Form 8-K

8-K — Zone Frontier Inc.

Accession: 0001213900-26-109483

Filed: 2026-10-14

Period: 2026-10-07

CIK: 0001956741

SIC: 2842 (SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS)

Item: Entry into a Material Definitive Agreement

Item: Termination of a Material Definitive Agreement

Item: Completion of Acquisition or Disposition of Assets

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0308552-8k_zone.htm (Primary)

EX-2.1 — ASSET PURCHASE AGREEMENT, DATED OCTOBER 7, 2026, BY AND BETWEEN SANZONATE HOLDINGS LLC AND ZONE FRONTIER INC (ea030855201ex2-1.htm)

EX-99.1 — UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION (ea030855201ex99-1.htm)

EX-99.2 — PRESS RELEASE, DATED OCTOBER 8, 2026 (ea030855201ex99-2.htm)

GRAPHIC (ea030855201_ex99-2img1.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0308552-8k_zone.htm · Sequence: 1

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0001956741

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

ZONE FRONTIER INC.

(Exact name of registrant as specified in its charter)

Nevada

001-42033

88-4042082

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

5718 Westheimer Road, Suite 1000, Houston, Texas

77057

(Address of principal executive offices)

(Zip Code)

(713) 352-3977

(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 $0.0001 per share

ZONE

NYSE American LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.

On October 7, 2026, Zone Frontier Inc. f/k/a CleanCore

Solutions, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Sanzonate

Holdings LLC, a Nevada limited liability company (the “Buyer”), pursuant to which the Company sold to the Buyer substantially

all of the assets of the Company’s legacy business of developing and producing cleaning products that produce pure aqueous ozone for professional,

industrial and home use (the “Cleaning Products Business”), including all of the issued and outstanding ordinary shares of CleanCore

Global Limited, the Company’s wholly owned subsidiary incorporated in Ireland (the “Subsidiary”), and the Buyer assumed certain

liabilities of the Cleaning Products Business (the “Disposition”). The Disposition was completed concurrently with the execution

of the Purchase Agreement on October 7, 2026 (the “Closing”). The Buyer is controlled by Clayton Adams, a member of the Company’s

Board of Directors (the “Board”). See “Relationship with the Buyer; Interest of Related Person” below.

The key terms of the Purchase Agreement and the

related transaction documents are summarized below.

Purchased Assets. The assets sold to the

Buyer (the “Purchased Assets”) include: (i) 100 ordinary shares, par value €1.00 per share, of the Subsidiary, representing

100% of its issued and outstanding securities; (ii) $500,000 in cash, excluding cash held in the Subsidiary; (iii) the intellectual property used in the Cleaning Products Business,

including U.S., Canadian and Mexican patents and patent applications relating to aqueous ozone generation and dispensing technology, the

registered and pending trademarks related to the Cleaning Products Business (including the CLEANCORE marks), related unregistered copyrights

and the domain name associated with the Cleaning Products Business; (iv) the accounts receivable, inventory, equipment and other tangible

personal property of the Cleaning Products Business; (v) the Company’s leasehold interest in its former Omaha, Nebraska facility; and

(vi) related contracts, permits, digital accounts, books and records and goodwill. All cash held by the Subsidiary at the Closing remained

with the Subsidiary. The Company has agreed to cease use of the “CleanCore” and “CleanCore Solutions” names.

Excluded Assets. The Company retained all

of its cash and cash equivalents in excess of $500,000, its digital asset holdings, and all of its data center and AI infrastructure interests,

including its 79% membership interest in the joint venture developing the Company’s Minnesota data center campus and its 99% capital interest

in the joint venture developing the Company’s West Texas data center campus, together with all related contracts, including the Colocation

Services Agreement with Cerebras Systems Inc.

Assumed and Excluded Liabilities. The Buyer

assumed only the liabilities specifically identified in the Purchase Agreement, including the lease obligations for the Omaha facility,

the accounts payable, credit card balances, accrued liabilities and product warranty obligations of the Cleaning Products Business. The

Company retained all other liabilities, including taxes arising from the Disposition, transaction expenses

and environmental liabilities.

Purchase Price and Promissory Note. The

purchase price for the Purchased Assets is $3,350,000 (the “Purchase Price”), which the Buyer paid at the Closing by delivering

to the Company a secured, non-convertible promissory note in the principal amount of $3,350,000 (the “Note”). The Note bears

interest at 6% per annum (increasing to 10% per annum during an event of default) and is payable in three installments: (i) $300,000 of

principal six months after the Closing; (ii) $850,000 of principal, plus accrued interest, 12 months after the Closing; and (iii) the

remaining $2,200,000 of principal, together with all accrued and unpaid interest, 18 months after the Closing. Interest accrued during

the first six months is deferred to the later payment dates. The Buyer may prepay the Note at any time without premium or penalty on 15

days’ notice. The Note contains customary events of default, including payment defaults, covenant and representation defaults, judgment

and cross-defaults of $100,000 or more and bankruptcy events, upon which the Company may accelerate the Note. The Note is subordinated

in right of payment and lien priority to any indebtedness of the Buyer for borrowed money owed to banks, commercial finance companies

or other institutional lenders.

Security. The Buyer’s obligations under

the Note are secured, pursuant to an Intellectual Property Security Agreement (the “IP Security Agreement”), by a first-priority

security interest in the intellectual property transferred to the Buyer in the Disposition, subject to the subordination provisions described

above. The security interest will be released automatically upon the earlier of (i) repayment in full of the Note and (ii) the Buyer’s

raising at least $3,000,000 in equity or debt financing after the Closing, provided that a release under clause (ii) may not occur unless

the Buyer has paid the first $300,000 principal installment and the first Earnout Payment (as defined below), to the extent then due,

and no event of default or unpaid Earnout Payment is outstanding. If the Buyer raises capital before the six-month anniversary of the

Closing, it must apply a portion of the proceeds to pay the first principal installment and any first Earnout Payment then due.

Earnout Payments. In addition to the Purchase

Price, the Company is entitled to additional cash payments of up to $2,250,000 in the aggregate (each, an “Earnout Payment”)

if the Buyer completes a bona fide equity financing during the period ending on the later of 18 months after the Closing and the termination

of the Note (the “Earnout Period”), as follows: (i) $500,000 at a pre-money valuation of at least $10,000,000; (ii) an additional

$750,000 at a pre-money valuation of at least $17,500,000; and (iii) an additional $1,000,000 at a pre-money valuation of at least $25,000,000.

Each Earnout Payment is due within 30 days after the applicable financing closes, and unpaid amounts accrue interest at 6% per annum.

Equity Consideration. At the Closing, the

Buyer issued to the Company 526,316 common units representing a 5% membership interest in the Buyer (the “Closing Equity”),

and the Company became a member of the Buyer under a joinder to the Buyer’s operating agreement. If the Buyer completes a bona fide equity

financing at a pre-money valuation of at least $25,000,000 during the Earnout Period, the Buyer must issue to the Company additional common

units representing a further 2% membership interest in the Buyer, measured as of the Closing, within 30 days. If it does not do so on

time, it must issue a penalty of additional units equal to 6% of such additional units.

Representations, Covenants and Indemnification.

The Purchase Agreement contains customary representations, warranties and covenants, including a three-year covenant by the Company not

to compete with the Cleaning Products Business within 50 miles of any area where it is conducted or planned by the Buyer to be conducted

as of the Closing, not to induce customers or suppliers of the Buyer to terminate their relationships with the Buyer, and not to hire

or retain employees or officers of the Buyer. The Company’s representations survive for 24 months after the Closing, and specified fundamental

representations survive until the applicable statute of limitations. Indemnification claims for breaches of representations and warranties

are subject to a $50,000 aggregate threshold (with recovery from the first dollar once exceeded), which does not apply to the Buyer’s

claims for breaches of fundamental representations. They are also subject to a cap of 25% of the Purchase Price, or 100% of the Purchase

Price for breaches of fundamental representations and certain covered third-party claims. Claims based on fraud or intentional misrepresentation

are not subject to these limitations. The Company also indemnifies the Buyer for excluded liabilities, and the Buyer indemnifies the Company

for assumed liabilities and the post-Closing operation of the Cleaning Products Business.

Ancillary Agreements. At the Closing, the

Company and the Buyer also entered into a Bill of Sale and Assignment, an Intellectual Property Assignment Agreement (together with short-form

trademark, patent and copyright assignments) and an assignment of the Omaha facility lease.

The foregoing descriptions of the Purchase Agreement,

the Note, the IP Security Agreement and the Termination Agreement (as defined below) do not purport to be complete and are qualified in

their entirety by reference to the full text of (i) the Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form

8-K and incorporated herein by reference, and which includes the forms of the Note and the IP Security Agreement as exhibits thereto,

and (ii) the Note, the IP Security Agreement and the Termination Agreement, copies of which the Company intends to file as exhibits to

its Quarterly Report on Form 10-Q for the quarter ending December 31, 2026.

The Purchase 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 or the Buyer.

The representations, warranties and covenants in the Purchase Agreement were made solely for the purposes of that agreement and as of

specific dates, solely for the benefit of the parties to it. They may be subject to limitations agreed upon by the parties, including

qualification by confidential disclosure schedules, and may be subject to standards of materiality that differ from those applicable to

investors. Investors should not rely on the representations, warranties and covenants, or any descriptions of them, as characterizations

of the actual state of facts or condition of the Company, the Buyer or the Subsidiary.

Relationship with the Buyer; Interest of

Related Person.

Clayton Adams, a controlling member and Chief

Executive Officer of the Buyer, is a member of the Board and previously served the Company under an Executive Transition Services Agreement,

dated March 26, 2026 (the “Transition Services Agreement”). Mr. Adams also held an option to purchase the Cleaning Products

Business under an Option Agreement with the Company dated September 5, 2025 (the “Option Agreement”). On October 7, 2026, Mr.

Adams delivered a notice irrevocably exercising the option through the Buyer’s acquisition of the Cleaning Products Business under the

Purchase Agreement. Under that notice, the Option Agreement terminated upon the Closing. Mr. Adams’s exercise or relinquishment of the

option was a condition to the Company’s obligation to complete the Disposition.

Because of these relationships, Mr. Adams has

a direct and indirect material interest in the Disposition, including through his ownership of the Buyer, the counterparty to the Purchase

Agreement, the Note and the IP Security Agreement. The approximate dollar value of the transaction is $3,350,000 (the Purchase Price),

plus up to $2,250,000 of contingent Earnout Payments. As required by the Option Agreement, the Company received a fairness opinion from

Newbridge Securities Corporation in connection with the Disposition. The Disposition was reviewed and approved by the disinterested members

of the Board, in accordance with the Company’s related person transaction policy, with Mr. Adams not participating in the deliberations

or vote.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 under “Relationship

with the Buyer; Interest of Related Person” is incorporated herein by reference. On October 7, 2026, and effective upon the Closing,

the Option Agreement terminated in accordance with Mr. Adams’s notice of exercise. No early termination penalties were incurred by the

Company in connection with the termination.

