order shall

have been issued by the SEC which remains in effect with respect to the Registration Statement;

(d) The

waiting period or periods under the HSR Act, if applicable to the transactions contemplated by this Agreement and the Ancillary Agreements,

shall have expired or been terminated;

(e) There

shall not be in force any Governmental Order, statute, rule or regulation enjoining or prohibiting the consummation of the Mergers; provided

that the Governmental Authority issuing such Governmental Order has jurisdiction over the parties hereto with respect to the transactions

contemplated hereby; and

(f) The

Company Consideration Shares shall have been approved for listing on the NYSE, NYSE American or such other national securities exchange

as the Parties shall mutually agree pursuant to Section 7.2, and, immediately following the Closing, Pubco shall satisfy any applicable

initial and continuing listing requirements of NYSE, NYSE American or such other national securities exchange as the Parties may mutually

agree, as applicable, and USFM shall not have received any notice of non-compliance therewith that has not been cured prior to, or would

not be curable at or immediately following, the Closing.

Section 9.2 Conditions

to Obligations of USFM. The obligations of USFM to consummate, or cause to be consummated, the Mergers and the transactions

contemplated hereby are subject to the satisfaction of the following additional conditions, any one or more of which may be waived in

writing by USFM:

(a) (i) The

representations and warranties of the Company set forth in Section 4.1 (Company Organization), Section 4.2 (Subsidiaries)

other than the last sentence thereof, Section 4.3 (Due Authorization), Section 4.6 (Capitalization), and Section 4.26

(Brokers’ Fees) shall be true and correct in all respects as of the Closing Date (other than such representations and warranties

that expressly relate to a specific date, which representations and warranties shall be true and correct in all material respects at

and as of such date); and (ii) each of the representations and warranties of the Company set forth in Article IV other than

those set forth above shall be true and correct (without giving effect to any limitation as to “materiality” or “Material

Adverse Effect” or similar qualifier) as of the Closing Date as though made on and as of the Closing Date (other than any representation

or warranty that expressly relates to a specific date, which representation and warranty shall be so true and correct on the date so

specified), except in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct

would not, individually or in the aggregate, have a Company Material Adverse Effect;

(b) The

Company Entities shall have performed in all material respects their obligations under this Agreement required to be performed by them

at or prior to the Closing pursuant to the terms hereof;

Company Material Adverse Effect shall have occurred since the date of this Agreement;

(d) The

Company shall have consummated the Pre-Closing CVR Restructuring;

(e) Except

for Legal Proceedings (i) previously set forth on Section 4.10 of the Company Disclosure Letter, (ii) of a manner described in

Section 6.3, or (iii) that are not otherwise, individually or in the aggregate, reasonably be expected to be material to the Company

Entities, taken as a whole, no Legal Proceeding shall have been threatened, initiated or commenced against any Company Entity;

(f) The

Company shall have received and made available to USFM the fairness opinion from Houlihan Capital, LLC that, as of the date of such opinion

and subject to the assumptions and limitations therein, the Company Merger Consideration to be received by the Company Security Holders

pursuant to this Agreement is fair, from a financial point of view, to the Company Security Holders and, as of the date thereof, such

opinion has not been modified or withdrawn; and

(g) The

Company shall have, to the satisfaction of USFM, in its sole discretion, resolved the Reincorporation Matter, which shall include (i)

obtaining the requisite approval of the Company Stockholders to ratify the defective reverse stock split and (ii) resolution of and release

of all claims, liabilities, damages, penalties, fees or otherwise in connection with or arising out of the Company’s prior defective

reincorporation into the State of Nevada;

(h) There

shall not be any Legal Proceedings related to the Reincorporation Matter; and

(i) The

Company shall have delivered, or caused to be delivered, duly executed copies of those agreements and documents set forth in Section

2.3(a); provided however, that the Company shall use best efforts to obtain the consents listed on Section 2.3(a)(v) of the

Company Disclosure Letter, and that the Company’s failure to obtain any consent set forth on Section 2.3(a)(v) of the Company

Disclosure Letter shall not, in itself, preclude USFM’s obligation to consummate, or cause to be consummated, the Mergers and the

transactions contemplated hereby.

Section 9.3 Conditions

to the Obligations of the Company Entities. The obligation of the Company Entities to consummate, or cause to be consummated,

the First Merger and the transactions contemplated hereby is subject to the satisfaction of the following additional conditions, any

one or more of which may be waived in writing by the Company:

(a) (i) The

representations and warranties of USFM set forth in Section 5.1 (USFM Organization), Section 5.2 (Due Authorization), Section

5.9 (Capitalization of USFM), and Section 5.10 (Brokers’ Fees) shall be true and correct in all respects as of the Closing

Date (other than such representations and warranties that expressly relate to a specific date, which representations and warranties shall

be true and correct in all material respects at and as of such date); and (ii) each of the representations and warranties of USFM

set forth in Article V other than those set forth above shall be true and correct (without giving effect to any limitation as

to “materiality” or “Material Adverse Effect” or similar qualifier) as of the Closing Date as though made on

and as of the Closing Date (other than any representation or warranty that expressly relates to a specific date, which representation

and warranty shall be so true and correct on the date so specified), except in the case of this clause (ii), where the failure of

such representations and warranties to be so true and correct would not, individually or in the aggregate, have an USFM Material Adverse

Effect;

(b) USFM

shall have performed in all material respects its obligations under this Agreement required to be performed by it at or prior to the Closing

pursuant to the terms hereof;

USFM Material Adverse Effect shall have occurred since the date of this Agreement; and

(d) USFM

shall have delivered, or caused to be delivered, duly executed copies of those agreements and documents set forth in Section 2.3(b).

