8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): November 1, 2024

Kewaunee Scientific Corporation

(Exact name of registrant as specified in its charter)

Delaware	0-5286	38-0715562
(State or other jurisdiction<br> <br>of incorporation)	(Commission<br> <br>File Number)	(IRS. Employer<br> <br>Identification No.)
2700 West Front Street<br> <br>Statesville, North Carolina	28677
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 704-873-7202

N/A

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br>on which registered
Common Stock, $2.50 par value	KEQU	The Nasdaq Global Market

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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01	Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On November 1, 2024 (the “Closing Date”), Kewaunee Scientific Corporation (the “Company”) completed an acquisition of Nu Aire, Inc. (“Nu Aire”) pursuant to a Securities Purchase Agreement, dated as of the Closing Date (the “Purchase Agreement”), by and among the Company, Nu Aire, Richard A. Peters, William F. Peters, Rita Peters Revocable Trust, and any amendments thereto (“Rita Trust”), Richard A. Peters Irrevocable Trust dated May 18, 2020, and any amendments thereto (“R. Peters 2020 Trust”), Richard A. Peters Revocable Trust, and any amendments thereto (“R. Peters 2005 Trust”), Karan A. Peters Revocable Trust, and any amendments thereto (“K. Peters Trust”), William F. Peters 2023 Irrevocable Trust dated December 20, 2023, and any amendments thereto (“W. Peters 2023 Trust”), William F. Peters Revocable Trust, and any amendments thereto (“W. Peters Trust” and, together with Richard A. Peters, William F. Peters, Rita Trust, R. Peters 2020 Trust, R. Peters 2005 Trust, K. Peters Trust, and W. Peters 2023 Trust, the “Sellers” and each, a “Seller”), and William F. Peters, as Sellers’ Representative.

The Purchase Agreement contains customary representations and warranties of the Company, Nu Aire, and the Sellers, as well as customary indemnification provisions and post-closing covenants. The representations and warranties are insured pursuant to a Company-side representation and warranty insurance policy (the “RWI Policy”), subject to standard exceptions and limitations, obtained by the Company in connection with the Transaction. Recovery under the RWI Policy is the Company’s sole recourse for breaches of representations and warranties by Nu Aire or the Sellers, other than with respect to fraud and for breaches of fundamental representations (after the RWI Policy is exhausted).

Pursuant to the terms of the Purchase Agreement, the Company purchased all of the outstanding capital stock of Nu Aire from the Sellers for $55,000,000 in the aggregate (the “Purchase Price”), subject to certain customary adjustments for debt, cash, transaction expenses and net working capital, as further described in the Purchase Agreement (the “Transaction”). $1,000,000 of the Purchase Price will be held in a working capital escrow account to satisfy amounts payable to any party pursuant to the post-closing true-up mechanisms provided for in the Purchase Agreement with respect to cash, debt, transaction expenses and net working capital.

$32,000,000 of the Purchase Price payable at closing of the Transaction (the “Closing”) was paid in cash, which cash was funded, in part, through the Revolving Credit Facility (as defined below) and Term Loan (as defined below), provided to the Company by PNC Bank, National Association (“PNC”) (as further described below). The remaining $23,000,000 of the Purchase Price payable at Closing was funded pursuant to subordinated seller notes (the “Seller Notes”) in an aggregate amount of $23,000,000 (held by each of the Sellers pro rata in accordance with their pre-Closing ownership of Nu Aire).

In connection with the Closing, Nu Aire entered into an employment agreement with William F. Peters which provides for his continuing service as President of Nu Aire following the Closing and through an initial employment term that ends on December 31, 2026, subject to extension or early termination. Following the Closing, in addition to serving as President of Nu Aire, Mr. Peters will also serve as a Vice President of the Company.

The foregoing summary of the Purchase Agreement and the Transaction does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement filed as Exhibit 2.1 of this Current Report on Form 8-K, and which is incorporated by reference into this Item 1.01.

Loan Agreement

Concurrently with the entry into the Purchase Agreement, on the Closing Date, the Company entered into a Loan Agreement (the “Loan Agreement”) with PNC. The loans governed by the Loan Agreement include:

•	a $20,000,000 committed senior secured revolving line of credit facility (the “Revolving Credit Facility”), which contains an option to increase the facility upon request by the Company and approval by PNC, in its discretion, by an additional $10,000,000; and
•	a $15,000,000 term loan (the “Term Loan”).
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The Revolving Credit Facility and Term Loan mature on the 5-year anniversary of the Closing, or November 1, 2029.

For the Revolving Credit Facility, the interest rate will be selected by the Company at each advance from one of two options. Option one will be a base rate option which will be the highest of the following: (1) PNC prime rate, (2) an overnight bank funding rate as determined by the Federal Reserve Bank of New York plus 50 basis points, or (3) the sum of the daily simple secured overnight financing rate administered by the Federal Reserve Bank of New York, as adjusted by PNC, plus 100 basis points, plus 10 basis points in each case increased by an Applicable Margin of 50 to 100 basis points determined by the ratio of senior debt to the Company’s EBITDA. Option 2 will be a daily secured overnight financing rate plus 150 to 200 basis points determined by the ratio of senior debt to the Company’s EBITDA and plus 10 basis points. There is an unused fee of 0.15% to 0.25%, determined by the ratio of senior debt to the Company’s EBITDA, of the unused daily balance of the Revolving Credit Facility. This unused fee is calculated on the basis of a 360-day year for the actual number of days elapsed and paid quarterly.

For the Term Loan, the principal will be paid in 60 substantially equal monthly installments commencing on the Closing Date. Interest will be paid at the same time and calculated on the outstanding principal balance at an interest rate equal to the rate under Option 2 of the Revolving Credit Facility.

The Company paid a commitment fee of $52,500 at closing (0.15% of $35,000,000).

The Revolving Credit Facility and the Term Loan can be paid at any time without penalty.

The Loan Agreement has customary reporting covenants regarding financial statements, budgets, accounts receivable, inventory and orders not yet fulfilled. The principal financial covenants require that (1) the Company maintain on a consolidated basis a ratio of senior funded indebtedness to EBITDA of not more than 2.50 to 1.00 and (2) a fixed charge coverage ratio of at least 1.20 to 1.00. The Loan Agreement also contains covenants prohibiting under certain circumstances (1) the incurrence of certain indebtedness, (2) the granting of security interests by the Company to persons other than PNC, (3) the delivery of guaranties for debts of third parties, and (4) certain transactions not in the ordinary course of business. The Loan Agreement has customary Events of Default including breaches of covenants, breaches of warranty, change of control, nonpayment, bankruptcy, assignment, foreclosure, cessation of business, and defaults under ancillary documents. Certain of the Events of Default are subject to notice and cure periods.

The foregoing summary of the Loan Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Loan Agreement filed as Exhibit 10.1 of this Current Report on Form 8-K, and which is incorporated by reference into this Item 1.01.