In addition, on October 7, 2026, the Company and

Mr. Adams entered into a Termination and Release Agreement (the “Termination Agreement”), effective as of and contingent upon

the Closing. Under the Termination Agreement, the Transition Services Agreement and Mr. Adams’s employment with the Company under it terminated,

and the parties exchanged mutual releases of claims arising out of or relating to the Transition Services Agreement. The Termination Agreement

does not affect Mr. Adams’s continued service as a director of the Company.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 of this

Current Report on Form 8-K is incorporated herein by reference. On October 7, 2026, the Company completed the Disposition under the Purchase

Agreement. The consideration consisted of the Note in the principal amount of $3,350,000, the Closing Equity representing a 5% membership

interest in the Buyer, and the contingent right to receive the Earnout Payments of up to $2,250,000 and additional membership interests

in the Buyer, each as described in Item 1.01. The consideration was determined through negotiations between the Company and the Buyer

and was supported by the fairness opinion described in Item 1.01. As described in Item 1.01, the Buyer is controlled by Clayton Adams,

a director of the Company, and Mr. Adams has a material interest in the Disposition.

The Disposition completes the Company's previously announced plan,

first disclosed on June 8, 2026, to dispose of its cleaning products segment as part of its strategic transition to AI critical infrastructure.

The Company previously announced it sold all its Dogecoin holdings and exited the Treasury strategy on July 20, 2026. Following the Dispositions,

the Company's operations consist of its data centers and AI infrastructure business.

Item 7.01 Regulation FD Disclosure.

On October 8, 2026, the Company issued a press

release announcing the completion of the Disposition. A copy of the press release is furnished as Exhibit 99.2 to this Current Report

on Form 8-K. The information in this Item 7.01, including Exhibit 99.2, is furnished and shall not be deemed “filed” for purposes

of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities

of that section. It shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange

Act, except as expressly set forth by specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

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

statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to,

statements regarding the Buyer’s payment of the Note and any Earnout Payments, the Buyer’s ability to complete future financings and the

valuations it may achieve, the value of the Company’s membership interest in the Buyer, and the Company’s strategic transition to an AI

infrastructure business. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties

that could cause actual results to differ materially from those expressed or implied. These factors include, among others: the Buyer’s

ability to perform its obligations under the Note and the Purchase Agreement; the Buyer’s ability to raise capital on acceptable terms

or at all; the subordination of the Note and the related security interest to senior indebtedness of the Buyer and the possible release

of that security interest; the value and realizability of the collateral and of the Company’s equity interest in the Buyer; potential

indemnification claims; the Company’s continued ability to successfully transition its business model; and other factors described in

the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking

statements, except as required by law.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed consolidated

financial information of the Company giving effect to the Disposition, prepared in accordance with Article 11 of Regulation S-X, is filed

as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits.

Exhibit No.

Description

2.1*

Asset Purchase Agreement, dated October 7, 2026, by and between Sanzonate Holdings LLC and Zone Frontier Inc.

99.1

Unaudited Pro Forma Condensed Consolidated Financial Information

99.2

Press Release, dated October 8, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules and exhibits to this agreement have been

omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a supplemental copy of any omitted schedule or exhibit

to the Securities and Exchange Commission upon request. Certain identified information has been redacted pursuant to Item 601(b)(2)(ii)

of Regulation S-K because it is both not material and of the type the Company treats as private or confidential.

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.

Date: October 14, 2026

ZONE FRONTIER INC.

/s/ Tyler Hassen

Name:

Tyler Hassen

Title:

Chief Executive Officer

EX-2.1 — ASSET PURCHASE AGREEMENT, DATED OCTOBER 7, 2026, BY AND BETWEEN SANZONATE HOLDINGS LLC AND ZONE FRONTIER INC

EX-2.1

Filename: ea030855201ex2-1.htm · Sequence: 2

Exhibit 2.1

ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT,

dated October 7, 2026 (this “Agreement”), by and among Sanzonate Holdings

LLC, a Nevada limited liability company (“Buyer”) and Zone Frontier

Inc., a Nevada corporation (formerly CleanCore Solutions, Inc.) (“Seller”).

BACKGROUND

Seller is engaged in the development

and production of cleaning products that produce pure aqueous ozone for professional, industrial, or home use (the “Business”).

Buyer desires to purchase substantially all of the assets of the Business, including CleanCore Global Limited, Seller’s wholly-owned

subsidiary (“Subsidiary”), and assume certain of the liabilities of the Business in return for the Purchase Price (as

defined herein).

Seller is the record and beneficial

owner of 100 ordinary shares, par value €1.00 (the “Shares”), of Subsidiary, which represents 100% of the issued

and outstanding securities of Subsidiary.

AGREEMENT

NOW, THEREFORE, in consideration

of the mutual promises herein contained, the parties hereto, intending to be legally bound, hereby agree as follows:

article

SALE OF ASSETS AND ASSUMPTION

OF LIABILITIES

1.1 Sale

of Assets.

(a) Purchased

Assets. At the Closing (as defined below), Seller shall sell, assign, transfer, convey and deliver to Buyer and Buyer shall accept

and purchase all of Seller’s right, title and interest in and to all of Seller’s assets, properties and rights relating to

the Business existing at the close of business on the day of the Closing, including, without limitation, the Intellectual Property (as

defined below), the Shares, cash and cash equivalents in the amount of Five Hundred Thousand Dollars ($500,000), and the assets, properties

and rights of Seller reflected in the Schedule of Purchased Assets attached hereto and labeled Schedule 1.1(a), together with all

assets, properties and rights acquired by Seller of a similar nature since the date of such Schedule, less such assets, properties and

rights as may have been disposed of since said date in the ordinary course of business (the “Purchased Assets”). In

addition, all cash and cash equivalents held by the Subsidiary as of the Closing (approximately €301,000) shall remain with the Subsidiary,

shall not be distributed, dividended or otherwise transferred to Seller or any of its affiliates prior to the Closing, and shall be retained

by Buyer through its ownership of the Shares following the Closing.

(b) Excluded

Assets. The foregoing notwithstanding, Buyer shall not purchase, and Seller shall not be deemed to sell, the cash and cash equivalents

of Seller in excess of $500,000 (it being understood that cash and cash equivalents held by the Subsidiary are not Excluded Assets and

shall remain with the Subsidiary at Closing) and those other assets which are listed in the Schedule of Excluded Assets attached

hereto and labeled Schedule 1.1(b) (collectively, the “Excluded Assets”).

1.2 Assumption

of Liabilities.

(a) Assumed

Liabilities. As of the Closing Date (as defined below), Buyer shall undertake, assume, and agree to perform, and otherwise pay, satisfy

and discharge as of the Closing the liability upon only those contracts or agreements, if any, designated by Buyer and listed in Schedule 1.2(a)

(the “Assumed Liabilities”).

(b) Excluded

Liabilities. Buyer shall not assume, nor does Buyer agree to pay, any debts, liabilities or obligations not specifically listed in

Schedule 1.2(a) hereof, including (i) any liability of Seller for income, transfer, sales, use, and all other taxes arising

in connection with the consummation of the transactions contemplated hereby (including any income taxes arising because Seller is transferring

the Purchased Assets), whether imposed on Seller as a matter of law, under this Agreement or otherwise, (ii) any liability of Seller for

taxes, including taxes of any person other than Seller, (iii) any liability of Seller with respect to any indebtedness for borrowed money

incurred on or prior to the Closing Date, (iv) any liability for costs and expenses of Seller in connection with this Agreement or any

transactions contemplated hereby, and (v) any environmental liability (the “Excluded Liabilities”). All Excluded Liabilities

shall be the responsibility of Seller, and Seller agrees to indemnify and hold Buyer harmless against any Excluded Liabilities, debts,

obligations, claims or damages therefrom, costs and expenses.

1.3 Closing.

The closing of the purchase and sale of the Purchased Assets (the “Closing”) will take place on or before October 7,

2026 (the “Closing Date”), through the exchange and delivery of executed documents by electronic mail or otherwise,

unless another date or a place is agreed to in writing by the parties hereto.

1.4 Purchase

Price.

(a) Purchase

Price. For purposes hereof, the Purchase Price shall be equal to Three Million Three Hundred Fifty Thousand Dollars ($3,350,000) (the

“Purchase Price”), subject to the terms of this Section 1.4.

(b) Purchase

Price and Payment. The entire Purchase Price shall be payable at the Closing by Buyer through the delivery to Seller of a secured,

non-convertible promissory note in the principal amount of the Purchase Price (the “Note”). The Note shall bear interest

at the rate of six percent (6%) per annum and shall be repaid as follows: (i) Three Hundred Thousand Dollars ($300,000) due six (6) months

after the Closing Date; (ii) Eight Hundred Fifty Thousand Dollars ($850,000) due twelve (12) months after the Closing Date; and (iii)

the remaining balance of the Note, being Two Million Two Hundred Thousand Dollars ($2,200,000) of principal, together with all accrued

and unpaid interest, due eighteen (18) months after the Closing Date. The Note shall be in substantially the form attached hereto as Exhibit

A. Buyer’s obligations under the Note shall be secured by a first priority security interest in the Intellectual Property transferred

to, or acquired by, Buyer under this Agreement, pursuant to a security agreement between Buyer and Seller in substantially the form attached

hereto as Exhibit B (the “IP Security Agreement”). The security interest granted under the IP Security Agreement

shall be automatically released upon the earlier to occur of (i) full repayment of the Note and (ii) the date on which Buyer has raised

an aggregate of Three Million Dollars ($3,000,000) in equity or debt financing following the Closing, provided that, in the case of clause

(ii), such release shall not occur unless and until Buyer has (A) made the first scheduled payment of Three Hundred Thousand Dollars ($300,000)

of principal due under the Note, and (B) paid the first Earnout Payment (as defined below) of Five Hundred Thousand Dollars ($500,000)

due under Section 1.4(d) upon achievement of a pre-money valuation of at least Ten Million Dollars ($10,000,000), to the extent such Earnout

Payment has become due and payable; provided further, that no release under clause (ii) shall occur at any time that any Event of Default

(or any event that with notice or lapse of time would constitute an Event of Default) under the Note has occurred and is continuing, or

any Earnout Payment that has become due and payable remains unpaid, in each case determined both at the time such financing threshold

is reached and on the date of release. If Buyer raises capital prior to the six-month anniversary of the Closing Date, Buyer shall apply

a portion of such capital proceeds to satisfy the first scheduled payment of Three Hundred Thousand Dollars ($300,000) of principal due

under the Note and the first Earnout Payment due under Section 1.4(d), to the extent then due and payable, and such payments shall be

a condition precedent to any release of the security interest. At the Closing, Seller will deliver to Buyer a certificate or certificates

representing the Shares, if certificated, duly endorsed or accompanied by stock powers duly endorsed in blank.