Article

TERMINATION/EFFECTIVENESS

Section 10.1 Termination.

This Agreement may be terminated and the transactions contemplated hereby abandoned:

(a) by

mutual written consent of the Company and USFM;

(b) by

written notice of the Company or USFM to the other Parties if any Governmental Authority shall have enacted, issued, promulgated, enforced

or entered any Law or Governmental Order which has become final and nonappealable and has the effect of making consummation of the transactions

contemplated hereby illegal or otherwise preventing or prohibiting consummation of the transactions contemplated hereby; provided

that neither USFM nor the Company shall have the right to terminate this Agreement pursuant to this Section 10.1(b) if any action

of such party or its Subsidiaries or failure of such party or its Subsidiaries to perform or comply with its obligations under this Agreement

shall have caused such Law or Governmental Order and such action or failure to perform constitutes a breach of this Agreement;

written notice of the Company or USFM to the other Parties if the USFM Shareholder Approvals shall not have been obtained; provided

that a Party shall not be permitted to terminate this Agreement pursuant to this Section 10.1(c) if the failure to obtain such

USFM Shareholder Approvals is proximately caused by any action or failure to act of such Party that constitutes a breach of this Agreement;

(d) by

written notice of the Company or USFM to the other Parties if the Company Stockholder Approval shall not have been obtained by reason

of the failure to obtain the Requisite Vote at the Company Stockholders’ Meeting duly convened therefor or at any adjournment or

postponement thereof; provided that a Party shall not be permitted to terminate this Agreement pursuant to this Section 10.1(d)

if the failure to obtain such Company Stockholder Approval is proximately caused by any action or failure to act of such Party that constitutes

a breach of this Agreement; provided, further, that the right to terminate the Agreement pursuant to this Section 10.1(d) shall

expire and USFM shall not be permitted to terminate this Agreement pursuant to this Section 10.1(d) if the Company Stockholder

Approval has been obtained and delivered to USFM prior to the time that this Agreement is terminated pursuant to this Section 10.1(d);

(e) by

written notice of the Company or USFM to the other Parties if the Closing has not occurred on or before December 31, 2026 (the “Agreement

End Date”) (other than as a result of the terminating party’s failure to comply with its obligations under this Agreement

which has resulted in the failure to satisfy a condition set forth in Article IX); provided, however, that the right to terminate

this Agreement pursuant to this Section 10.1(e) shall not be available to a Party if such Party’s breach of this Agreement

proximately caused the failure of the Closing to occur on or before the Agreement End Date;

(f) by

written notice to the Company from USFM if there is any breach of any representation, warranty, covenant or agreement (other than with

respect to a breach of Section 9.2(c), as to which Section 10.1(g) will apply) on the part of the Company, Pubco, or the

Merger Subs set forth in this Agreement, such that the conditions specified in Section 9.2(a) or Section 9.2(b) would not

be satisfied at the Closing (a “Terminating Company Breach”), provided, however, that USFM has not waived

such Terminating Company Breach and USFM is not then in material breach of their representations, warranties, covenants or agreements

in this Agreement, except that, if such Terminating Company Breach is curable by the Company through the exercise of its reasonable best

efforts, then, for a period of up to thirty (30) days (or any shorter period of the time that remains between the date USFM provides

written notice of such violation or breach and the Agreement End Date) after receipt by the Company of notice from USFM of such breach,

but only as long as the Company continues to use its respective reasonable best efforts to cure such Terminating Company Breach, such

termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within

such thirty (30) day period;

(g) by

written notice to the Company from USFM if, subject to all of the terms of Section 8.11 (including Section 8.11(b) and Section

8.11(c)), (i) the Company shall, within ten (10) Business Days of a tender or exchange offer relating to securities of the Company

having been commenced, failed to publicly recommend against such tender or exchange offer, (ii) the Company shall have failed to

publicly reaffirm its recommendation of the First Merger within 10 Business Days after the date any Acquisition Proposal shall have been

announced, or (iii) a willful or material breach by the Company of Section 8.11 shall have occurred;

(h) by

written notice to USFM from the Company if there is any breach of any representation, warranty, covenant or agreement on the part of

USFM set forth in this Agreement, such that the conditions specified in Section 9.3(a) or Section 9.3(b) would not be satisfied

at the Closing (a “Terminating USFM Breach”), provided, however, that the Company has not waived such