Seller Notes

As noted above, $23,000,000 of the Purchase Price was paid by the issuance of the Seller Notes entered into by and between the Company and each Seller on the Closing Date. The Seller Notes will accrue interest at 8% per annum, and will mature on the third (3rd) anniversary of the Closing, at which time the outstanding principal amount and all unpaid accrued interest will become due and payable by the Company. The Seller Notes contain customary events of default, including in the event of (i) non-payment; (ii) a default by the Company of any of its obligations or covenants under the Seller Notes or any other agreement entered into in connection with the Seller Notes, or a breach of any of the

representations or warranties under such documents; (iii) the Company becoming insolvent or making an assignment for the benefit of creditors or if any governmental authority having the power to do so orders the seizure or liquidation of the Company’s assets or the cessation or suspension of its business operations; (iv) dissolution, merger or consolidation of the Company or the sale or transfer of any substantial portion of any of the Company’s assets, or if any agreement for such dissolution, merger or consolidation, sale or transfer is entered by into by the Company, without the prior written consent of a Seller; or (v) default under the Revolving Credit Facility or Term Loan or any other indebtedness for borrowed money (in excess of $2,500,000) that has resulted in an acceleration by the lender thereunder of the maturity of such indebtedness ((i)-(v) collectively, an “Event of Default”).

The Seller Notes may be prepaid, in full or in part, any time without prepayment penalty, premium, or other fee; subject, however, to each Seller’s obligation not to accept any prepayment under the Seller Notes until all Secured Claims (as defined in the Seller Notes) have been paid to PNC. The Company’s obligations under the Seller Notes are secured by a security agreement entered into between the Company and each Seller, dated as of the Closing Date (the “Security Agreement”), pursuant to which the Sellers have the option to cause the Company to issue shares of the Company’s common stock (the “Common Stock”) to the Sellers, solely upon the occurrence of an Event of Default, in an amount equal to the quotient of (A) the Default Amount for which Issuance Right is exercised pursuant to the Notice, divided by (B) the lesser of (i) the closing price of the Common Stock on NASDAQ on the second (2nd) business day prior to the Issuance Date or (ii) the volume-weighted average trading price for the Common Stock for the twenty (20) trading days ending on the second (2nd) business day prior to the Issuance Date, as reported by Bloomberg, L.P. through its “VWAP” function utilizing the “Bloomberg Definition” calculation methodology.

The Company will use commercially reasonable efforts to file a registration statement registering the resale of any shares of Common Stock issued to the Sellers under the Security Agreement within sixty (60) calendar days after any issuance date.

The rights of the Sellers to receive payments under the Seller Notes are subordinate to the rights of PNC under the Loan Agreement pursuant to the separate Subordination Agreements that the Sellers entered into with PNC on the Closing Date in connection with the Transaction.

The foregoing summary of the Seller Notes and Security Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of seller note and form of security agreement filed as Exhibit 4.1 and Exhibit 10.2, respectively, of this Current Report on Form 8-K, and which is incorporated by reference into this Item 1.01.

The Purchase Agreement, the Loan Agreement, the form of Seller Notes and the form of Security Agreement (collectively, the “Subject Agreements”) have been included in this Current Report on Form 8-K to provide information regarding their terms. Except for the status of the Subject Agreements as the contractual documents that establish and govern the respective legal relations among the parties thereto with respect to the transactions described in this Current Report on Form 8-K, the Subject Agreements are not intended to be sources of factual, business or operational information about the parties thereto. The representations, warranties, covenants and agreements made by the parties to the Subject Agreements are made as of specific dates and are qualified and limited, including with respect to the Purchase Agreement by information in disclosure schedules that the parties exchanged in connection with the execution of the Purchase Agreement. Moreover, certain of the representations and warranties are subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders. Representations and warranties may be used as a tool to allocate risks among the parties to the Subject Agreements, including where the parties do not have complete knowledge of all underlying relevant facts. Accordingly, the Subject Agreements are included with this filing only to provide information regarding the terms of the Subject Agreements, and not to provide any other factual information regarding the parties thereto, their respective affiliates or their respective businesses. Moreover, information concerning the subject matter of representations and warranties may change after the date of a Subject Agreement,

which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Subject Agreements should not be read alone, but should instead be read in conjunction with the other information regarding the Company set forth in the Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and other filings that the Company make with the Securities and Exchange Commission.

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 by reference into this Item 2.01.

Item 2.03	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 7.01	Regulation FD Disclosure.

On the Closing Date, the Company issued a press release announcing the Closing. A copy of the press release is attached hereto as Exhibit 99.1.

The information under Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act or the Exchange Act, except as otherwise expressly stated in such filing.

Item 9.01	Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The Company will file the financial statements required by Item 9.01(a) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.

(b) Pro forma financial information.

The Company will file the financial statements required by Item 9.01 (a) of Form 8-K by an amendment to this Current Report on Form 8-K no later than 71 days from the date this Current Report on Form 8-K is required to be filed.

(d) Exhibits:

Exhibit<br>No.
2.1	Securities Purchase Agreement, dated as of November 1, 2024, by and among Kewaunee Scientific Corporation, Nu Aire, Inc., Richard A. Peters, William F. Peters, Rita Peters Revocable Trust, and any amendments thereto, Richard A. Peters Irrevocable Trust dated May 18, 2020, and any amendments thereto, Richard A. Peters Revocable Trust, and any amendments thereto, Karan A. Peters Revocable Trust, and any amendments thereto, William F. Peters 2023 Irrevocable Trust dated December 20, 2023, and any amendments thereto, William F. Peters Revocable Trust, and any amendments thereto, and William F. Peters, as Sellers’ Representative.*
4.1	Form of Seller Note.*
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10.1	Loan Agreement, dated as of November 1, 2024, between Kewaunee Scientific Corporation and PNC Bank, National Association.*
10.2	Form of Security Agreement.
99.1	Press Release dated November 1, 2024.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).
*	Schedules (and similar attachments) to the Purchase Agreement, form of Seller Note, and Loan Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.
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Signature

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.