Price Allocation. As soon as practicable after the Closing Date, and in any event within sixty (60) days thereafter, Buyer shall prepare

and deliver to Seller a proposed allocation of the Purchase Price (and any other amounts treated as consideration for applicable tax purposes)

among the Purchased Assets and the Shares in a manner consistent with Section 1060 of the Internal Revenue Code of 1986, as amended, and

the Treasury Regulations promulgated thereunder (the “Allocation”). Seller shall have the right to review and approve

the Allocation, such approval not to be unreasonably withheld, conditioned or delayed, and Seller shall notify Buyer of any objections

within fifteen (15) days after receipt thereof. If Seller and Buyer are unable to agree on the Allocation within thirty (30) days after

Buyer’s delivery thereof, the disputed items shall be resolved by an independent public accounting firm of nationally recognized

standing jointly selected by the parties (the “Accounting Firm”), whose determination shall be final and binding and whose

fees shall be borne fifty percent (50%) by each party. Buyer and Seller shall each report the transactions contemplated by this Agreement,

including for purposes of IRS Form 8594, in a manner consistent with the Allocation as finally determined, and neither party shall take

any position inconsistent with the Allocation in any tax return, refund claim, litigation or otherwise, except as required by a final

determination of an applicable taxing authority.

(d) Earnout

Payments. In addition to the Purchase Price, Seller shall be entitled to receive additional cash payments of up to Two Million Two

Hundred Fifty Thousand Dollars ($2,250,000) in the aggregate (each, an “Earnout Payment”), contingent upon Buyer achieving

certain valuation milestones as follows in any bona fide equity financing occurring during the period beginning on the date hereof and

ending on the later of eighteen (18) months from the date hereof, or termination of the Note (the “Financing Period”):

(i) Five Hundred Thousand Dollars ($500,000) if Buyer achieves a pre-money valuation of at least Ten Million Dollars ($10,000,000); (ii)

an additional Seven Hundred Fifty Thousand Dollars ($750,000) if Buyer achieves a pre-money valuation of at least Seventeen Million Five

Hundred Thousand Dollars ($17,500,000); and (iii) an additional One Million Dollars ($1,000,000) if Buyer achieves a pre-money valuation

of at least Twenty-Five Million Dollars ($25,000,000). Each Earnout Payment milestone is additive and independent (i.e., each threshold

builds on the prior milestone). Each Earnout Payment shall be due and payable within thirty (30) days after the closing of the applicable

financing. If Buyer fails to pay the entire Earnout Payment due within thirty (30) days of the applicable financing, interest shall accrue

at 6% per annum on the unpaid amount of the applicable Earnout Payment. Buyer shall notify Seller within ten (10) days upon the closing

of any equity financing occurring during the term of the Note and shall provide Seller with reasonable documentation of the valuation

achieved in such financing.

(e) Equity

Consideration. At the Closing, Buyer shall issue to Seller (or its designee) a number of common units constituting a five percent

(5%) membership interest in Buyer as of the Closing Date (the “Closing Equity”). In addition, if Buyer achieves a pre-money

valuation of at least Twenty-Five Million Dollars ($25,000,000) in any bona fide equity financing occurring during the Financing Period,

Buyer shall issue to Seller (or its designee) an additional number of common units constituting an additional two percent (2%) membership

interest in Buyer as of the Closing Date (such additional common units, if any, the “Additional Equity”). The Additional

Equity shall be issued within thirty (30) days after the closing of such qualifying financing. If Buyer fails to issue the Additional

Equity within such thirty (30) day period, Buyer shall issue to Seller additional common units equal to six percent (6%) of the Additional

Equity as a penalty for such late issuance, which shall be issued in addition to the Additional Equity otherwise owed.

1.5 Further

Cooperation. From time to time after the Closing, Seller at Buyer’s request and without further consideration, agrees to execute

and deliver or to cause to be executed and delivered such other instruments of transfer as Buyer may reasonably request to transfer to

Buyer more effectively the right, title and interest in or to the Purchased Assets and to take or cause to be taken such further or other

action as may reasonably be necessary or appropriate in order to effectuate the transactions contemplated by this Agreement.

1.6 Certain

Definitions. As used in this Agreement, “Material Adverse Effect” means any event, occurrence, fact, condition,

change, development or effect that, individually or in the aggregate with all other events, occurrences, facts, conditions, changes, developments

or effects, has had or would reasonably be expected to have a material adverse effect on the business, assets, liabilities, financial

condition or results of operations of Seller and the Subsidiary, taken as a whole, or on the ability of Seller to consummate the transactions

contemplated by this Agreement; provided, however, that none of the following, alone or in combination, shall be deemed to constitute,

or be taken into account in determining whether there has been or would be, a Material Adverse Effect: (a) changes in general economic,

business, financial, capital market or geopolitical conditions; (b) changes generally affecting the industries or markets in which the

Business operates; (c) changes in applicable law or United States generally accepted accounting principles (“GAAP”) or the

interpretation thereof; (d) acts of war, terrorism, natural disasters or public health emergencies (including any pandemic); (e) any failure

by Seller to meet internal or published projections, estimates or forecasts (it being understood that the underlying cause of any such

failure may be considered in determining whether a Material Adverse Effect has occurred); or (f) the announcement, pendency or performance

of this Agreement or the transactions contemplated hereby, including the impact thereof on relationships with customers, suppliers, employees

or regulators, provided that this clause (f) shall not apply to the extent any representation or warranty is intended to address the consequences

of the execution, delivery, or performance of this Agreement or the consummation of the transactions contemplated hereby; except, in the

case of clauses (a) through (d), to the extent Seller and the Subsidiary, taken as a whole, are disproportionately affected thereby as

compared to other participants in the industries in which the Business operates. “Knowledge” of Seller means the actual

knowledge, after reasonable inquiry, of Tyler Hassen, Chief Executive Officer of Seller.

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REPRESENTATIONS AND WARRANTIES

2.1 Representations

and Warranties of Seller. Seller represents and warrants to, and agrees with, Buyer as follows:

(a) Organization

and Qualification; Corporate Power. Each of Seller and Subsidiary is a corporation duly-organized, validly existing and in good standing

under the laws of the jurisdiction of its incorporation or formation. Each of Seller and Subsidiary has all requisite corporate or other

organizational power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. Each

of Seller and Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the nature

of its business or the ownership, leasing, or operation of its properties makes such qualification or licensing necessary, except where

the failure to be so qualified or licensed would not reasonably be expected to have, individually or in the aggregate, a Material Adverse

Effect.

(b) Seller

Ownership. Seller is the record and beneficial owner of all of the issued and outstanding equity interests of the Subsidiary, free

and clear of all liens. All of the issued and outstanding equity interests of the Subsidiary have been duly authorized and validly issued,

are fully paid and nonassessable, and were not issued in violation of any preemptive rights, rights of first refusal, or similar rights.

Except for this Agreement and the Option Agreement, there are no outstanding options, warrants, convertible securities, or other securities,

or subscription, preemptive or other rights convertible into or exchangeable for, or other rights, agreements, or commitments obligating

Seller or Subsidiary to issue, sell, or transfer any equity interests of Subsidiary or any securities convertible into or exchangeable

for such equity interests. Other than the Subsidiary, no entity in which Seller holds a direct or indirect interest owns, holds or has

any right to use any assets, properties or rights used in the Business. Except for this Agreement and the Option Agreement, Seller is

not a party to any contract obligating Seller to vote or dispose of any shares of the capital stock of, or other equity or voting interests

in, Subsidiary.

Obligation. Each of Seller and Subsidiary has all requisite corporate or other organizational power and authority to enter into and

perform its obligations under this Agreement and to carry out the transactions contemplated hereby. The Board of Directors of Seller has

duly-authorized the execution and delivery of this Agreement and the other transactions contemplated hereby and, no other corporate proceedings

on the part of Seller are necessary to authorize this Agreement and the transactions contemplated hereby. This Agreement has been duly-executed

and delivered by Seller and constitutes a valid and binding obligation of Seller enforceable in accordance with its terms. The execution,

delivery and performance by Seller of this Agreement does not and will not conflict with, or result in any violation of or default under,

any provision of the Articles of Incorporation, Bylaws or other constituent instruments of Seller or any ordinance, rule, regulation,

judgment, order, decree, agreement, instrument or license applicable to Seller or to any of its respective properties or assets. Except

as set forth on Schedule 2.1(c), no consent, approval, order or authorization of, or registration, declaration or filing with,

any court, administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by

or with respect to Seller in connection with its execution, delivery or performance of this Agreement.

(d) Organizational

Documents. Seller has made available to Buyer true, correct, and complete copies of the certificate of incorporation, bylaws, operating

agreement, or other organizational documents of the Subsidiary, each as amended to date and currently in effect. The Subsidiary is not

in violation of any provision of its organizational documents.

(e) Purchased

Assets. Except for assets disposed of in the ordinary course of business and Excluded Assets, the Purchased Assets consist of all

assets which have been used by Seller in the Business since October 17, 2022. The Purchased Assets are in good operating condition and

repair (ordinary wear and tear excepted) and are adequate for the uses to which they are being put.

(f) Title

to Personal Property. Except as set forth in Schedule 2.1(f), each of Seller and Subsidiary has good and marketable title to

all of the personal property included in the Purchased Assets, in each case free and clear of all mortgages, liens, security interests,

pledges, charges or encumbrances of any nature whatsoever.

(g) Real

Property. The Purchased Assets do not include any real property owned by Seller or the Subsidiary. Schedule 2.1(g) includes

a complete list of the only real property leased by each of Seller and Subsidiary (the “Leased Real Property”). Seller

has a valid leasehold interest in the Leased Real Property as is indicated in the leases for the Leased Real Property. At Closing, such

leasehold interest in the Leased Real Property will be assigned to Buyer pursuant to an instrument of assignment as contemplated by Section

5.2(d) hereof (the “Lease Assignment”).

(h) Contracts.

Except as described in Schedule 2.1(h), Seller is not a party to or bound by any lease, agreement, contract or other commitment

which involves the payment or receipt of more than $10,000 per year or that is not cancelable by Seller on less than 60 days’ notice

(collectively, the “Contracts”). Each Contract is a valid and binding obligation of Seller and is in full force and

effect. Seller has performed all material obligations required to be performed by it to date under the Contracts. All Contracts are in

the name of Seller, and all Contracts included in the Assumed Liabilities will be effectively transferred to Buyer at the time of the

Closing.