Terminating USFM Breach and the Company, Pubco, or Merger Subs are not then in material breach of its representations, warranties, covenants

or agreements in this Agreement, except that, if any such Terminating USFM Breach is curable by USFM through the exercise of its reasonable

best efforts, then, for a period of up to thirty (30) days (or any shorter period of the time that remains between the date the Company

provides written notice of such violation or breach and the Agreement End Date) after receipt by USFM of notice from the Company of such

breach, but only as long as USFM continues to exercise such reasonable best efforts to cure such Terminating USFM Breach, such termination

shall not be effective, and such termination shall become effective only if the Terminating USFM Breach is not cured within such thirty

(30) day period;

(i) by

USFM (at any time prior to the adoption of this Agreement and the approval of the transactions contemplated hereby by the Requisite Vote)

if a Company Triggering Event shall have occurred; or

(j) by

USFM, following USFM’s determination that the Company will likely fail to resolve the Reincorporation Matter (i) prior to the Agreement

End Date or (ii) in a manner satisfactory to USFM in its sole discretion.

Section 10.2 Effect

of Termination. In the event of the termination of this Agreement pursuant to Section 10.1, this Agreement shall forthwith

become void and have no effect, without any liability on the part of any party hereto or its respective Affiliates, officers, directors

or stockholders, other than liability of the Company, USFM, Pubco or the Merger Subs, as the case may be, for any willful and material

breach of this Agreement or fraud occurring prior to such termination, except that the provisions of this Section 10.2, Section

10.3 and Article XI and the Confidentiality Agreement shall survive any termination of this Agreement.

Section 10.3 Fees

and Expenses.

(a) Fees

and Expenses. Except as otherwise provided in this Agreement, whether or not the transactions contemplated hereby are consummated,

all expenses (including those payable to Representatives) incurred by any Party or on its behalf in connection with this Agreement, the

Ancillary Agreements and the transactions contemplated hereby shall be paid by the Party incurring those expenses; provided that USFM

shall be responsible for all of the costs and expenses incurred by USFM and the Company in preparing and filing the Registration Statement

and Proxy Statement, including SEC filing fees, NYSE listing fees (or the listing fees of such other national securities exchange which

the Parties may mutually agree) and the expenses of the financial printer (such amounts not to include attorney, auditor or other advisor

costs); provided further that each of USFM and the Company shall be responsible for one-half of the costs and expenses of the Exchange

Agent.

(b) Breakup

Fee. In the event that this Agreement is terminated by the Company, pursuant to Section 10.1(c), (e) (provided that, such termination

pursuant to Section 10.1(e) is due solely to USFM’s actions or inactions) or (h), USFM shall pay to the Company an amount

equal to Five Hundred Thousand Dollars ($500,000) (the “Breakup Fee”). The Breakup Fee shall be paid by USFM to the

Company within three (3) Business Days of its termination of this Agreement as contemplated by this Section 10.3(b) via wire transfer

of immediately available funds.

Breakup Fee. In the event that this Agreement is terminated by USFM, pursuant to Section 10.1(g), Section 10.1(i) or Section

10.1(j), the Company shall pay to USFM an amount equal to Eight Hundred Thousand Dollars ($800,000) (the “USFM Breakup Fee”).

The USFM Breakup Fee shall be paid by the Company to USFM within three (3) Business Days of its termination of this Agreement as contemplated

by this Section 10.3(c) via wire transfer of immediately available funds.

(d) Each

of the Parties acknowledges that (i) the agreements contained in this Section 10.3 are an integral part of the transactions contemplated

hereby, (ii) without these agreements, the Parties would not enter into this Agreement and (iii) any amount payable pursuant to this

Section 10.3 is not a penalty, but rather is liquidated damages in a reasonable amount that will compensate the Parties in the

circumstances in which such amount is payable; provided, however, that nothing in this Section 10.3(d) shall limit the rights

of the Parties under Section 11.13.

Article

MISCELLANEOUS

Section 11.1 Waiver.

Any Party may, at any time prior to the Closing, by action taken by its board of directors or Persons thereunto duly authorized, (a) extend

the time for the performance of the obligations or acts of the other Parties, (b) waive any inaccuracies in the representations

and warranties (of another Party hereto) that are contained in this Agreement or (c) waive compliance by the other Parties hereto

with any of the agreements or conditions contained in this Agreement, but such extension or waiver shall be valid only if set forth in

an instrument in writing signed by the party granting such extension or waiver.

Section 11.2 Notices.

All notices and other communications among the Parties shall be in writing and shall be deemed to have been duly given (i) when

delivered in person, (ii) when delivered after posting in the United States mail having been sent registered or certified mail return

receipt requested, postage prepaid, (iii) when delivered by FedEx or other nationally recognized overnight delivery service, or

(iv) when delivered by email (in each case in this clause (iv), solely if receipt is confirmed, but excluding any automated

reply, such as an out-of-office notification), addressed as follows:

(a) If

to USFM (or to USFM or the Company Entities after the Closing), to:

USFM Corporation

1707 Cole Blvd, Suite 200

Golden, Colorado 80401

Attention: Hassan R. Baqar

Email: hbaqar@sequoiafin.com

with copies (which shall not constitute notice) to:

Loeb & Loeb LLP

345 Park Avenue

New York, NY

Attention: Mitchell Nussbaum; Giovanni Caruso

Email: mnussbaum@loeb.com; gcaruso@loeb.com

(b) If

to the Company Entities prior to the Closing, to:

Twin Vee PowerCats Co.