	(Registrant)<br> <br>Kewaunee Scientific Corporation
Date: November 1, 2024	/s/ Donald T. Gardner III
	Donald T. Gardner III
	Vice President, Finance and<br> <br>Chief Financial Officer

EX-2.1

Exhibit 2.1

EXECUTION VERSION

SECURITIES PURCHASE AGREEMENT

by and among

KEWAUNEE SCIENTIFIC CORPORATION,

NU AIRE, INC.,

SELLERSSET FORTH ON THE SIGNATURE PAGES HERETO,

and the

SELLERS’ REPRESENTATIVE

dated

November 1,2024

TABLE OF CONTENTS

		Page
Article I DEFINITIONS		****	2
Section 1.1	Definitions		2
Article II PURCHASE AND SALE; CLOSING		****	17
Section 2.1	Purchase and Sale		17
Section 2.2	Purchase Price		18
Section 2.3	Transactions to be Effected at the Closing		18
Section 2.4	Closing		20
Section 2.5	Deliveries by Sellers Prior to the Closing Date		20
Section 2.6	Post-Closing Adjustment		20
Section 2.7	Withholding		23
Article III REPRESENTATIONS AND WARRANTIES OF SELLERS		****	24
Section 3.1	Authority; Enforceability		24
Section 3.2	No Conflicts; Consents and Approvals		24
Section 3.3	Litigation		24
Section 3.4	Securities		25
Section 3.5	Brokers		25
Article IV REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE BUSINESS		****	25
Section 4.1	Organization and Good Standing; Qualification		25
Section 4.2	No Conflicts; Consents and Approvals		25
Section 4.3	Capitalization		26
Section 4.4	Subsidiaries; Joint Ventures		26
Section 4.5	Taxes		26
Section 4.6	Employee Benefit Plans		29
Section 4.7	FDA		30
Section 4.8	Labor and Employment		30
Section 4.9	Financial Statements		33
Section 4.10	No Undisclosed Liabilities		33
Section 4.11	Absence of Certain Changes		33
Section 4.12	Real Property		36
Section 4.13	Environmental Matters		37
Section 4.14	Intellectual Property		38
Section 4.15	Compliance with Laws and Orders		40
Section 4.16	Data Privacy		40
Section 4.17	Permits		40
Section 4.18	Anti-Corruption and Trade Controls Compliance		40
Section 4.19	Products Liability		41
Section 4.20	Litigation		41

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TABLE OF CONTENTS

(continued)

		Page
Section 4.21	Company Contracts		42
Section 4.22	Customers and Manufacturers		44
Section 4.23	Transactions with Affiliates		44
Section 4.24	Title and Sufficiency of Assets		44
Section 4.25	Bank Accounts		44
Section 4.26	Insurance		45
Section 4.27	Accounts Receivables and Capital Expenditure		45
Section 4.28	Inventory		45
Section 4.29	No Other Representations or Warranties		46
Article V REPRESENTATIONS AND WARRANTIES OF PURCHASER		****	46
Section 5.1	Organization and Good Standing		46
Section 5.2	Authorization; Enforceability		46
Section 5.3	No Conflicts; Consents and Approvals		47
Section 5.4	Litigation		47
Section 5.5	Brokers		47
Section 5.6	Purchase for Investment		47
Section 5.7	Independent Investigation		48
Section 5.8	No Other Representations or Warranties		48
Article VI COVENANTS		****	48
Section 6.1	Public Announcements		48
Section 6.2	Further Assurances		49
Section 6.3	Tax Matters		49
Section 6.4	Release		52
Section 6.5	Reserved		52
Section 6.6	Retention of Business Records and Post-Closing Access		53
Section 6.7	Non-Compete;<br>Non-Solicit; Confidentiality		53
Section 6.8	Misdirected Payments and Disbursements		55
Section 6.9	Non-Disparagement		55
Section 6.10	Insurance		56
Section 6.11	Employees; Benefit Plans		56
Section 6.12	R&W Insurance Policy		57
Article VII SURVIVAL; INDEMNIFICATION		****	58
Section 7.1	Survival		58
Section 7.2	Indemnification by Sellers		59
Section 7.3	Indemnification by Purchaser		59
Section 7.4	Materiality		60
Section 7.5	Claims Procedures		60
Section 7.6	Payment		62
Section 7.7	Exclusive Remedy		62
Section 7.8	Purchase Price Adjustment		62
Section 7.9	Mitigation		62
Section 7.10	Order of Recovery		63

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TABLE OF CONTENTS

(continued)

		Page
Article VIII MISCELLANEOUS		****	63
Section 8.1	Amendments; No Waivers		63
Section 8.2	Notices		64
Section 8.3	Successors and Assigns		65
Section 8.4	Governing Law		65
Section 8.5	Consent to Jurisdiction		65
Section 8.6	Counterparts; Effectiveness		66
Section 8.7	Entire Agreement		66
Section 8.8	Third-Party Beneficiaries		66
Section 8.9	Severability		66
Section 8.10	Specific Performance		66
Section 8.11	Setoff		67
Section 8.12	Disclosure Schedule		67
Section 8.13	Construction		68
Section 8.14	Sellers’ Representative		69
Section 8.15	Conflict Waiver; Attorney-Client Privilege		70
EXHIBIT A Securities		****	A-1
EXHIBIT B Illustrative Calculation of Adjusted Net Working Capital		****	B-1
EXHIBIT C Form of Escrow Agreement		****	C-1
EXHIBIT D - 1 Form of Subordinated Promissory Note		****	D-1
EXHIBIT D - 2 Subordinated Promissory Note Amounts		****	D-2
EXHIBIT E Form of Employment Agreement with William F. Peters		****	E-1
EXHIBIT F Form of Retention Agreement		****	F-1

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SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”), dated as of November 1, 2024 (the “Closing Date”), is entered into by and among Kewaunee Scientific Corporation, a Delaware corporation (“Purchaser”), Nu Aire, Inc., a Minnesota corporation (“Company”), Richard A. Peters, an individual and resident of the State of Florida (“Richard”), William F. Peters, an individual and resident of the State of Minnesota (“William”), Rita Peters Revocable Trust, and any amendments thereto (“Rita Trust”), Richard A. Peters Irrevocable Trust dated May 18, 2020, and any amendments thereto (“R. Peters 2020 Trust”), Richard A. Peters Revocable Trust, and any amendments thereto (“R. Peters 2005 Trust”), Karan A. Peters Revocable Trust, and any amendments thereto (“K. Peters Trust”), William F. Peters 2023 Irrevocable Trust dated December 20, 2023, and any amendments thereto (“W. Peters 2023 Trust”), and William F. Peters Revocable Trust, and any amendments thereto (“W. Peters Trust” and, together with Richard, William, Rita Trust, R. Peters 2020 Trust, R. Peters 2005 Trust, K. Peters Trust, and W. Peters 2023 Trust, “Sellers” and each, a “Seller”), and William F. Peters, as Sellers’ Representative (as defined in Section 8.14).

RECITALS

WHEREAS, Richard and William constitute all of the holders of issued and outstanding shares of voting common stock, $0.10 par value per share, of Company as further detailed in Exhibit A hereto (the “Voting Common Stock”);

WHEREAS, Rita Trust, R. Peters 2020 Trust, R. Peters 2005 Trust, K. Peters Trust, W. Peters 2023 Trust, and W. Peters Trust constitute all of the holders of issued and outstanding shares of non-voting common stock, $0.10 par value per share, of Company as further detailed in Exhibit A hereto (the “Non-Voting Common Stock” and, together with the Voting Common Stock, the “Securities”);

WHEREAS, Sellers collectively own 100% of the issued and outstanding Securities of Company;

WHEREAS, Company is engaged in the manufacturing and selling of equipment for life sciences laboratory and pharmacy environments and activities related thereto (the “Business”);

WHEREAS, Purchaser desires to acquire the Business from Sellers, and Sellers desire to sell the Business to Purchaser; and

WHEREAS, to effect the acquisition and sale of the Business, Sellers desire to sell to Purchaser, and Purchaser desires to purchase from Sellers, all of the Securities, in each case, upon the terms and subject to the conditions set forth herein.