(i) Material Contracts of

the Subsidiary. Schedule 2.1(i) sets forth a true, correct, and complete list of all material contracts to which the Subsidiary

is a party or by which any of its assets or properties are bound (the “Material Contracts”). Seller has made available

to Buyer true, correct, and complete copies of each such Material Contract. Each Material Contract is valid and binding on the Subsidiary

and, to the Knowledge of Seller, each other party thereto, and is in full force and effect. Neither the Subsidiary nor, to the Knowledge

of Seller, any other party thereto, is in material breach or default under any Material Contract, and no event has occurred that, with

the giving of notice or lapse of time or both, would constitute a material breach or default by the Subsidiary or, to the Knowledge of

Seller, any other party thereto.

(j) Litigation.

There are no lawsuits, claims, proceedings or investigations pending by or against or affecting Seller, Subsidiary or any of their respective

properties, assets, operations or business which could adversely affect the transactions contemplated by this Agreement or Buyer’s

right to utilize the Purchased Assets.

(k) Absence

of Changes or Events. Except as set forth in Schedule 2.1(k), since June 30, 2026, the Business of Seller has been operated

in the ordinary course and there has not been any material adverse change in the financial condition, results of operations, business,

assets or prospects of Seller or the value or condition of the Purchased Assets.

(l) Compliance

with Laws. Neither Seller nor Subsidiary is in violation with respect to its operation of the Purchased Assets of any law, order,

ordinance, rule or regulation of any governmental authority, except for any violation that would not have a material adverse effect on

the Business or its prospects.

(m) No

Broker’s or Finder’s Fees. Except as set forth on Schedule 2.1(m), no agent, broker, investment banker, person

or firm acting on behalf of Seller is or will be entitled to any broker’s or finder’s fee or any other commission or similar

fee in connection with any of the transactions contemplated herein.

(n) Permits.

Subsidiary holds all permits necessary for the lawful conduct of its business as presently conducted, except where the failure to hold

such permits would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such permits are

valid and in full force and effect, and no suspension, revocation, cancellation, or withdrawal of any such permit is pending or, to the

Knowledge of Seller, threatened.

(o) Employee

Benefit Plans. Schedule 2.1(o) sets forth a true, correct, and complete list of all employees of Subsidiary, together with

their titles, dates of hire, annual compensation, and work location. Subsidiary is in compliance in all material respects with all applicable

laws relating to employment, employment practices, wages, hours, and terms and conditions of employment. Subsidiary has no material liability

with respect to any Employee Benefit Plan maintained, sponsored, or contributed to by the Subsidiary or with respect to which the Subsidiary

has any obligation. For purposes of this Agreement, “Employee Benefit Plan” means any (i) “employee benefit plan”

as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, whether or not subject thereto, (ii) employment,

severance, retention, change in control, transaction bonus, or similar agreement, plan, policy, or arrangement, (iii) equity or equity-based

compensation plan or arrangement (including any stock option, stock purchase, stock appreciation, restricted stock, restricted stock unit,

phantom stock, or similar plan or arrangement), (iv) deferred compensation plan or arrangement, or (v) any other plan, policy, program,

or arrangement providing compensation or benefits to any current or former employee, officer, director, or independent contractor, in

each case, that is maintained, sponsored, or contributed to by Subsidiary or with respect to which Subsidiary has any current or contingent

liability.

(p) Environmental

Matters. There have been no private or governmental claims, citations, complaints, notices of violation or letters made, issued to

or threatened against Seller by any governmental entity or private or other party for the impairment or diminution of, or damage, injury

or other adverse effects to, the environment or public health resulting, in whole or in part, from the ownership, use or operation of

Seller’s facilities (whether owned or leased) which will be occupied or operated by Buyer as a result of the transactions contemplated

hereby (the “Property”). Seller has duly-complied with, and, to the Knowledge of Seller, the Property is in compliance

with, the provisions of all federal, state and local environmental, health and safety laws, codes and ordinances and all rules and regulations

promulgated thereunder. Seller has provided Buyer with true, accurate and complete copies of any written information in the possession

of Seller which pertains to the environmental history of the Property.

(q) Financial

Statements. Seller has delivered to Buyer the audited consolidated balance sheet of Seller at June 30, 2026, and the related audited

statement of income for the twelve (12)-month period ended June 30, 2026, which were prepared in accordance with the books and records

of Seller, have been prepared in conformity with GAAP applied on a consistent basis throughout the periods covered thereby and present

fairly the financial position and the results of operations of Seller on a consolidated basis as of the dates and for the periods indicated.

On or before the Closing, Seller shall deliver to Buyer quarterly consolidated financial statements in a form reasonably satisfactory

to Buyer for all quarterly periods after June 30, 2026 for which financial information is available, which financial statements shall

be prepared on a consistent basis with the annual financial statements described above. Seller does not have any liabilities except for

(i) liabilities set forth on the face of the most recent balance sheet delivered to Buyer (rather than in any notes thereto) prior to

the Closing and (ii) liabilities which have arisen after the date of such balance sheet in the ordinary course of business consistent

with past practices (none of which results from, arises out of, relates to, is in the nature of, or was caused by any breach of contract,

breach of warranty, tort, infringement, or violation of law).

(r) Taxes.

There are no taxes on or measured by income or gross receipts or franchise, real and personal property, employment, excise, sales and

use or other taxes of any kind properly attributable to periods up to and including the Closing for which Buyer could be held liable which

have not been or will not be paid by Seller. All tax returns required to be filed by or with respect to Subsidiary have been timely filed

(taking into account any valid extensions), and all such tax returns are true, correct, and complete in all material respects. All taxes

due and owing by Subsidiary (whether or not shown on any tax return) have been timely paid. There are no liens for taxes upon any assets

of the Subsidiary. No claim has been made by any governmental authority in a jurisdiction where Subsidiary does not file tax returns that

the Subsidiary is or may be subject to taxation by that jurisdiction.

(s) Intellectual

Property. Schedule 2.1(s) sets forth a true, correct, and complete list of all intellectual property used in the Business owned

by Seller or Subsidiary (“Intellectual Property”). Seller and/or Subsidiary own or have the right to use all Intellectual

Property necessary for the conduct of the Business as presently conducted. To the Knowledge of Seller, the Intellectual Property does

not infringe, misappropriate, or otherwise violate the intellectual property rights of any third party. To the Knowledge of Seller, no

third party is infringing, misappropriating, or otherwise violating any Intellectual Property.

(t) SEC

Filings and Compliance. Seller has timely filed or furnished all reports, schedules, forms, statements, prospectuses, registration

statements, and other documents required to be filed or furnished by it with the Securities and Exchange Commission (the “SEC”)

since January 1, 2024 (collectively, as supplemented and amended since the time of filing, the “SEC Documents”). As

of their respective filing dates (or, if amended or superseded by a subsequent filing prior to the date hereof, as of the date of such

amendment or superseding filing), the SEC Documents complied in all material respects with the requirements of the Securities Act of 1933,

as amended (the “Securities Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

and the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), as the case may be, and the rules and regulations

of the SEC promulgated thereunder applicable to such SEC Documents. None of the SEC Documents, at the time of filing (or, if amended or

superseded by a subsequent filing prior to the date hereof, as of the date of such amendment or superseding filing), contained any untrue

statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements

therein, in light of the circumstances under which they were made, not misleading.

(u) Financial

Statements. The consolidated financial statements (including all related notes and schedules) of Seller included in the SEC Documents

(the “Financial Statements”) complied as to form in all material respects with applicable accounting requirements and

the published rules and regulations of the SEC with respect thereto as of their respective dates, were prepared in accordance with GAAP

applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited

interim financial statements, as permitted by Form 10-Q of the SEC), and fairly present in all material respects the consolidated financial

position of Seller and its consolidated subsidiaries as of the dates thereof and the consolidated results of their operations and cash

flows for the periods then ended (subject, in the case of unaudited interim financial statements, to normal year-end audit adjustments

that are not material in amount or effect).

(v) Internal

Controls. Seller has established and maintains a system of internal control over financial reporting (as defined in Rules 13a-15(f)

and 15d-15(f) of the Exchange Act) that is designed to provide reasonable assurance regarding the reliability of financial reporting and

the preparation of financial statements for external purposes in accordance with GAAP. Seller has established and maintains disclosure

controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) designed to ensure that information required

to be disclosed by Seller in the reports it files or submits under the Exchange Act is recorded, processed, summarized, and reported within

the time periods specified in the SEC’s rules and forms. Except as set forth in Seller’s quarterly filings, since January

1, 2025, neither Seller nor, to the Knowledge of Seller, Seller’s independent registered public accounting firm has identified (i) any

significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by Seller,

(ii) any fraud, whether or not material, that involves the management or other employees of Seller who have a significant role in the

internal control over financial reporting utilized by Seller, or (iii) any claim or allegation regarding any of the foregoing, which has

not been publicly disclosed.

(w) Sarbanes-Oxley

Act Compliance. Seller is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act and the

rules and regulations promulgated thereunder. Neither Seller nor any director or officer of Seller has received any notification from

any governmental authority questioning or challenging the accuracy, completeness, form, or manner of filing of the certifications made

by Seller’s chief executive officer and chief financial officer pursuant to Section 302 or Section 906 of the Sarbanes-Oxley Act.

(x) Stock

Exchange Compliance. Seller is in compliance in all material respects with all applicable listing and corporate governance rules and

regulations of the New York Stock Exchange (the “Stock Exchange”). Seller has not received any notice from the Stock

Exchange regarding the delisting of, or any noncompliance with listing or corporate governance requirements applicable to, the common

stock of Seller.

(y) Absence

of Certain Changes. Except as set forth on Schedule 2.1(y), since the date of the most recent balance sheet included in the

SEC Documents filed prior to the date hereof, except as disclosed in subsequent SEC Documents filed prior to the date hereof, (i) the

Business has been conducted in all material respects in the ordinary course of business consistent with past practice, and (ii) there

has not been any event, change, effect, development, condition, circumstance, or occurrence that, individually or in the aggregate, has

had or would reasonably be expected to have a Material Adverse Effect.

(z) No

Undisclosed Liabilities. Except as disclosed, reflected, or reserved against in the consolidated balance sheet of Seller as of March

31, 2026 (the “Balance Sheet Date”) included in the SEC Documents, neither Seller nor any of its subsidiaries has any

liabilities of a type required to be reflected on a balance sheet prepared in accordance with GAAP, except for liabilities (i) incurred

in the ordinary course of business since the Balance Sheet Date, (ii) incurred in connection with the transactions contemplated hereby,

or (iii) that would not, individually or in the aggregate, reasonably be expected to be material to Seller and its subsidiaries, taken

as a whole.