3101 South US Highway 1

Fort Pierce, Florida 34982

Attention: Glenn Sonoda, In-House Counsel

Email: investor@twinvee.com

with copies (which shall not constitute notice) to:

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, New York 10112

Attention: Jeffrey Fessler

Email: jfessler@sheppard.com

or to such other address or addresses as the Parties

may from time to time designate in writing. Copies delivered solely to outside counsel shall not constitute notice.

Section 11.3 Assignment.

No Party shall assign this Agreement or any part hereof without the prior written consent of the other Parties and any such transfer

without prior written consent shall be void. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit

of the Parties and their respective permitted successors and assigns. Any attempted assignment in violation of the terms of this Section

11.3 shall be null and void, ab initio.

Section 11.4 Parties

in Interest. This Agreement shall be binding upon and inure solely to the benefit of each Party and its permitted successors

and permitted assigns and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights,

benefits or remedies of any nature whatsoever under or by reason of this Agreement, except for (a) the provisions of Section

8.7 (which shall be for the benefit of the D&O Persons), and (b) the provisions of Section 11.14 (which shall be

for the benefit of the Persons described therein).

Section 11.5 Governing

Law. This Agreement, and all claims or causes of action based upon, arising out of, or related to this Agreement or the transactions

contemplated hereby, shall be governed by, and construed and enforced in accordance with, the Laws of the State of Delaware, without

giving effect to principles or rules of conflict of Laws to the extent such principles or rules would require or permit the application

of Laws of another jurisdiction.

Section 11.6 Headings;

Counterparts. The headings in this Agreement are for convenience only and shall not be considered a part of or affect the

construction or interpretation of any provision of this Agreement. This Agreement may be executed in two or more counterparts, each of

which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Section 11.7 Company

and USFM Disclosure Letters. The Company Disclosure Letter and the USFM Disclosure Letter (including, in each case, any section

thereof) referenced herein are a part of this Agreement as if fully set forth herein. All references herein to the Company Disclosure

Letter and/or the USFM Disclosure Letter (including, in each case, any section thereof) shall be deemed references to such parts of this

Agreement, unless the context shall otherwise require. Any disclosure made by a party in the applicable Disclosure Letter, or any section

thereof, with reference to any section of this Agreement or section of the applicable Disclosure Letter shall be deemed to be a disclosure

with respect to such other applicable sections of this Agreement or sections of the applicable Disclosure Letter if it is reasonably

apparent on the face of such disclosure that such disclosure is responsive to such other section of this Agreement or section of the

applicable Disclosure Letter. Certain information set forth in the Disclosure Letters is included solely for informational purposes and

may not be required to be disclosed pursuant to this Agreement. The disclosure of any information shall not be deemed to constitute an

acknowledgment that such information is required to be disclosed in connection with the representations and warranties made in this Agreement,

nor shall such information be deemed to establish a standard of materiality.

Section 11.8 Entire

Agreement. (a) This Agreement (together with the Company Disclosure Letter and the USFM Disclosure Letter), (b) the

Confidentiality and Non-Disclosure Agreement, dated as of April 29, 2026, between USFM and the Company (the “Confidentiality

Agreement”), (c) the Company Support Agreement, (d) the Securities Purchase Agreements, (e) the Registration Rights Agreement,

and (f) the Certificate of Merger and the Statement of Merger (clauses (b) through (f), collectively, the “Ancillary Agreements”)

constitute the entire agreement among the Parties relating to the transactions contemplated hereby and supersede any other agreements,

whether written or oral, that may have been made or entered into by or among any of the parties hereto or any of their respective Subsidiaries

relating to the transactions contemplated hereby. No representations, warranties, covenants, understandings, agreements, oral or otherwise,

relating to the transactions contemplated hereby exist between such parties except as expressly set forth in this Agreement and the Ancillary

Agreements.

Section 11.9 Amendments.

This Agreement may be amended or modified in whole or in part, only by a duly authorized agreement in writing executed in the same manner

as this Agreement and which makes reference to this Agreement.

Section 11.10 Publicity.

(a) All

press releases or other public communications relating to the transactions contemplated hereby, and the method of the release for publication

thereof, shall prior to the Closing be subject to the prior mutual approval of USFM and the Company, which approval shall not be unreasonably

withheld or delayed by any Party; provided that no Party shall be required to obtain consent pursuant to this Section 11.10(a)

to the extent any proposed release or statement is substantially equivalent to the information that has previously been made public without

breach of the obligation under this Section 11.10(a).