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NOW, THEREFORE, the parties agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions. When used in this Agreement, the following terms shall have the respective meanings set forth below:

“AAA” has the meaning set forth in Section 2.6(b).

“Accounting Firm” has the meaning set forth in Section 2.6(b).

“Accounting Principles” means in accordance with GAAP as in effect at the Closing Date, using and applying the same accounting principles, practices, procedures, policies and methods (with consistent classifications, judgments, elections, inclusions, exclusions and valuation and estimation methodologies) used and applied by Company in the preparation of the Illustrative Calculation of Adjusted Net Working Capital, provided, that if such accounting principles, practices, procedures, policies and methods and GAAP are inconsistent, the accounting principles, practices, procedures, policies and methods used in the preparation of the Illustrative Calculation of Adjusted Net Working Capital shall control; provided further, that the Accounting Principles (a) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement, (b) shall be based on facts and circumstances as they exist prior to the Closing and shall exclude the effect of any act, decision or event occurring on or after the Closing Date, and (b) shall follow the defined terms contained in this Agreement.

“Accrued Income Taxes” means an amount equal to the aggregate amount of any unpaid income Taxes (for the avoidance of doubt, including withholding Taxes) of Company for any Pre-Closing Tax Period for which the relevant Tax Return has not yet been filed as of the Closing Date and is first due (taking into account extensions) after the Closing Date; provided that Accrued Income Taxes shall be calculated (i) separately for each applicable Tax, each applicable Taxing Authority, and each applicable Tax period (or portion thereof), (ii) by taking into account any income Tax deductions of Company triggered at the Closing (at a “more likely than not” or higher level of comfort) to the extent that such deductions reduce the amount of out-of-pocket income Taxes that Company would otherwise be required to pay after Closing, (iii) by excluding any deferred Tax Assets and any deferred Tax liabilities, (iv) by taking into account any income Taxes (including withholding Taxes) resulting from any distributions or other repatriation of Cash or other property before the Closing and (v) by taking into account any applicable estimated Tax payments or overpayments made by Company before the Measurement Time to the extent such payments have the effect of reducing the particular Tax liability in respect of which they were made. Accrued Income Taxes shall not be expressed as a negative number in the aggregate or be computed by reference to a negative number in respect of any jurisdiction or Tax Return for any period.

“Action” means any claim, action, suit, complaint, litigation, arbitration, appeal, hearing, proceeding, audit, charge, or investigation by or before any Governmental Authority.

• 2 -

“Adjusted Net Working Capital” means the amount equal to: (a) Current Assets; minus (b) Current Liabilities, calculated in accordance with the Accounting Principles.

“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with, such first Person. For the purpose of this definition, “control” (including, with correlative meaning, the terms “controlling,” “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power or right to direct or cause the direction of management and policies of a Person through the ownership of voting securities or interests, by contract, or otherwise.

“Affiliate Transactions” has the meaning set forth in Section 4.23(b).

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

“Associate” has the meaning as defined in Rule 12b-2 under the Exchange Act.

“Balance Sheet Date” means the date of the Latest Balance Sheet.

“Business” has the meaning set forth in the Recitals.

“Business Contractors” means each independent contractor of Company who is listed on Schedule 4.8(e).

“Business Day” means any day that is not a Saturday, Sunday or other day on which banks are required or authorized to be closed in Statesville, North Carolina or Minneapolis, Minnesota.

“Business Employee” means any individual who is set forth on Schedule 4.8(d)(i) and is employed by Company as of the Closing, including any such individual who is on disability leave, authorized leave of absence, workers’ compensation leave, military service, or layoff with recall rights.

“Business Records” means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, ledgers, journals, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc.), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), Tax Returns and other Tax work papers and files, in each case, limited to stand alone or pro forma Tax Returns and other Tax work papers and files of Company.

“CARES Act” means the Coronavirus Aid, Relief and Economic Security Act, as amended, or any similar applicable federal, state, provincial or local Law.

“Cash” means all unrestricted cash, cash equivalents, certificates of deposits, bank deposits and marketable securities (in each case, to the extent convertible to cash within thirty (30) days) held by Company as of the Measurement Time, determined on a consolidated basis in accordance with the Accounting Principles; provided, however, that “Cash” shall: (a) be calculated net of issued but uncleared checks, wire transfers and drafts written or issued by Company at such time, in each case to the extent not included in accounts payable; (b) include all uncleared checks, wire transfers and drafts deposited or pending deposit for the account of Company at such time, in each case to the extent not included in accounts receivable; and (c) shall exclude any restricted cash (including security deposits, cash held in escrow or posted for bonds and cash or cash equivalents not freely usable).

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“Chosen Courts” has the meaning set forth in Section 8.5(a).

“Claims” has the meaning set forth in Section 6.4.

“Closing” has the meaning set forth in Section 2.4.

“Closing Date” has the meaning set forth in the Preamble.

“Closing Date Indebtedness” means, as of immediately prior to the Closing, the aggregate amount of Indebtedness of Company.

“Closing Payment” means an amount equal to: (a) the Initial Purchase Price, minus (b) the Promissory Notes Amount, minus (c) the Escrow Amount, plus (d) the excess, if any, of Estimated Adjusted Net Working Capital over Target Adjusted Net Working Capital; minus (e) the excess, if any, of Target Adjusted Net Working Capital over Estimated Adjusted Net Working Capital; plus (f) Estimated Cash; minus (g) Estimated Closing Date Indebtedness; and minus (h) Estimated Unpaid Company Transaction Expenses.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collective Bargaining Agreement” means any collective bargaining agreement or other Contract with or legally binding commitment to any labor union, works council, employee association or other labor organization to which Company is a party or by which Company is bound or which relates to any Business Employee.

“Company” has the meaning set forth in the Recitals.

“Company Contracts” has the meaning set forth in Section 4.21(a).

“Company Fundamental Representations” means the representations and warranties set forth in Section 4.1(a), Section 4.1(b), Section 4.2(i), Section 4.3, and Section 4.4.

“Company Intellectual Property” means all Intellectual Property owned or purported to be owned by Company.