(aa) SEC Investigations.

There are no pending or, to the Knowledge of Seller, threatened investigations, inquiries, or proceedings by the SEC involving Seller,

its subsidiaries, or any of its officers or directors in their capacity as such. Seller has not received any comment letter from the SEC

that remains unresolved as of the date hereof.

(bb) Independent Auditors.

Seller’s independent registered public accounting firm that has audited and reported on the financial statements included in Seller’s

most recent Annual Report on Form 10-K is and, during the periods covered by such financial statements, was an independent registered

public accounting firm with respect to Seller within the meaning of the Securities Act and the rules and regulations promulgated thereunder

and the Public Company Accounting Oversight Board.

(cc) Proxy Statements;

Information Supplied. None of the information supplied or to be supplied by Seller for inclusion in any proxy statement, information

statement, or other filing with the SEC in connection with the transactions contemplated hereby will, at the time such document is filed

with the SEC, at the time it is first mailed to stockholders, or at the time of any meeting of stockholders to which such document relates,

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.

(dd) Anti-Corruption Compliance.

Neither Seller nor any of its subsidiaries, nor, to the Knowledge of Seller, any of their respective directors, officers, employees, or

agents, has (i) used any corporate funds for any unlawful contribution, gift, entertainment, or other unlawful expense relating to political

activity, (ii) made or taken any act in furtherance of an offer, promise, or authorization of any direct or indirect unlawful payment

or benefit to any foreign or domestic government official or employee, or (iii) violated or is in violation of any provision of the Foreign

Corrupt Practices Act of 1977, as amended, or any applicable anti-corruption or anti-bribery law.

2.2 Representations

and Warranties of Buyer. Buyer represents and warrants to, and agrees with, Seller as follows:

(a) Organization.

Buyer is a limited liability company duly-formed and in good standing under the laws of the State of Nevada.

(b) Binding

Obligation. Buyer has all requisite limited liability company power and authority to enter into and perform its obligations under

this Agreement. All limited liability company acts and other proceedings required to be taken by Buyer to authorize the execution, delivery

and performance by Buyer of this Agreement and the transactions contemplated hereby, have been duly and properly taken. This Agreement

has been duly-executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer

in accordance with its terms. The execution, delivery and performance by Buyer of this Agreement does not and will not conflict with,

or result in any violation of, any provision of the Articles of Organization or Limited Liability Company Operating Agreement of Buyer,

or any provision of any law, ordinance, rule, regulation, judgment, order, decree, agreement, instrument or license applicable to Buyer

or to its property or assets. No consent, approval, order or authorization of, or registration, declaration or filing with, any court,

administrative agency or commission or other governmental authority or instrumentality, domestic or foreign, is required by or with respect

to Buyer in connection with its execution, delivery or performance of this Agreement.

Litigation. There is no action, suit, proceeding, claim, arbitration or investigation pending or, to the knowledge of Buyer, threatened

against Buyer that questions the validity of this Agreement or seeks to enjoin, restrain or prohibit the consummation of the transactions

contemplated hereby.

(d) Investment

Representation. Buyer is acquiring the Shares for its own account, for investment purposes only, and not with a view to, or for resale

in connection with, any distribution thereof in violation of applicable securities laws. Buyer acknowledges that the Shares have not been

registered under the Securities Act or under any state securities laws, and may not be offered, sold, pledged or otherwise transferred

except pursuant to an effective registration statement or an available exemption from registration.

(e) No

Broker’s or Finder’s Fees. No agent, broker, investment banker, person or firm acting on behalf of Buyer is or will be

entitled to any broker’s or finder’s fee or any other commission or similar fee in connection with any of the transactions

contemplated herein.

(f) Independent

Investigation. Buyer has conducted its own independent investigation, review and analysis of the Business, the Subsidiary and the

Purchased Assets, and acknowledges that it has been afforded access to the personnel, properties, premises and books and records of Seller

and the Subsidiary for such purpose. Buyer acknowledges that, except for the representations and warranties of Seller expressly set forth

in this Agreement, neither Seller, the Subsidiary nor any of their respective representatives makes or has made any other express or implied

representation or warranty with respect to the Business, the Subsidiary, the Purchased Assets or the transactions contemplated hereby,

and Buyer is not relying on any such other representation or warranty.

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INTERIM COVENANTS

During the period from the

date of this Agreement and continuing until the Closing, Seller agrees (except as expressly contemplated by this Agreement or to the extent

that Buyer shall otherwise consent in writing) that:

3.1 Ordinary

Course. Seller shall carry on the Seller’s Business in the usual, regular and ordinary course in substantially the same manner

as heretofore conducted and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and

policies to preserve intact its present business organization, keep available the services of its present officers and key employees and

preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing

business shall be unimpaired as a result of the transactions contemplated hereby.

3.2 Access

to Information. Seller shall afford to Buyer and to Buyer’s accountants, counsel and other representatives, reasonable access

during normal business hours during the period prior to the Closing to all its books and records, and, during such period, Seller shall

furnish promptly to Buyer all information concerning its business, properties and personnel as Buyer may reasonably request. Buyer will

hold such information in confidence until such time as such information otherwise becomes publicly available and in the event of termination

of this Agreement for any reason Buyer shall promptly return, or cause to be returned, to Seller all nonpublic documents obtained from

Seller which it would not otherwise have been entitled to obtain; and shall not, in any manner, utilize any such information for Buyer’s

benefit or in any manner harmful to Seller. For a period of two (2) years following the Closing Date, Buyer shall grant Seller and its

accountants and other representatives full access to Buyer’s historical books and records for audit, tax, and financial reporting

compliance purposes. For a period of two (2) years following the Closing Date, upon two (2) days’ notice and during business hours,

Buyer shall grant Seller and its accountants and other representatives reasonable access to and the right to make copies (at Seller’s

expense) of the books and records of the Business and Subsidiary relating to periods ending on or prior to the Closing Date and transferred

to Buyer hereunder (the “Pre-Closing Records”), solely to the extent reasonably required by Seller for the preparation

of its tax returns, financial statements or filings with the SEC, or for any audit, tax contest or governmental inquiry relating to such

periods. Any such access shall be conducted in a manner that does not unreasonably interfere with the operations of Buyer or the Business.

Nothing in this Section 3.2 shall require Buyer to provide access to or disclose (a) any information relating to periods after the Closing

Date unless and to the extent any such information is required by Seller to comply with its financial reporting obligations, (b) any information

subject to attorney-client privilege or work-product protection, or (c) any information the disclosure of which would violate applicable

law or any contractual confidentiality obligation of Buyer. Seller shall, and shall cause its representatives to, hold all information

obtained pursuant to this Section 3.2 in strict confidence and use such information solely for the purposes set forth in this Section

3.2, except to the extent disclosure is required by applicable law or the rules of the Stock Exchange

3.3 Exclusivity.

From the time of the execution of this Agreement until the ninetieth (90th) day following the date hereof (or, if earlier,

the Closing or valid termination of this Agreement), Seller shall not and shall cause its employees, affiliates, directors, or representatives

not to, directly or indirectly, provide information regarding Seller to, or initiate, negotiate, or hold any discussions or enter into

any understanding or agreement with, any party other than Buyer with respect to any Competitive Transaction (as defined below); provided,

however, that nothing in this Section 3.3 shall prohibit Seller’s board of directors from taking, or refraining from taking, any

action with respect to an unsolicited bona fide proposal for a Competitive Transaction to the extent the board of directors determines

in good faith, after consultation with outside legal counsel, that failing to take such action would be inconsistent with its fiduciary

duties under applicable law. To the extent such discussions or negotiations with other parties are on-going as of the date hereof, they

will be terminated. In addition, Seller agrees to immediately communicate to Buyer the terms of any proposal relating to a Competitive

Transaction received by Seller, or the employees, directors, or representatives of any of such parties. For purposes of this Agreement,

a “Competitive Transaction” is a transaction involving, directly or indirectly, (a) the acquisition of Seller or of

all or any material portion of the assets of, or of any of the stock in, the Seller, regardless of the structure of any such acquisition,

or the authorization of any advisors of Seller to take any action for the purposes of advancing any such acquisition with any party other

than Buyer, or (b) the taking of any other action that is inconsistent with the implementation of this Agreement.

3.4 Update

of Disclosure Schedules. Each party shall have the right, from time to time prior to the Closing, to supplement or amend its Schedules

to this Agreement with respect to any matter arising after the date hereof which, if existing or occurring at or prior to the date hereof,

would have been required to be set forth or described in such Schedules. No such supplement or amendment by a party shall be deemed to

cure any breach of a representation or warranty made by such party as of the date hereof for purposes of determining whether the condition

set forth in Section 5.2(a) (in the case of Seller) or Section 5.3(a) (in the case of Buyer) has been satisfied, but any matter disclosed

pursuant to such a supplement or amendment relating solely to events or circumstances first arising after the date hereof shall be deemed

to qualify the applicable representation and warranty as of the Closing Date for purposes of Section 6.2 (in the case of a supplement

or amendment by Seller) or Section 6.3 (in the case of a supplement or amendment by Buyer), provided such matter does not result from

a breach by such party of any covenant contained in this Agreement.

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ADDITIONAL AGREEMENTS

4.1 Expenses.

Whether or not the transactions contemplated hereby are consummated, all costs and expenses incurred by Buyer or Seller in connection

with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs.

4.2 Press

Release. None of the parties hereto shall issue a press release or other publicity announcing the sale of the Purchased Assets or

any other aspect of the transactions contemplated hereby without the prior written approval of the other party, unless such disclosure

is required by applicable law or unless such disclosure is made by Buyer following the Closing.

4.3 Covenant

Not to Compete. For a period of three years from and after the Closing (the “Noncompetition Period”), Seller will

not engage directly or indirectly in any business that is competitive with the Business within 50 miles of any geographic area in which

the Business is conducted or in which Buyer plans to conduct the Business as of the Closing Date; provided, however, that no owner of

less than 1% of the outstanding stock of any publicly-traded corporation shall be deemed to engage solely by reason thereof in any of

its businesses. During the Noncompetition Period, Seller shall not induce or attempt to induce any customer, or supplier of Buyer or any

affiliate of Buyer to terminate its relationship with Buyer or any affiliate of Buyer or to enter into any business relationship to provide

or purchase the same or substantially the same services as are provided to or purchased from the Business which might harm Buyer or any

affiliate of Buyer. During the Noncompetition Period, Seller shall not, on behalf of any entity other than Buyer or an affiliate of Buyer,

hire or retain, or attempt to hire or retain, in any capacity any person who is, or was at any time during the preceding twelve (12) months,

an employee or officer of Buyer or an affiliate of Buyer. If the final judgment of a court of competent jurisdiction declares that any

term or provision of this Section 4.3 is invalid or unenforceable, the parties agree that the court making the determination of invalidity

or unenforceability shall have the power to reduce the scope, duration, or area of the term or provision, to delete specific words or

phrases, or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that

comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Agreement shall be enforceable as

so modified after the expiration of the time within which the judgment may be appealed.

article

CONDITIONS PRECEDENT

5.1 Conditions

to Each Party’s Obligation. The respective obligation of each party hereunder shall be subject to the satisfaction prior to

the Closing Date of the following conditions:

(a) Approvals.