(b) The

restriction in Section 11.10(a) shall not apply to the extent the public announcement is required by applicable securities Law,

any Governmental Authority or stock exchange rule; provided, however, that in such an event, the Party making the announcement shall

use its commercially reasonable efforts to consult with the other Party in advance as to its form, content and timing. Disclosures resulting

from the Parties’ efforts to obtain approval or early termination under the HSR Act and to make any related filing shall be deemed

not to violate this Section 11.10. Nothing contained herein shall prevent USFM and the Company and their respective Affiliates

(including the Company Stockholders and their respective equity holders) from disclosing customary or any other reasonable information

concerning the transactions contemplated hereby to their investors and prospective investors in connection with their and their Affiliates’

fund raising, marketing, informational or reporting activities, so long as such recipients are obligated to keep such information confidential.

Section 11.11 Severability.

If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this

Agreement shall remain in full force and effect. The parties further agree that if any provision contained herein is, to any extent,

held invalid or unenforceable in any respect under the Laws governing this Agreement, they shall take any actions necessary to render

the remaining provisions of this Agreement valid and enforceable to the fullest extent permitted by Law and, to the extent necessary,

shall amend or otherwise modify this Agreement to replace any provision contained herein that is held invalid or unenforceable with a

valid and enforceable provision giving effect to the intent of the parties.

Section 11.12 Jurisdiction;

Waiver of Jury Trial.

(a) Each

of the Parties hereby (i) expressly and irrevocably submits to the exclusive personal jurisdiction of the state courts sitting in

Clark County, Nevada, or, if that court does not have jurisdiction, the U.S. District Court for the U.S. District Court for the District

of Nevada, in the event any dispute arises out of this Agreement or the transactions contemplated hereby, (ii) agrees that it will

not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (iii) agrees that

it will not bring any action relating to this Agreement or the transactions contemplated hereby in any court other than those set forth

in the foregoing clause (i), (iv) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or

hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement, and (v) agrees

that each of the other Parties shall have the right to bring any action or proceeding for enforcement of a judgment entered by the state

courts sitting in Clark County, Nevada, or, if that Court does not have jurisdiction, the U.S. District Court for the U.S. District Court

for the District of Nevada. Each of USFM, Pubco, the Merger Subs and the Company agrees that a final judgment in any action or proceeding

shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

(b) Each

Party irrevocably consents to the service of process outside the territorial jurisdiction of the courts referred to in Section 11.12(a)

in any such action or proceeding by mailing copies thereof by registered or certified U.S. mail, postage prepaid, return receipt requested,

to its address as specified in or pursuant to Section 11.2. However, the foregoing shall not limit the right of a Party to effect

service of process on any other Party by any other legally available method.

PARTY HERETO ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY

IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE EACH SUCH PARTY HEREBY IRREVOCABLY, UNCONDITIONALLY AND VOLUNTARILY

WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION,

SUIT OR PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 11.13 Enforcement.

Except as otherwise provided herein, any and all remedies herein expressly conferred upon a Party will be deemed cumulative with and

not exclusive of any other remedy conferred hereby, or by law or equity upon such Party, and the exercise by a Party of any one remedy

will not preclude the exercise of any other remedy. The Parties agree that irreparable damage could occur in the event that any of the

provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly

agreed that the Parties shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to specific enforcement

of the terms and provisions of this Agreement, in addition to any other remedy to which any Party is entitled at law or in equity. In

the event that any Legal Proceeding shall be brought in equity to enforce the provisions of this Agreement, no Party shall allege, and

each Party hereby waives the defense, that there is an adequate remedy at law, and each party agrees to waive any requirement for the

securing or posting of any bond in connection therewith.

Section 11.14 Non-Recourse.

Except in the case of claims against a Person in respect of such Person’s fraud:

(a) Solely

with respect to the Company, USFM and its Subsidiaries, this Agreement may only be enforced against, and any claim or cause of action

based upon, arising out of, or related to this Agreement or the transactions contemplated hereby may only be brought against, the Company,

USFM and its Subsidiaries as named parties hereto; and

(b) Except

to the extent a party hereto (and then only to the extent of the specific obligations undertaken by such party hereto), (i) no past,

present or future director, officer, employee, incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative

or Affiliate of the Company, USFM or their respective Subsidiaries and (ii) no past, present or future director, officer, employee,

incorporator, member, partner, stockholder, Affiliate, agent, attorney, advisor or representative or Affiliate of any of the foregoing

shall have any liability (whether in Contract, tort, equity or otherwise) for any one or more of the representations, warranties, covenants,

agreements or other obligations or liabilities of any one or more of the Company, USFM or its Subsidiaries under this Agreement for any

claim based on, arising out of, or related to this Agreement or the transactions contemplated hereby.

Section 11.15 Non-Survival

of Representations, Warranties and Covenants. Except (x) as otherwise contemplated by Section 10.2, or (y) in

the case of claims against a Person in respect of such Person’s fraud, none of the representations, warranties, covenants, obligations

or other agreements in this Agreement or in any certificate, statement or instrument delivered pursuant to this Agreement, including

any rights arising out of any breach of such representations, warranties, covenants, obligations, agreements and other provisions, shall

survive the Closing and shall terminate and expire upon the occurrence of the Closing (and there shall be no liability after the Closing

in respect thereof), except for (a) those covenants and agreements contained herein that by their terms expressly apply in whole

or in part after the Closing and then only with respect to any breaches occurring after the Closing and (b) this Article XI.