“Company Material Adverse Effect” means any event, development, effect or change that has had or would reasonably be expected to have a material adverse effect on (a) the Business, or the condition (financial or otherwise) or results of operations of Company, other than any event, development, effect or change relating to or arising out of: (i) general economic, regulatory or political conditions or conditions in the financial, credit or securities markets (including changes in interest or currency exchange rates); (ii) any acts of God, natural disasters, terrorism, hostilities, sabotage, cyber-attacks, war or any escalation or worsening of acts of terrorism, hostilities or war; (iii) any event, development or change in any of the industries

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or markets in which Company operates, including cyclical fluctuations and trends; (iv) any enactment of, change in, or change in interpretation of, applicable Law or in GAAP or applicable accounting standards; or (v) COVID-19, any other epidemic or pandemic or any Emergency Measures; but only to the extent any event, development or change does not, individually or in the aggregate, have a materially disproportionate adverse impact on Company relative to other Persons in the industries in which Company operates; or (b) the ability of any party to consummate timely the transactions contemplated hereby, in each case of clauses (a) or (b), regardless of the duration or persistence of such effects or changes, and regardless of whether or not such adverse effect or change can be cured or whether Purchaser has knowledge of such effect or change on the Closing Date.

“Company Proprietary Software” has the meaning set forth in Section 4.14(g).

“Company Real Property” has the meaning set forth in Section 4.12(b).

“Company Real Property Leases” means the real property leases, subleases, licenses and other agreements with respect to the Company Real Property, including all amendments, modifications, supplements, extensions, renewals, guaranties or other agreements with respect thereto.

“Company Transaction Expenses” means the aggregate amount of all fees and expenses (whether or not yet invoiced), incurred by, or on behalf of (or subject to reimbursement by), or to be paid or subject to reimbursement by, Company in connection with the sale process for Company or otherwise relating to the negotiation, preparation or execution of this Agreement or any documents or agreement contemplated hereby or the performance or consummation of the transactions contemplated hereby, in each case, to the extent unpaid immediately prior to the Closing, including (i) fees and expenses of counsel, advisors, consultants, investment bankers, service providers, accountants and auditors and experts engaged by, or on behalf of, Company in connection with the transactions contemplated by this Agreement; (ii) any brokerage fees, commissions, finders’ fees, or financial advisory fees, and, in each case, related costs and expenses; (iii) fifty percent (50%) of all fees charged by the Escrow Agent; (iv) except for the Retention Agreements, any compensatory payment (including any equity-based or equity-linked, long-term incentive, sale, change in control, bonus, severance, termination or retention payments, obligations or similar amounts) that will or may become payable by Company to any employee or independent contractor related to, in connection with, or as a result of the transactions contemplated by this Agreement (including amounts payable or that may become payable under any employee retention agreements); and (v) the employer portion of any employment or payroll Taxes payable in connection therewith; provided, however, that in no event shall “Company Transaction Expenses” include any fees or expenses incurred and wholly paid, or to be wholly paid, by Sellers (or any respective Affiliates of Sellers other than Company) on behalf of Company (including any such costs incurred at the Closing). For the avoidance of doubt, Company Transaction Expenses shall exclude any amounts taken into account in the calculation of Adjusted Net Working Capital or Indebtedness.

“Competing Activity” has the meaning set forth in Section 6.7(a).

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“Confidential Information” means all information (whether or not specifically identified as confidential), in any form or medium, that is disclosed to, or developed or learned by, Company or Sellers as the owner of the Securities, as the case may be, in the performance of duties for, or on behalf of, Company or that relates to the Business, products, services or research of Company or any of its officers, directors, or employees, including: (a) internal business information of Company (including information relating to strategic plans and practices, business, accounting, financial or marketing plans, practices or programs, training practices and programs, salaries, bonuses, incentive plans and other compensation and benefits information and accounting and business methods); (b) identities of, individual requirements of, specific contractual arrangements with, and information about, Company or its customers and their respective confidential information; (c) any confidential or proprietary information of any third party that Company has a duty to maintain confidentiality of, or use only for certain limited purposes; (d) industry research compiled by, or on behalf of Company, including identities of potential target companies, management teams, and transaction sources identified by, or on behalf of, Company; (e) compilations of data and analyses, processes, methods, track and performance records, data and data bases relating thereto; (f) information related to the Company Intellectual Property and updates of any of the foregoing; (g) information obtained in connection with Section 7.5 during the prosecution or defense of any Third Party Claim; provided that “Confidential Information” shall not include any information (i) that is or becomes generally available to the public other than as a direct or indirect result of the disclosure of any of such information by any Seller or a Person that any Seller has direct control over; (ii) that is or becomes available to any Seller on a non-confidential basis from a source other than Company or its Representatives, provided that such source is not known by such Seller to be bound by any contractual or other obligation of confidentiality to Company or any other Person with respect to any of such information; or (iii) that any Seller can demonstrate is or was independently developed by such Seller or its Affiliates with no reference to or use of information that otherwise constitutes Confidential Information (but, for the avoidance of doubt, the foregoing does not include information that such Seller or its Affiliates had access to or developed prior to the Closing as the owner of, and to the extent relating to, the Business).

“Confidentiality Agreement” means the Amended and Restated Confidentiality Agreement, dated July 19, 2024 between Purchaser and Company (as may be amended or amended and restated, from time to time).

“Consent” means any consent, approval, authorization, waiver, license, grant, agreement, exemption or order of, or registration, declaration or filing with, any Person.

“Continuing Employee” means a Business Employee that is employed by the Company as of the Closing Date.

“Contract” means any agreement, arrangement or contract, in each case whether written or oral.

“COVID-19” means SARS-CoV-2 (severe acute respiratory syndrome coronavirus 2), coronavirus disease, or COVID-19, and any evolutions or mutations thereof or related or associated epidemics, pandemic or disease outbreaks.

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“COVID-19 Measures” means any action or inaction by a Person or a third person in response to, or to comply with, any quarantine, “shelter in place,” “stay at home,” social distancing, shut down, closure, sequester, safety or similar Law, directive, guidelines or recommendations promulgated by any industry group or any Governmental Authority, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with, related to or in response to COVID-19, including the CARES Act and Families First Act or any disaster plan of such Person or any change in applicable Laws related to, in connection with or in response to COVID-19.

“Credit Facility” means that certain $1,000,000 revolving line of credit with Wells Fargo Bank, National Association.

“Current Assets” means the current assets of Company identified on the Illustrative Calculation of Adjusted Net Working Capital as of the Measurement Time, determined in accordance with the Accounting Principles. Current Assets shall not include amounts identified as paid on Schedule 4.27(b).

“Current Liabilities” means the current liabilities of Company identified on the Illustrative Calculation of Adjusted Net Working Capital as of the Measurement Time, determined in accordance with the Accounting Principles.

“Data Privacy Requirements” means (a) all applicable Laws relating to data privacy, information security, breach notification, or the processing or transfer of Personal Information; (b) all Contracts to which the Company is subject that impose obligations on the Company governing the use of Personal Information or data security; and (c) Company’s posted, public-facing policies that govern its use of Personal Information.