All authorizations, consents, orders or approvals of, or declarations or filings with, or expiration of waiting periods imposed by, any

governmental entity necessary for the consummation of the transactions contemplated by this Agreement shall have been filed, occurred

or been obtained.

(b) Legal

Action. No action, suit or proceeding shall have been instituted or threatened before any court or governmental body seeking to challenge

or restrain the transactions contemplated hereby.

Documents. All documents and instruments to be delivered at the Closing shall be in form and substance reasonably satisfactory to

each of the parties.

5.2 Conditions

of Obligations of Buyer. The obligations of Buyer to effect the transactions contemplated hereby are subject to the satisfaction of

the following conditions unless waived by Buyer:

(a) Representations

and Warranties. The representations and warranties of Seller set forth in this Agreement shall be true and correct in all material

respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, and Buyer shall have

received a certificate signed by the chief executive officer of Seller to such effect.

(b) Performance

of Obligations of Seller. Seller shall have performed all obligations required to be performed by it under this Agreement prior to

the Closing Date, and Buyer shall have received a certificate signed by the chief executive officer of Seller to such effect.

Statements; Tax Returns. Buyer shall have received the consolidated financial statements of Seller for the last two completed fiscal

years and for any interim period leading up to the Closing that have been prepared in accordance with GAAP; and Buyer shall have received

the tax returns of Seller for the last two completed fiscal years.

(d) Assumption

of Leases. Seller shall have assigned to Buyer and Buyer shall have assumed the existing lease relating to Seller’s business

on the same terms as are currently in effect, pursuant to the Lease Assignment.

(e) No

Material Adverse Change. Since June 30, 2026, there shall have been no material adverse change in the financial condition, results

of operations, business or assets of Seller.

(f) Consents

and Actions. All requisite consents of any third parties to the transactions contemplated by this Agreement shall have been obtained,

including any consents required relating to the Lease Assignment.

(g) Release

of Security Interests. Provision satisfactory to Buyer shall have been made for the release of any security interests which encumber

any of the Purchased Assets and the cost of such releases shall be borne by Seller.

(h) Seller

Closing Deliveries. Seller shall deliver, or cause to be delivered, to Buyer at or prior to the Closing the following documents:

(i) Such

certificates, executed by officers of Seller, as Buyer may reasonably request, including but not limited to a certificate or certificates

representing the Shares, if certificated, duly endorsed or accompanied by stock powers duly endorsed in blank.

(ii) The

IP Security Agreement, duly executed by Seller.

(iii) A

bill of sale and such other documents as may be required to convey all of Seller’s right, title and interest in all personal property

included in the Purchased Assets, including, but not limited to, an Intellectual Property Assignment between Buyer and Seller, in substantially

the form attached hereto as Exhibit C (the “Assignment Documents”).

(iv) The

Lease Assignment, duly executed by Seller.

(v) Such

other documents, instruments or certificates as shall be reasonably requested by Buyer or its counsel.

5.3 Conditions

of Obligations of Seller. The obligations of Seller to effect the transactions contemplated hereby are subject to the satisfaction

of the following conditions unless waived by Seller:

(a) Representations

and Warranties. The representations and warranties of Buyer set forth in this Agreement shall be true and correct in all material

respects as of the date of this Agreement and as of the Closing Date as though made on and as of the Closing Date, and Seller shall have

received a certificate signed by the chief executive officer of Buyer to such effect.

(b) Performance

of Obligations of Buyer. Buyer shall have performed all obligations required to be performed by it under this Agreement prior to the

Closing Date, and Seller shall have received a certificate signed by the chief executive officer of Buyer to such effect.

and Actions. All requisite consents of any third parties or governmental agencies to the transactions contemplated hereby shall have

been obtained.

(d) Other

Documents. Seller shall have received such other documents, instruments or certificates as shall be reasonably requested by Seller

or its counsel.

(e) Adams

Option. Seller shall have received evidence in form and substance reasonably satisfactory to Seller that Clayton Adams has either

(i) exercised his option to purchase the Business (the “Option”) pursuant to that certain option agreement dated September

5, 2025 between Seller and Mr. Adams (the “Option Agreement”) and entry hereinto, or (ii) terminated, waived, or otherwise

relinquished the Option.

5.4 Buyer

Closing Deliveries. Buyer shall deliver, or cause to be delivered, to Seller at the Closing the following documents:

(i) The

Note.

(ii) The

IP Security Agreement, duly executed by Buyer, together with all UCC financing statements and other documents necessary to perfect Seller’s

security interest in the Intellectual Property.

(iii) The

Closing Equity, which upon issuance pursuant to this Agreement will be duly authorized, fully paid and nonassessable and issued in compliance

with all applicable federal and state securities laws.

(iv) Evidence

reasonably satisfactory to Seller that Mr. Adams has either exercised the Option or terminated, waived, or otherwise relinquished the

Option, in each case as contemplated by Section 5.3(e).

(v) The

Assignment Documents, duly executed by Buyer.

(vi) The

Lease Assignment, duly executed by Buyer.

article

INDEMNIFICATION

6.1 Survival

of Representations and Warranties. All of the representations and warranties of Seller contained in this Agreement shall survive the

Closing and continue in full force and effect for a period of twenty-four (24) months thereafter, provided that the representations and

warranties contained in Sections 2.1(a) (Organization and Qualification; Corporate Power), 2.1(b) (Seller Ownership), 2.1(c) (Binding

Obligation), 2.1(f) (Title to Personal Property), 2.1(m) (No Broker’s or Finder’s Fees), 2.1(o) (Employee Benefit Plans),

2.1(p) (Environmental Matters) and 2.1(r) (Taxes) (such representations being referred to herein as the “Fundamental Representations”)

shall continue in full force and effect for a period equal to the applicable statute of limitations. The representations and warranties

of Buyer shall survive the Closing and continue in full force and effect for a period equal to the applicable statute of limitations.

Notwithstanding the foregoing, claims based on fraud or intentional misrepresentation shall survive indefinitely and shall not be subject

to the time limitations set forth in this Section 6.1 or the limitations set forth in Section 6.4. This Section 6.1 shall survive so long

as any representations, warranties or indemnification obligations of any party survive hereunder.

6.2 Indemnification

Provisions for Benefit of Buyer.

(a) Subject

to Section 6.1, in the event Seller breaches any of its representations, warranties, and covenants contained in this Agreement, and, if

there is an applicable survival period pursuant to Section 6.1 above, provided that Buyer makes a written claim for indemnification against

the Seller pursuant to Section 8.6 below within such survival period, which written claim shall, to the extent possible, specifically

identify the basis for indemnification and any relevant facts forming the basis for such claim, then Seller agrees to indemnify Buyer

and any affiliate of Buyer from and against the entirety of any Adverse Consequences (as defined below) Buyer or such affiliate of Buyer

may suffer through and after the date of the claim for indemnification (including any Adverse Consequences Buyer or such affiliate may

suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused by the

breach. For purposes of this Agreement, “Adverse Consequences” means all actions, suits, proceedings, hearings, investigations,

charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, amounts

paid in settlement, liabilities, obligations, taxes, liens, losses, lost value, expenses, and fees, including court costs and attorneys’

fees and expenses.

(b) In

addition to the indemnification provided in Section 6.2(a), Seller agrees to indemnify Buyer from and against the entirety of any Adverse

Consequences Buyer and any affiliate of Buyer may suffer resulting from, arising out of, relating to, in the nature of, or caused by:

(i) any Excluded Liability; and (ii) any liability of Seller which is not an Assumed Liability and which is imposed upon Buyer under any

bulk transfer law of any jurisdiction or under any common law doctrine of de facto merger or successor liability so long as such liability

arises out of the ownership, use or operation of the assets of Seller, or the operation or conduct of the Business prior to the Closing.

6.3 Indemnification

Provisions for Benefit of Seller.

(a) In

the event Buyer breaches any of its representations, warranties, and covenants contained in this Agreement, and, if there is an applicable

survival period pursuant to Section 6.1 above, provided that Seller makes a written claim for indemnification against Buyer pursuant

to Section 8.6 below within such survival period which written claim shall, to the extent possible, specifically identify the basis for

indemnification and any relevant facts forming the basis for such claim, then Buyer agrees to indemnify Seller from and against the entirety

of any Adverse Consequences Seller may suffer through and after the date of the claim for indemnification (including any Adverse Consequences

Seller may suffer after the end of any applicable survival period) resulting from, arising out of, relating to, in the nature of, or caused

by the breach.

(b) In

addition to the indemnification provided in Section 6.3(a), Buyer agrees to indemnify Seller from and against the entirety of any Adverse

Consequences the Seller may suffer resulting from, arising out of, relating to, in the nature of, or caused by: (i) any Assumed Liability;

or (ii) any liability (other than any Excluded Liability) asserted by a third party against Seller which arises out of the ownership of

the Purchased Assets after the Closing or the operation by Buyer of the business conducted with the Purchased Assets after the Closing

Date.

6.4 Limitation

on Indemnification. Notwithstanding anything to the contrary in Section 6.2(a) or Section 6.3(a), in no event shall Buyer have

or assert any claim against Seller, or Seller have or assert any claim against Buyer based upon or arising out of the breach of any representation

or warranty, unless, until and to the extent that the aggregate of all such claims under Section 6.2(a), in the case of claims by Buyer,

or under Section 6.3(a), in the case of claims by Seller, exceeds a Fifty Thousand Dollar ($50,000) aggregate threshold (at which point

the indemnifying party will be obligated to indemnify the indemnified party from and against all such Adverse Consequences relating back

to the first dollar). Notwithstanding the foregoing, the threshold limitation expressed in the immediately preceding sentence shall not

apply to claims by Buyer for breach by Seller of any of the Fundamental Representations or to claims based on fraud or intentional misrepresentation.