Section 11.16 Amendment

and Restatement. This Agreement amends and restates the Original Merger Agreement in its entirety so as to reflect and give effect

to such amendments. All amendments to the Original Merger Agreement effected by this Agreement shall have effect from the date of this

Agreement, and all other covenants, agreements, terms and provisions of this Agreement, shall have effect from the date of the Original

Merger Agreement.

[Remainder of page intentionally left blank]

IN WITNESS WHEREOF the undersigned

have hereunto caused this Agreement to be duly executed as of the date first above written.

USFM CORPORATION

By:

/s/ Robert Price

Name:

Robert Price

Title:

Director

TWIN VEE HOLDCO INC.

By:

/s/ Glenn Sonoda

Name:

Glenn Sonoda

Title:

Authorized Signatory

TWIN VEE MERGER SUB INC.

By:

/s/ Glenn Sonoda

Name:

Glenn Sonoda

Title:

Authorized Signatory

USFM MERGER SUB INC.

By:

/s/ Glenn Sonoda

Name:

Glenn Sonoda

Title:

Authorized Signatory

TWIN VEE POWERCATS CO.

By:

/s/ Glenn Sonoda

Name:

Glenn Sonoda

Title:

Authorized Signatory

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: e7999_ex10-1.htm · Sequence: 3

EXHIBIT 10.1

SECOND AMENDMENT TO CONSULTING AGREEMENT

This Second Amendment to Consulting Agreement (“Amendment”)

is entered into effective as of October 1, 2026, by and between Twin Vee PowerCats Co. (“Company”) and Michael P. Dickerson

and/or Dickerson Financial Services, LLC (“Consultant”).

Recitals

The parties entered into a Consulting Agreement dated

February 25, 2026. The Company has requested that Consultant continue to temporarily serve as Interim Chief Financial Officer in connection

with the proposed Agreement and Plan of Merger and the transactions contemplated thereby. The parties desire to amend the Agreement to

provide for such appointment and the related compensation and protections.

1. Limited Interim Chief Financial Officer Appointment

Notwithstanding Section 1.2 of the Agreement, solely

for purposes of completing the proposed Agreement and Plan of Merger and the transactions contemplated thereby, Consultant shall serve

as the Company’s Interim Chief Financial Officer to the extent reasonably necessary to execute documents and certifications, communicate

with auditors, legal counsel, regulators, lenders, investors and other third parties, assist with SEC filings related to the transaction,

and perform such other duties customarily associated with the office of Chief Financial Officer as are reasonably necessary to complete

the proposed transaction.

This appointment is temporary and transaction-specific

and shall automatically terminate upon the earliest of:

(a) the closing of the proposed

merger transaction;

(b) abandonment or termination

of the proposed merger transaction;

following extension dates to the extent an extension of this Amendment has been agreed by each party: January 31, 2027, February 28, 2027,

or March 31, 2027; or

(d) termination of the Consulting Agreement,

unless otherwise agreed in writing.

Except as expressly provided herein, Consultant shall

remain an independent contractor. Parties acknowledge that Consultant, due to prior commitments, will be away from the physical operations

of the business from approximately December 28, 2026 until February 1, 2027, however, will generally be available to work remotely during

such period.

2. Indemnification

During Consultant’s service as Interim Chief

Financial Officer, Consultant shall be entitled to the same rights to indemnification, advancement of legal expenses, defense of claims

and limitation of liability as any other officer or director under the Company’s Articles, Bylaws, applicable law, indemnification

agreements and corporate governance policies.

The Company shall maintain Consultant as an insured

under its Directors’ and Officers’ Liability Insurance policy to the same extent as any other executive officer.

Additional Indemnification Protection. The

Company shall advance and promptly reimburse Consultant for all reasonable attorneys’ fees, costs and other expenses incurred in

connection with any claim, investigation, inquiry, subpoena, administrative proceeding, arbitration, civil action, criminal action or

regulatory proceeding arising out of or relating to Consultant’s service as Interim Chief Financial Officer or actions taken in

good faith within the scope of such service. Such advancement shall be made prior to final disposition, subject only to Consultant’s

agreement to repay such amounts if a final, non-appealable judgment determines Consultant is not entitled to indemnification under applicable

law. These rights are contractual, cumulative of all other rights, and survive termination.