“Disclosure Schedule” means the written disclosure schedules delivered by Sellers to Purchaser in connection with the execution and delivery of this Agreement.

“Dispute” has the meaning set forth in Section 2.6(b).

“Emergency Measures” means the impact of any emergency condition, in each case, that presents an immediate and material risk to health and human safety or any action or inaction that the Person taking such action reasonably determines is necessary or prudent for such Person to take in connection with any such emergency condition (including any COVID-19 Measures), including any epidemic, pandemic or other public health emergency, in each case, that presents an immediate and material risk to health and human safety.

“Employee Benefit Plan” means each compensatory arrangement with respect to which Company has or could reasonably be expected to have any liability (including any “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not such plans are subject to ERISA), and all stock option, stock purchase, restricted stock, equity-based, bonus, incentive, transaction bonus, deferred compensation, retiree medical or life insurance, welfare benefit, retirement, pension, deferred compensation plan or other material benefit plans, programs or arrangements, and all termination, severance or other contracts or agreements.

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“Employment Agreement” has the meaning set forth in Section 2.3(b)(ii) and substantially in the form attached hereto as Exhibit E.

“Environment” means any surface water, groundwater, land surface, subsurface strata, onshore and offshore (including bay) sediment, plant or animal life, natural resources, air (including indoor air and ambient air) and soil.

“Environmental Law” means any Law pertaining to: (a) the protection of the Environment (including air quality, surface water, groundwater, soils, subsurface strata, sediments, drinking water, noise, natural resources and biota) or human health and safety; or (b) the use, registration, management, generation, storage, treatment, recycling, disposal, discharge, transportation, Release, threatened Release, investigation or remediation of Hazardous Materials.

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

“Escrow Agent” means Acquiom Clearinghouse LLC, a Delaware limited liability company.

“Escrow Agreement” means the Escrow Agreement, substantially in the form attached hereto as Exhibit C.

“Escrow Amount” means $1,000,000.

“Estimated Adjusted Net Working Capital” has the meaning set forth in Section 2.5(a).

“Estimated Cash” has the meaning set forth in Section 2.5(a)(i)(A)(2).

“Estimated Closing Date Indebtedness” has the meaning set forth in Section 2.5(a).

“Estimated Purchase Price” means an amount equal to: (a) the Closing Payment, plus (b) the Promissory Notes Amount, plus (c) the Escrow Amount.

“Estimated Unpaid Company Transaction Expenses” has the meaning set forth in Section 2.5(a).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Families First Act” means the Families First Coronavirus Response Act, as signed into law by the President of the United States on March 18, 2020.

“FDA” means the United States Food and Drug Administration.

“FDCA” means the Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 301 et seq.) and its implementing regulations.

“Final Closing Statement” has the meaning set forth in Section 2.6(e).

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“Final Purchase Price” has the meaning set forth in Section 2.6(e).

“Financial Statements” has the meaning set forth in Section 4.9.

“Foreign Qualification” has the meaning set forth in Section 4.1(c).

“Fraud” means, actual, knowing and intentional fraud (and not constructive fraud, statutory fraud, equitable fraud, negligent misrepresentation or omission, or any form of fraud premised on recklessness or negligence) committed by a Person in the making of the representations and warranties in this Agreement (as modified by the Disclosure Schedule), with the intent of deceiving the other Person to enter into this Agreement, and on which the other Person reasonably relies. For the avoidance of doubt, giving of a representation or warranty without scienter will not constitute Fraud.

“Fundamental Representations” means the Company Fundamental Representations, the Purchaser Fundamental Representations and the Seller Fundamental Representations.

“GAAP” means generally accepted accounting principles in effect in the United States as of (a) the Closing Date for purposes of the Pre-Closing Statement and the Post-Closing Statement and (b) as of the applicable time of measurement for all other purposes under this Agreement.

“General Enforceability Exceptions” means, collectively: (a) applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally from time to time in effect; and (b) the availability of equitable remedies (regardless of whether enforceability is considered in a proceeding at law or in equity).

“Government Contracts” means (a) all Contracts of Company with any Governmental Authority, including prime contracts, grants, cooperative agreements, cooperative research and development agreements, and “Other Transactions,” (b) all subcontracts entered into by Company at any tier under any Governmental Authority’s prime contracts with other Persons, (c) all Contracts that authorize Company to serve as a distributor, reseller or agent under Government Contracts held by other Persons, and (d) all basic ordering agreements, letter Contracts, purchase orders and delivery orders of Company with Governmental Authorities, including, as to all of the foregoing, all amendments, modifications and options thereunder or relating thereto. For purposes of clarity, Government Contracts do not include Permits.

“Governmental Authority” means any federal, state, local or foreign government or any organization created under an international convention or multilateral treaty (including any political or other subdivision or judicial, legislative, executive or administrative branch, agency, commission, authority or other body of any of the foregoing or arbitrator).

“Hazardous Materials” means any chemical, material, waste or substance that is defined, listed, classified or regulated as “hazardous substances,” “hazardous wastes,” “hazardous materials” or “petroleum” under any Environmental Law.

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“HIPAA” means the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. § 1320d et seq.), as amended by the Health Information Technology for Economic and Clinical Health Act (42 U.S.C. § 17921 et seq.).

“Illustrative Calculation of Adjusted Net Working Capital” means the illustrative calculation of Adjusted Net Working Capital attached hereto as Exhibit B.

“Incidental License” means any (i) permitted use right to confidential information in a non-disclosure agreement; (ii) non-negotiated license to use commercially-available software; and (iii) any non-exclusive license that is not material to the Business and merely incidental to the transaction contemplated in the Contract, the commercial purpose of which is primarily for something other than such license, such as any: (A) Contract for the sale of advertising; (B) sales or marketing or similar Contract that includes a license to use the trademarks and copyrights of the Company for the purposes of promoting Company products or services; (C) vendor Contract that includes permission for the vendor to identify the Company as a customer of the vendor; (D) Contract with employees or contractors that grants such individuals access to Company Intellectual Property for the purpose of providing services to or for Company; (E) non-exclusive licenses granted to customers in the ordinary course of business.