Furthermore, except with respect to claims arising from breach of the Fundamental Representations, from fraud or intentional misrepresentation,

or from Covered Third Party Claims (as defined below), (a) Buyer’s aggregate remedy with respect to any and all Adverse Consequences

for breaches of representations and warranties hereunder by Seller shall not exceed an amount equal to twenty-five percent (25%) of the

total Purchase Price payable hereunder, and (b) Seller’s aggregate remedy with respect to any and all Adverse Consequences for breaches

of representations and warranties hereunder by Buyer shall not exceed an amount equal to twenty-five percent (25%) of the total Purchase

Price payable hereunder. In no event shall (i) Buyer’s aggregate remedy for breaches of the Fundamental Representations exceed the

total Purchase Price payable hereunder, or (ii) Seller’s aggregate remedy for breaches of the Fundamental Representations exceed

the total Purchase Price payable hereunder. Notwithstanding the foregoing or anything to the contrary herein, no limitation set forth

in this Section 6.4 (including any threshold, cap or other limitation on liability) shall apply to claims based on fraud or intentional

misrepresentation, and the liability of any party for fraud or intentional misrepresentation shall not be subject to any cap or limitation

whatsoever. The threshold and the twenty-five percent (25%) cap set forth in this Section 6.4 shall not apply to Covered Third Party Claims;

provided that in no event shall either party’s aggregate liability for Covered Third Party Claims (other than those based on fraud

or intentional misrepresentation) exceed the total Purchase Price payable hereunder. For purposes of this Agreement, “Covered Third

Party Claim” means any Third Party Claim (as defined in Section 6.5) to the extent arising out of or relating to (x) any Excluded

Liability or any liability described in Section 6.2(b)(ii), in the case of claims by Buyer, (y) any Assumed Liability or any liability

described in Section 6.3(b)(ii), in the case of claims by Seller, or (z) a breach of any Fundamental Representation. The indemnification

remedies set forth in this Article 6 shall be the sole and exclusive remedy of the parties for any breach of any representation, warranty,

covenant or agreement contained in this Agreement, except in the case of fraud or intentional misrepresentation as otherwise provided

in Section 8.8 (Specific Performance), or with respect to claims arising under any ancillary agreement or document entered into in connection

with the transactions contemplated hereby.

6.5 Matters

Involving Third Parties.

(a) If

any third party shall notify any party (the “Indemnified Party”) with respect to any matter (a “Third Party

Claim”) which may give rise to a claim for indemnification against any other Party (the “Indemnifying Party”)

under this Article 6, then the Indemnified Party shall promptly notify each Indemnifying Party thereof in writing; provided, however,

that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any obligation

hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced by such delay.

(b) Any

Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice reasonably

satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after

the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from

and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in

the nature of, or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably

acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim

and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction

or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith

judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business

interests of the Indemnified Party (it being understood that any Third Party Claim involving a person or entity which is a customer or

supplier of Buyer following the Closing, will be deemed to involve the possibility of such a precedential custom or practice), and (v)

the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently.

long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6.5(b) above, (i) the Indemnified

Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified

Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior

written consent of the Indemnifying Party (not to be withheld unreasonably), and (iii) the Indemnifying Party will not consent to the

entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified

Party (not to be withheld unreasonably).

(d) In

the event any of the conditions in Section 6.5(b) above is or becomes unsatisfied, however, (i) the Indemnified Party may defend against,

and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably

may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection

therewith), (ii) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against

the Third Party Claim (including reasonable attorneys’ fees and expenses), and (iii) the Indemnifying Parties will remain responsible

for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused

by the Third Party Claim to the fullest extent provided in this Article 6.

article

TERMINATION, AMENDMENT AND WAIVER

7.1 Termination.

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

(a) by

mutual consent of Buyer and Seller;

(b) by

any of Buyer or Seller if there has been a material misrepresentation or breach of covenant or agreement contained in this Agreement on

the part of the other and such breach of a covenant or agreement has not been promptly cured after at least fourteen (14) days’

written notice is given;

Buyer if any of the conditions set forth in Sections 5.1 or 5.2 shall not have been satisfied before October 31, 2026 (the “Outside

Date”), or such later date as Buyer and Seller shall mutually agree in writing;

(d) by

Seller if any of the conditions set forth in Sections 5.1 or 5.3 shall not have been satisfied before the Outside Date, or such later

date as Buyer and Seller shall mutually agree in writing.

7.2 Amendment.

This Agreement may not be amended except by an instrument in writing signed on behalf of each of the parties hereto.

article

GENERAL PROVISIONS

8.1 Sales

Taxes. All sales and use taxes, if any, due under the laws of any state, any local government authority, or the federal government

of the United States, in connection with the purchase and sale of the Purchased Assets shall be paid by Buyer.

8.2 Counterparts.

This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become

effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood

that all parties need not sign the same counterpart.

8.3 Governing

Law. This Agreement shall be governed in all respects, including validity, interpretation and effect, by the internal laws of the

State of Nevada.

8.4 Entire

Agreement. This Agreement (including the documents referred to herein) constitutes the entire agreement among the parties and supersedes

any prior understandings, agreements, or representations by or among the parties, written or oral, to the extent they related in any way

to the subject matter hereof.

8.5 Succession

and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties named herein and their respective successors

and permitted assigns. No Party may assign either this Agreement or any of his or its rights, interests, or obligations hereunder without

the prior written approval of Buyer and Seller; provided, however, that Buyer may (a) assign any or all of its rights and interests hereunder

to one or more of its affiliates, (b) designate one or more of its affiliates to perform its obligations hereunder (in any or all of which

cases the Buyer nonetheless shall remain responsible for the performance of all of its obligations hereunder), and (c) collaterally assign

any or all of its rights and interests hereunder to one or more lenders of Buyer.

8.6 Notices.

(a) All

notices, requests, claims, demands and other communications among the Parties shall be in writing and given to the respective Parties

at their respective addresses set forth on the signature page to this Agreement (or to such other address as the Party shall have furnished

to the other Parties in writing in accordance with the provisions of this Section 8.6).

(b) All

notices shall be given (i) by delivery in person, (ii) by a nationally recognized next day courier service, (iii) by first class, registered

or certified mail, postage prepaid, (iv) by facsimile or (v) by electronic mail to the address of the party specified on the signature

page to this Agreement or such other address as either party may specify in writing.

notices shall be effective upon (i) receipt by the party to which notice is given, or (ii) on the fifth (5th) day following mailing, whichever

occurs first.

8.7 Severability.

Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity

or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in

any other situation or in any other jurisdiction.

8.8 Specific

Performance. Each of the parties acknowledges and agrees that the other parties would be damaged irreparably in the event any of the

provisions of this Agreement are not performed in accordance with their specific terms or otherwise are breached. Accordingly, each of

the parties agrees that the other parties shall be entitled to an injunction or injunctions to prevent breaches of the provisions of this

Agreement and to enforce specifically this Agreement and the terms and provisions hereof in any action instituted in any court of the

United States or any state thereof having jurisdiction over the parties and the matter, in addition to any other remedy to which they

may be entitled, at law or in equity.

[Signature page follows]

IN WITNESS WHEREOF, Buyer

and Seller have executed this Agreement as of the date first written above.

BUYER:

Sanzonate Holdings LLC

By:

/s/ Clayton Adams

Name:

Clayton Adams

Title

Chief Executive Officer

Address:

Attention:

email:

SELLER:

Zone Frontier Inc.

By:

/s/ Tyler Hassen

Name:

Tyler Hassen

Title:

Chief Executive Officer

Address:

Attention:

email:

EX-99.1 — UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

EX-99.1

Filename: ea030855201ex99-1.htm · Sequence: 3

Exhibit 99.1

ZONE FRONTIER INC.

UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED BALANCE SHEETS

As of June 30, 2026

As Reported

Disposition

Pro Forma

Assets

Current assets:

Cash and cash equivalents

$ 15,435,213

$ (837,422 )

$ 14,597,791

Accounts receivable, net

458,303

(458,303 )

Inventory, net

909,219

(909,219 )

Deferred offering costs

Note receivable, related party

1,000,000

300,000 1

1,300,000

Prepaid expenses and other current assets

906,310

(537,598 )

368,712

Total current assets

18,709,045

(2,442,542 )

16,266,503

Property and equipment, net

53,759

(53,028 )

731

Right of use assets

254,972

(254,972 )

Digital assets

33,480,376

Intangibles, net

Goodwill

Note receivable, related party

3,050,000 1

3,050,000

Other assets

9,440

(9,440 )

Total assets

$ 52,507,592

$ 290,018

$ 52,797,610

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable and accrued expenses

$ 720,067

$ (320,844 )

$ 399,223

Lease liability – current

159,126

(159,126 )

Note payable – current

Note payable – related party

Due to related parties

1,619

(1,619 )

Total current liabilities

880,812

(481,589 )

399,223

Lease liability – non-current

113,972

(113,972 )

Note payable – non-current

Total liabilities

994,784

(595,561 )

399,223

Commitments and contingencies (Note 19)

Stockholders’ Equity

Class A Common Stock; $0.0001 par value, 50,000,000 shares authorized as of June 30, 2025; 0 and 1,875,795 shares issued and outstanding as of June 30, 2026 and 2025, respectively

Common Stock (formerly class B); $0.0001 par value, 6,942,000,000 shares authorized; 226,050,057 and 9,961,227 shares issued and outstanding as of June 30, 2026 and 2025, respectively

22,605

Additional paid-in capital

239,630,545

Other comprehensive income

67,746

Accumulated deficit

(188,208,088 )

885,579 1

(187,322,509 )

Total stockholders’ equity

51,512,808

885,579

52,398,387

Total liabilities and stockholders’ equity

$ 52,507,592

$ 290,018

$ 52,797,610

(1) Reflects the estimated gain (loss) on sale we would have recognized

upon completion of the 2026 Dispositions as if the sale occurred as of June 30, 2026.

As of

June 30,

2026

Sale price

$ 3,350,000

Less: net book value

(2,464,421 )

Less: transaction fees

(195,248 )

Gain on sale of assets

$ 885,579

ZONE

FRONTIER INC.

UNAUDITED

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

As of June 30, 2026

As Reported

Disposition

Pro Forma

Revenue, net

$ 3,406,434

$ (3,406,434 )

$ -

Cost of sales (exclusive of depreciation shown separately below)

2,118,487

(2,118,487 )

Gross profit

1,287,947

(1,287,947 )

Operating expenses:

General and administrative

56,492,928

(16,495,894 )

39,997,034

Advertising expense

276,231

(149,213 )

127,018

Depreciation and amortization expense

259,598

(259,517 )

Goodwill impairment

2,237,910

(2,237,910 )

Total operating expenses

59,266,667

(19,142,534 )

40,124,133

Loss from continued operations

(57,978,720 )

(17,854,587 )

(40,124,133 )

Other income (expense)

Interest income (expense), net

140,365

132,238

272,603

Change in fair value of digital assets

(116,318,363 )

Foreign exchange gain (loss)

(4,146 )

4,146

Total other income (expense)

$ (116,182,144 )

$ 136,384

(116,045,760 )

Net loss

$ (174,160,864 )

$ 17,990,971

$ (174,160,864 )

Foreign currency translation adjustment

67,746

(67,674 )

Total comprehensive loss

$ (174,093,118 )

$ 17,923,225

$ (156,923,225 )

Net loss per share of Class A and common stock (formerly class B), basic and diluted

$ (1.04 )

$ 0.10

$ (0.94 )

Weighted average shares used in computing net loss per Class A share, basic and diluted

Weighted average shares used in computing net loss per Class B share, basic and diluted

167,097,047

ZONE

FRONTIER INC.