3. Transaction Compensation

a) The Company shall pay Consultant $25,000 per month. All cash payments shall be made to Dickerson Financial

Services, LLC, or such other entity designated by Consultant in writing. The compensation described in this Amendment shall be fully earned

and non-refundable upon payment or vesting, regardless of whether the proposed merger transaction is ultimately consummated, provided

Consultant has substantially performed the services requested by the Company.

b) Immediately upon execution of this Amendment, compensation for the entire 6-month period shall be paid

into an escrow account for the benefit of Dickerson Financial Services, LLC (The Escrow Agent shall be determined and agreed upon by both

parties).

i) $75,000 shall be paid to Consultant on January 2, 2027.

ii) An additional $25,000 shall also be paid to Consultant on January 2, 2027 if this Amendment is extended until January 31, 2027.

iii) An additional $25,000 shall also be paid to Consultant on February 2, 2027 if this Amendment is extended until February 28, 2027;

and

iv) An additional $25,000 shall also be paid to Consultant on March 2, 2027, if this Amendment is extended

until March 31 2027.

c) Consultant agrees to extend the provisions of the original Agreement from December 31, 2026 until March

31, 2026 with respect to completing the Form 10-K for 2026, at a rate of $0 per month, if necessary and only in such case as Consultant’s

Agreement has been extended at a rate of $25,000 per month.

d) Parties agree to extend Controller Alexander Santini’s retention bonus for an additional three months

until March 31, 2027 at a rate of $5,000 per month.

4. Ratification

Except as expressly amended, all terms of the Consulting

Agreement remain unchanged and in full force and effect. In the event of any conflict, this Amendment shall control.

IN WITNESS WHEREOF, the parties have executed this

Second Amendment to Consulting Agreement.

/s/ Michael P. Dickerson

Michael P. Dickerson

Dickerson Financial Services, LLC

Consultant

/s/ Kevin Schuyler

Kevin Schuyler

Lead Independent Director

Twin Vee PowerCats Co.

Cc: Joseph Visconti, CEO

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: e7999_ex99-1.htm · Sequence: 4

EXHIBIT 99.1

USFM and Twin Vee Amend Merger Agreement

GOLDEN, CO and FORT PIERCE, FL / ACCESSWIRE / October

8, 2026 — USFM Corporation (“USFM”), a privately held, U.S.-based mineral exploration company advancing critical

mineral opportunities in Greenland, and Twin Vee PowerCats Co. (Nasdaq: VEEE) (“Twin Vee”), a manufacturer, distributor and

marketer of power sport boats, announced today that they have amended their definitive merger agreement for USFM’s pending business

combination with Twin Vee, which was initially entered into on July 12, 2026. The amended merger agreement, amongst other changes, reflects

a revised transaction structure, includes a requirement for USFM to use reasonable best efforts to seek to close an up to $5 million private

investment in public equity (PIPE) investment, and reflects a reduction in the post-closing stock split for the combined company from

90% pre-closing USFM stockholders / 10% pre-closing Twin Vee stockholders under the initial merger agreement to 93% pre-closing USFM stockholders

/ 7% pre-closing Twin Vee stockholders under the amended merger agreement. Other key terms of the July 12, 2026 initial merger agreement

remain unchanged.

Pursuant to the terms of the transaction, a newly

formed entity called Twin Vee Holdco Inc., a Texas corporation (“Pubco”), formed two new transitory merger subsidiaries, one

of which will merge with USFM and the other of which will merge with Twin Vee, resulting in Pubco as the parent company holding both USFM

and Twin Vee as separate wholly owned subsidiaries at closing. Pubco will be owned 93% by pre-closing USFM stockholders and 7% by pre-closing

Twin Vee stockholders. Pubco’s shares will be registered with the SEC and its stock is expected to be listed on NYSE American or

another national securities exchange. Additionally, as previously disclosed, prior to completion of the mergers, Twin Vee will form a

Delaware statutory trust (the “CVR Trust”) for the benefit of the pre-closing Twin Vee stockholders. Each pre-closing Twin

Vee stockholder will receive a non-transferable contingent value right (“CVR”) in the CVR Trust as a special distribution

from Twin Vee. Twin Vee will transfer the assets and liabilities relating to its marine business to the CVR Trust and the CVR Trust will

operate the marine business as a separate company focused on delivering leading recreational marine products to boating enthusiasts. The

CVRs will entitle holders to receive future distributions from the CVR Trust, which are expected to be generated from the operations or

sale of the marine business.

The amended transaction terms are intended to unlock

value for stockholders, provide the operating business with greater strategic and financial flexibility, and position both businesses

for their next phase of growth.

The amended merger agreement has been approved by

the Board of Directors of Twin Vee and the Board of Directors of USFM Corporation. The closing of the transaction is subject to customary

closing conditions, including approval by Twin Vee’s disinterested shareholders, applicable regulatory approvals, and the satisfaction

or waiver of other conditions contained in the definitive agreements. The parties currently expect the transaction to close in the fourth

quarter of 2026 or the first quarter of 2027, subject to the satisfaction of closing conditions. Neither USFM nor Twin Vee expects any

immediate changes to customer service, vendor relationships, or employee operations as a result of today’s announcement.

Advisors

Loeb & Loeb LLP is serving as legal counsel to

USFM. Sheppard Mullin Richter & Hampton LLP is serving as legal counsel to Twin Vee. Houlihan Capital provided a fairness opinion

to the Board of Directors of Twin Vee.

About USFM Corporation

USFM Corporation is a privately held U.S.-based mineral

exploration company focused on advancing critical mineral opportunities in stable jurisdictions. USFM is currently focused on the Disko-Nuussuaq

Project in Greenland, one of the largest underexplored magmatic nickel districts globally.