“Indebtedness” means, with respect to any Person, (a) all indebtedness of such Person for borrowed money (including all principal, interest, premiums, penalties, and breakage fees), (b) all obligations of such Person evidenced by notes, bonds, debentures or similar instruments or pursuant to any guaranty with respect thereto, (c) all indebtedness of such Person created or arising under any conditional sale, title retention or similar agreement or creating an obligation of such Person with respect to the deferred purchase price of property or services (but excluding trade accounts payable in the ordinary course of business), including all obligations of such Person resulting from any earn-out (including those related to or arising out of any prior acquisition, business combination or similar transaction), (d) obligations under derivative financial instruments, including interest rate swaps, (e) any Accrued Income Taxes, (f) any unfunded, vested liabilities of Company under deferred compensation plans and agreements that are subject to Section 409A of the Code and corresponding employer payroll taxes resulting from such payments, (g) all obligations of such Persons under leases required to be capitalized as a finance lease in accordance with GAAP, (h) any payroll, social security or similar Taxes deferred pursuant to the CARES Act, (i) all obligations of such Person for the reimbursement of any obligor on any letter of credit, surety bond, banker’s acceptance or similar credit transaction, (j) all accrued but unpaid dividends, (k) all accrued commissions for which commissionable cash has been received, (l) all unearned revenue (for which cash has been received) and customer deposits, (m) all accrued bonuses to the extent not processed through payroll, (n) all obligations of the type referred to in clauses (a)-(m) above of any Persons the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, (o) all obligations of the type referred to in clauses (a)-(m) above of other Persons secured by any Lien on any asset, property or right of the Person with respect to which the Indebtedness is being determined (whether or not such obligation is assumed by the Person with respect to which the Indebtedness is being determined), but excluding any such Lien that will be released in accordance with the terms of the instruments governing such Liens upon the Closing, and (p) all accrued and unpaid interest, premiums, penalties, fees, expenses and other obligations relating to the foregoing in clauses (a)-(g) above. For the avoidance of doubt, Indebtedness shall exclude any amounts taken into account in the calculation of Adjusted Net Working Capital or Company Transaction Expenses.

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“Indemnitee” has the meaning set forth in Section 7.5(a).

“Indemnitor” has the meaning set forth in Section 7.5(a).

“Initial Purchase Price” means $55,000,000.

“Insurance Policies” means, collectively, all of the insurance policies maintained by Company, or by any Seller or its Affiliates on behalf of Company or the Business.

“Intellectual Property” means all intellectual property and related proprietary rights, including all U.S. and non-U.S. (a) patents, patent applications of any kind, invention disclosures and all related continuations, continuations-in-part, divisionals, reissues, re-examinations, substitutions, renewals, restorations, and extensions thereof, (b) trademarks, service marks, certification marks, domain names, logos, slogans, trade dress, trade names, brand names, design rights, social media accounts and other similar designations of source or origin, together with all associated goodwill, whether registered or unregistered, (c) copyrights and works of authorship, whether or not copyrightable, moral rights, (d) trade secrets and other proprietary and confidential information, ideas, know-how, inventions, proprietary processes, formulae, models and methodologies, research and development data, inventions, (e) rights in software, including all source code, object code, scripts, firmware, assemblers, applets, compilers, development and design tools, user interfaces and data files and documentation, in any format, however fixed, and all media on which the foregoing is recorded, and (f) all applications and registrations for any of the foregoing.

“IRS” means the U.S. Internal Revenue Service.

“K. Peters Trust” has the meaning set forth in the Preamble.

“Knowledge of Company” (or any formulation herein expressly referencing “knowledge” of Company) means and shall be limited to, as of the Closing Date, the actual knowledge (and shall in no event encompass constructively imputed or similar concepts of knowledge), of Richard and William after reasonable inquiry of their direct reports.

“Latest Balance Sheet” means the unaudited consolidated balance sheet of the Business as of June 30, 2024.

“Law” means any statute, law (including common law), ordinance, regulation, rule, code or other requirement of a Governmental Authority or any Order.

“Lien” means, with respect to any asset, any mortgage, lien, pledge, charge, hypothecation, claim, encroachment, easement, real property title defect, restriction, adverse claim, option, security interest, exclusive license or similar encumbrance of any kind with respect to such asset, including any contingent sale, title retention agreement or lease in the nature thereof. For the avoidance of doubt, the non-exclusive license or other grant of rights with respect to Intellectual Property entered into in the ordinary course of business, in and of itself, shall not be deemed to be a Lien.

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“Loss” or “Losses” means any and all demands, claims, liabilities, losses, damages, obligations, causes of action, fines, Taxes, penalties, costs, and expenses, including reasonable attorneys’ fees, costs and expenses, court costs, and other costs of suit.

“Manufacturer” or “Manufacturers” has the meaning set forth in Section 4.22.

“Material Customers” has the meaning set forth in Section 4.22.

“Measurement Time” means 11:59 p.m., Central time, on the date prior to the Closing Date.

“Misdirected Disbursement” has the meaning set forth in Section 6.8.

“Misdirected Payment” has the meaning set forth in Section 6.8.

“Non-Voting Common Stock” has the meaning set forth in the Recitals.

“Notice of Claim” has the meaning set forth in Section 7.5(a).

“Order” means any order, writ, judgment, injunction, decree or award entered by or with any Governmental Authority.

“ordinary course of business” means, with respect to any Person, in the ordinary course of business of such Person, consistent with past practice.

“Organizational Documents” means the articles of incorporation, articles of association, certificate of incorporation, certificate of registration, charter, by-laws, articles of formation, certificate of formation, regulations, operating agreement, memorandum of association, certificate of limited partnership, partnership agreement and all other similar documents, instruments or certificates executed, adopted or filed in connection with the creation, formation or organization of a Person, including any amendments thereto.

“Pay-Off Letters” shall mean customary pay-off letters or release letters with respect to the Estimated Closing Date Indebtedness, each in form and substance reasonably satisfactory to Purchaser pursuant to which the creditors party thereto agree that either (a) upon payment of the amount of the Indebtedness described therein, all obligations with respect to such Indebtedness will be indefeasibly paid in full and all Liens and credit support related thereto will be discharged and automatically released or (b) Company and all of its assets and Securities will be automatically released from any guarantee, lien or other obligation with respect thereto.

“Permits” has the meaning set forth in Section 4.17.

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“Permitted Lien” means: (a) Liens for current Taxes or other governmental charges not yet due or payable or that are being contested in good faith and for which adequate reserves have been established by Company to the extent required under GAAP to the extent that such contest effectively suspends collection of the contested obligation and the enforcement of any Lien securing such obligation; (b) mechanics’, carriers’, workers’, repairers’, landlords’ and similar inchoate statutory Liens incurred in the ordinary course of business but that have not been perfected relating to obligations as to which there is no default on the part of Company, or that are being contested in good faith and for which a statutory bond or adequate and segregated reserves have been established by Company; (c) easements, rights of way, zoning ordinances, encroachments, matters of record, matters that would be disclosed by an accurate survey or inspection, or other title defects, in each case that do not, individually or in the aggregate, impair the marketability of title of Company Real Property, materially impair the use and operations of the Company Real Property for the Business as presently conducted or materially impair the value of the parcel of Company Real Property to which they relate; (d) Liens with respect to any obligations as lessee under capitalized leases; (e) rights, interests, Liens of, or through, a licensor, sublicensor, licensee, sublicensee, lessor or sublessor under the Company Real Property Leases; and (f) restrictions on transfer of securities imposed by applicable state and federal securities Laws.