UNAUDITED

PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

As of June 30, 2025

As Reported

Disposition

Pro Forma

Revenue, net

$ 2,072,834

$ (2,072,834 )

$ -

Cost of sales (exclusive of depreciation shown separately below)

1,086,369

(1,086,369 )

Gross profit

986,465

(986,465 )

Operating expenses:

General and administrative

7,081,299

(7,081,299 )

Advertising expense

92,598

(92,598 )

Depreciation and amortization expense

198,909

(198,909 )

Goodwill impairment

Total operating expenses

7,372,806

(7,372,806 )

Loss from continued operations

(6,386,341 )

Other income (expense)

Interest income (expense), net

(356,054 )

356,064

Change in fair value of digital assets

Foreign exchange gain (loss)

120

(120 )

Total other income (expense)

$ (355,934 )

$ 355,934

Net loss

$ (6,742,275 )

$ 6,742,275

$ -

Foreign currency translation adjustment

21,259

(21,259 )

Total comprehensive loss

$ (6,721,016 )

$ 6,721,016

$ -

Net loss per share of Class A and common stock (formerly class B), basic and diluted

$ (0.79 )

$ 0.79

$ -

Weighted average shares used in computing net loss per Class A share, basic and diluted

228,891

Weighted average shares used in computing net loss per Class B share, basic and diluted

8,320,481

EX-99.2 — PRESS RELEASE, DATED OCTOBER 8, 2026

EX-99.2

Filename: ea030855201ex99-2.htm · Sequence: 4

Exhibit 99.2

Zone Frontier Sells Legacy Cleaning Products

Business, Eliminating Approximately $3 Million in

Annual Cash Burn While Retaining Significant Potential Upside

● Completes Zone’s transformation into a pure-play AI infrastructure developer

● Ends approximately $3 million annual cash burn and preserves capital for AI infrastructure platform

● $3.35 million secured promissory note at 6% interest, significantly above an independent valuation of the business

● Up to $2.25 million in additional cash earnout payments tied to the buyer’s future equity financings

● 5% equity interest in the buyer at closing with tag-along rights

HOUSTON, October 8, 2026 /PRNewswire/ – Zone Frontier Inc. (NYSE

AMERICAN: ZONE) (the “Company” or “Zone Frontier”) today announced the sale of its legacy aqueous ozone cleaning

products business, including its wholly owned subsidiary CleanCore Global Limited, to Sanzonate Holdings LLC (“Sanzonate”),

an entity controlled by Clayton Adams, the Company’s former Chief Executive Officer and current board member.

This legacy business consumed approximately $3

million of cash per year, lost $18 million in FY26, and required management time and attention that Zone is now directing entirely toward

power-enabled compute campuses for AI customers across rural and industrial America. Additionally, the Company previously announced in

July the sale of all remaining digital assets for approximately $33 million, and closure of its Treasury segment, which lost $156 million

last year. With these sales, Zone stops funding those losses, keeps the vast majority of the cash it had previously set aside for the

business, and retains several ways to benefit if the business succeeds under new ownership.

The consideration is well above the independent value of the business.

A fairness opinion delivered to the Company’s Board of Directors by Newbridge Securities Corporation valued the legacy business,

excluding cash, at approximately $1.72 million. The $3.35 million face amount of the note significantly exceeds that valuation. If all

earnout milestones are achieved, total potential cash payments to Zone would be approximately $5.6 million, before counting the retained

equity.

Component

Amount

Status

Secured promissory note (principal)

$3,350,000

Scheduled over 18 months

Interest on note (6%)

~$231,750

Scheduled over 18 months

Earnout payments

Up to $2,250,000

Contingent on buyer financings at $10M, $17.5M and $25M pre-money valuations

Equity in Sanzonate

5% at closing

Tag-along rights

Cash transferred to Sanzonate with the business

~($844,000)

Paid at closing for working capital needs

Annual cash burn eliminated

~$3M per year

Ongoing corporate costs materially reduce immediately after closing

“The CleanCore business has promising technology, but the business

does not fit our core strategy anymore. This sale eliminates an ongoing cash drain that pulled management and Board attention away from

our core AI infrastructure strategy. This transaction completes our transition into critical AI infrastructure as Zone Frontier,”

said Tyler Hassen, Chief Executive Officer of Zone Frontier. “We also receive a secured note with a face value significantly greater

than the independent valuation of the business, and an equity stake in a team that is helping to shape the future of chemical free cleaning.

If Sanzonate succeeds, our shareholders share in that success. Meanwhile, our capital and our focus are fully on building AI infrastructure.”

Transaction Terms

● Secured promissory note. Sanzonate issued Zone a $3.35 million non-convertible promissory note bearing 6% annual interest,

payable in installments of $300,000 at six months, $850,000 at twelve months and $2,200,000 at eighteen months, plus accrued interest.

● Security interest. The note is secured by a first-priority lien on the intellectual property transferred in the transaction.

The lien remains in place until the note is repaid and may be released earlier only if Sanzonate raises at least $3.0 million in new capital,

has made its first $300,000 principal payment, and is not in default under the note or behind on any earnout payment. The note and lien

may be subordinate to future institutional senior debt of Sanzonate.

● Earnout payments. Zone is entitled to up to $2.25 million in additional cash payments if Sanzonate completes equity financings

at specified pre-money valuations: $500,000 at $10 million or more, an additional $750,000 at $17.5 million, and a further $1.0 million

at $25 million.

● Retained equity. Zone received a 5% membership interest in Sanzonate at closing. Zone has tag-along rights on sales by Sanzonate’s

majority holders.

● Other terms. Zone transferred approximately $844,000 of cash to Sanzonate with the business and agreed to a three-year non-compete

covering cleaning products.

● Ongoing CleanCore operating losses. Any future losses by the CleanCore business will be funded by new ownership.

The transaction was approved by the Company’s independent directors

following receipt of a fairness opinion from Newbridge Securities Corporation. Because Mr. Adams is a current member of the Company’s

Board of Directors and controls Sanzonate, the transaction was reviewed and negotiated as a related party transaction, but at arm’s

length terms. Mr. Adams recused himself from all Board deliberations and did not participate in the evaluation of the transaction or any

negotiations on behalf of the Company. Additional information will be included in a Current Report on Form 8-K to be filed with the Securities

and Exchange Commission (“SEC”).

NYSE American Section 610(b) Notice

As required by Section 610(b) of the NYSE American Company Guide, the

Company announces that the audit opinion of TAAD, LLP on the consolidated financial statements in its Annual Report on Form 10-K for the

fiscal year ended June 30, 2026, filed with the SEC on September 28, 2026, includes an explanatory paragraph expressing substantial doubt

about the Company’s ability to continue as a going concern. For fiscal year 2026, the legacy cleaning products business and Treasury

segment were the primary sources of the Company’s operating losses and cash used in operations. Following the sale of such assets,

which was announced today , the Company expects no future ongoing losses attributable to such businesses. This announcement does not reflect

any change to the Company’s financial statements or Form 10-K. Management’s plans are described in Note 1 to the consolidated

financial statements.

Zone Frontier’s AI Infrastructure Portfolio

Zone’s AI infrastructure portfolio includes its Minnesota data

center campus, with an initial 10-year Colocation Services Agreement with Cerebras Systems, Inc. (NASDAQ: CBRS) and two 10-year potential

extension options. This campus is making material construction progress and the Company expects to generate revenue beginning in the first

half of 2027, consistent with previous guidance. Project finance discussions are also progressing concurrently, consistent with previous

guidance.

Zone’s portfolio also includes its Texas campus, sized to an

initial 200 MW with potential to expand beyond 500 MW, as part of Zone’s active and growing pipeline of AI infrastructure projects

to support the rapidly increasing demand for compute power.

For more information, visit www.zonefrontier.com.

About Zone Frontier Inc.

Zone Frontier Inc. (NYSE AMERICAN: ZONE) is helping to build the critical

infrastructure that powers the AI economy. Through a growing pipeline of projects, the Company aims to help meet the increasing demand

for compute capacity, power, and digital infrastructure required by the world's leading AI companies.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning

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

statements include, but are not limited to, statements regarding the expected benefits of the sale of the legacy cleaning products business,

expected cash savings, the receipt of payments under the promissory note, the achievement of earnout milestones, the value of the Company’s

equity interest in Sanzonate, the Company’s ability to continue as a going concern and management’s plans to address it, the

Company’s business strategy and pipeline of projects, and the Company’s transition to an AI infrastructure business. Forward-looking

statements are generally identified by words such as “anticipates,” “believes,” “expects,” “intends,”

“plans,” “may,” “will,” “could,” “should,” “estimates,” “projects,”

“potential,” “focused on,” “aims,” and similar expressions. These forward-looking statements are based

on management's current expectations and assumptions as of the date of this press release and are subject to significant risks, uncertainties,

and other factors that could cause actual results to differ materially from those expressed or implied. Such risks and uncertainties include,

but are not limited to: Sanzonate’s ability to make payments under the promissory note, which depends on its operating results and

ability to raise capital; the possibility that Sanzonate does not complete financings at the valuations required to trigger earnout payments

or additional equity; the release of the Company’s security interest in specified circumstances and the subordination of the note

to future senior debt; the value and liquidity of a minority interest in a private company; liabilities retained by the Company under

the purchase agreement; the substantial doubt about the Company’s ability to continue as a going concern; the Company’s ability

to raise additional capital on acceptable terms or at all; the highly speculative and uncertain nature of the Company's AI critical infrastructure

business; the Company's lack of operating history in the data center or computing infrastructure industry; the Company's ability to obtain

project-level debt financing on acceptable terms or at all; and general economic, financial, capital market and industry conditions.

For a more complete discussion of risks and uncertainties, please refer

to the Company's filings with the SEC, including the “Risk Factors” section of the Company's most recent Annual Report on

Form 10-K or Quarterly Report on Form 10-Q. The Company undertakes no obligation to update or revise any forward-looking statements, whether

as a result of new information, future events, or otherwise, except as required by law. All forward-looking statements are qualified in

their entirety by this cautionary statement.

MEDIA CONTACT

Marcy Simon

Marcy@agentofchange.com

+19178333392

SOURCE Zone Frontier Inc. (NYSE AMERICAN: ZONE)

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