Learn more about USFM at usfm.com.

About Twin Vee PowerCats Co.

Twin Vee PowerCats Co. manufactures a range of boats

under the Twin Vee and Bahama Boat Works brands, designed for activities including fishing, cruising, and recreational use. Twin Vee PowerCats

are recognized for their stable, fuel-efficient, and smooth-riding catamaran hull designs. Twin Vee is one of the most recognizable brand

names in the catamaran sport boat category and is known as the “Best Riding Boats on the Water™.” Bahama Boat Works

is an iconic luxury brand long celebrated for its unmatched craftsmanship, timeless aesthetic, and dedication to producing some of the

finest offshore fishing vessels.

Twin Vee is located in Fort Pierce, Florida, and has been building and

selling boats for 30 years.

Learn more at twinvee.com and bahamaboatworks.com.

Forward-Looking Statements

This press release contains certain forward-looking

statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements

are identified by the use of the words “could,” “believe,” “anticipate,” “intend,” “estimate,”

“expect,” “may,” “continue,” “predict,” “potential,” “project”

and similar expressions that are intended to identify forward-looking statements and include statements regarding the proposed merger

between USFM and Twin Vee and the concurrent privatization of Twin Vee’s marine business; the formation of a trust to operate the

marine business as a private company; the anticipated strategic and financial benefits of the transactions, including the unlocking of

shareholder value, the lowering of operating overhead, and the ability to dedicate more resources to product development, manufacturing,

and customer support; the expected timing for completion of the transactions in the fourth quarter of 2026 or first quarter of 2027; the

expectation that there will be no immediate changes to operations, customer service, or vendor relationships; and Pubco’s future

trading on NYSE American or another national securities exchange.

These forward-looking statements are based on management’s

expectations and assumptions as of the date of this press release and are subject to a number of risks and uncertainties, many of which

are difficult to predict, that could cause actual results to differ materially from current expectations and assumptions from those set

forth or implied by any forward-looking statements. Important factors that could cause actual results to differ materially from current

expectations include, among others, the ability of the parties to consummate the proposed transaction; satisfaction of closing conditions

to the consummation of the proposed transaction; the impact of the announcement of the proposed transaction on Twin Vee’s relationships

with its employees, existing customers or potential future customers, and the risk factors described in Twin Vee’s Annual Report

on Form 10-K for the year ended December 31, 2025, Twin Vee’s Quarterly Reports on Form 10-Q, Twin Vee’s Current Reports on

Form 8-K and subsequent filings by Twin Vee, Pubco, and USFM with the SEC. The information in this press release is provided only as of

the date of this release, and none of Pubco, USFM, and Twin Vee undertakes any obligation to update or revise publicly any forward-looking

statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to

reflect the occurrence of unanticipated events, except as required by law.

Additional Information and Where to Find It

Pubco intends to file with the Securities and Exchange

Commission (the “SEC”) a Registration Statement on Form S-4, which shall include a joint proxy statement of USFM and Twin

Vee, in connection with the proposed business combination involving USFM and Twin Vee, and Pubco, Twin Vee, and USFM will furnish or file

other materials with the SEC in connection with the proposed transaction. The definitive joint proxy statement will be sent or given to

the stockholders of USFM and Twin Vee and will contain important information about the proposed transaction and related matters. BEFORE

MAKING ANY VOTING DECISION, USFM’S STOCKHOLDERS AND TWIN VEE’S STOCKHOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT AND

THOSE OTHER MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE

THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND THE PARTIES TO THE PROPOSED TRANSACTION. The Registration Statement,

joint proxy statement and other relevant materials (when they become available), and any other documents filed by Pubco, USFM, and Twin

Vee with the SEC, may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, security holders will be able

to obtain free copies of such documents from Twin Vee by contacting Twin Vee by telephone at (772) 429-2525, or by mail to Twin Vee PowerCats

Co., 3101 S. U.S. Highway 1, Fort Pierce, Florida 34982 or from USFM by contacting USFM by telephone at (872) 216-1518, or by mail to

USFM Corporation, 1707 Cole Blvd, Suite 200, Golden, Colorado 80401.

Participants in the Solicitation

Pubco, USFM, Twin Vee and their respective directors

and officers may be deemed to be participants in the solicitation of proxies from the stockholders of USFM and Twin Vee in connection

with the proposed transaction. Information regarding the interests of these directors and officers in the transaction described herein

will be included in the Registration Statement and other SEC filings described above. Additional information regarding the directors and

executive officers of Twin Vee is included in the proxy statement for its 2025 Annual Meeting, which was filed with the SEC on October

23, 2025, its Annual Report on Form 10-K, which was filed with the SEC on February 27, 2026, and is supplemented by other public filings

made, and to be made, with the SEC by Pubco, USFM, and Twin Vee.

No Offer or Solicitation

This communication is for informational purposes only

and is not intended to, and shall not, constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities,

or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation

or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Contact:

USFM Corporation

Tel: (872) 216-1518

Twin Vee

Glenn Sonoda

investor@twinvee.com

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