“Person” means any individual, corporation, partnership, limited liability company, unlimited liability company, limited liability partnership, joint venture, person, trust, association, organization or any other entity, including any Governmental Authority, and including any successor, by merger or otherwise, of any of the foregoing.

“Personal Information” means data relating to one or more individual(s) that is personally identifying (i.e., data that identifies an individual or, in combination with any other information or data available to Company, is reasonably capable of identifying an individual), protected health information as defined under 45 C.F.R. § 160.103, or that is considered personal data regulated under Data Privacy Requirements, including HIPAA or Part 2 Regulations.

“Post-Closing Covenants” has the meaning set forth in Section 7.1.

“Post-Closing Statement” has the meaning set forth in Section 2.6(a).

“Pre-Closing Statement” has the meaning set forth in Section 2.5(a).

“Pre-Closing Tax Period” means (i) any taxable period beginning on or before the Closing Date and (ii) the portion of any Straddle Period ending on and including the Closing Date.

“Pre-Closing Taxes” means all (i) Taxes imposed on or with respect to Company for any Pre-Closing Tax Period, (ii) all Taxes of any other Person imposed on Company as a transferee or successor, by Contract, or by operation of Law, in each case which relate to an event or transaction arising before the Closing, and (iii) any withholding Tax imposed or otherwise due with respect to any payment under this Agreement.

“Privileged Communications” has the meaning set forth in Section 8.15(b).

“Promissory Notes Amount” means, in the aggregate, $23,000,000.

“Purchase Price” has the meaning set forth in Section 2.2.

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“Purchase Price Disbursement Schedule” has the meaning set forth in Section 2.5(b).

“Purchaser” has the meaning set forth in the Preamble.

“Purchaser Adjustment Amount” has the meaning set forth in Section 2.6(f).

“Purchaser Assignee” has the meaning set forth in Section 8.3.

“Purchaser Benefit Plans” has the meaning set forth in Section 6.11(b).

“Purchaser Claims” has the meaning set forth in Section 7.2.

“Purchaser Fundamental Representations” means the representations and warranties set forth in Section 5.1, Section 5.2 and Section 5.5.

“Purchaser Indemnified Group” has the meaning set forth in Section 7.2.

“Purchaser Material Adverse Effect” means any event, development or change that would have a material adverse effect on the ability of Purchaser to perform its obligations under this Agreement, or that would prevent or materially impede or delay the consummation by Purchaser of the transactions contemplated hereby.

“R. Peters 2005 Trust” has the meaning set forth in the Preamble.

“R. Peters 2020 Trust” has the meaning set forth in the Preamble.

“R&W Insurance Policy” means the representation and warranty insurance policy issued by the R&W Insurer to Purchaser with respect to this Agreement in the form delivered to Sellers prior to the Closing.

“R&W Insurer” means Euclid Transactional, LLC.

“Registered Intellectual Property” has the meaning set forth in Section 4.14(a).

“Reimbursing Party” has the meaning set forth in Section 6.8.

“Release” means releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing or dumping into the outdoor environment.

“Released Parties” has the meaning set forth in Section 6.4.

“Releasing Parties” has the meaning set forth in Section 6.4.

“Representative” means a Person’s officers, directors, Affiliates, Associates, employees, agents, and advisors (including attorneys, accountants, consultants, underwriters and financial advisors).

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“Retention Agreement” has the meaning set forth in Section 2.3(b)(iii) and substantially in the form attached hereto as Exhibit F.

“Review Period” has the meaning set forth in Section 2.6(b).

“Richard” has the meaning set forth in the Preamble.

“Rita Trust” has the meaning set forth in the Preamble.

“Sanctioned Country” means a country that is the target of comprehensive or significant Sanctions (including, as of the Closing Date, Cuba, Iran, North Korea, Russia, Syria, Venezuela, and the Donetsk, Luhansk, and Crimea regions of Ukraine).

“Sanctions” means applicable economic or financial sanctions or trade embargoes, including those imposed, administered or enforced from time to time by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State.

“Securities” has the meaning set forth in the Recitals.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Security Incident” means (a) any unauthorized access to or acquisition, of Personal Information in Company’s possession or control, or (b) any breach of the security of or other unauthorized access to or use of Company’s Systems.

“Seller” or “Sellers” has the meaning set forth in the Preamble.

“Seller Claims” has the meaning set forth in Section 7.3.

“Seller Fundamental Representations” means the representations and warranties set forth in Section 3.1, Section 3.2, Section 3.4 and Section 3.5.

“Seller Group” has the meaning set forth in Section 8.15(a)(i).

“Seller Group Law Firm” has the meaning set forth in Section 8.15(a)(i).

“Seller Indemnified Group” has the meaning set forth in Section 7.3.

“Sellers Adjustment Amount” has the meaning set forth in Section 2.6(f).

“Sellers’ Account” has the meaning set forth in Section 2.3.

“Sellers’ Representative” has the meaning set forth in Section 8.14.

“Setoff Right” has the meaning set forth in Section 8.11.

“Statement of Objections” has the meaning set forth in Section 2.6(b).

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“Straddle Period” means any taxable period beginning on or before and ending after the Closing Date.

“Subordinated Promissory Note” or “Subordinated Promissory Notes” has the meaning set forth in Section 2.3 and substantially in the form attached hereto as Exhibit D-1.

“Subsidiary” means, with respect to any specified Person, any: (a) corporation, more than 50% of the outstanding voting or capital stock of which is, as of the time in question, directly or indirectly owned by such Person; and (b) partnership, joint venture, association, or other entity in which such Person, directly or indirectly, owns more than 50% of the outstanding equity interests thereof or has the power to elect or direct the election of more than 50% of the members of the governing body of such partnership, joint venture, association or other entity.

“Systems” means those information technology assets, computer systems, devices, mobile devices, equipment, hardware, servers, networks, telecommunications systems and related infrastructure and facilities owned by Company.

“Target Adjusted Net Working Capital” means $19,800,000.

“Tax Asset” has the meaning set forth in Section 6.3(i).

“Tax Claim” has the meaning set forth in Section 6.3(h).

“Tax Return” means any return, declaration, report, claim for refund or information return, certificate, bill, statement or other written information filed or required to be filed with any Taxing Authority relating to Taxes, including any supplement, schedule or attachment thereto, and including any amendment thereof.

“Taxes” means all federal, state, provincial, local or non-U.S. taxes, fees, assessments, and other governmental charges of a similar nature (whether imposed directly or through withholding), including all income, gross receipts, branch profits, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, escheat, environmental, customs duties, capital stock, capital, franchise, profits, withholding, social security (or similar, including governmental pension plan contributions and employment and unemployment insurance premiums), unemployment, disability, net worth, real property, personal property, unclaimed property, sales, use, goods and services, harmonized sales, transfer, registration, ad valorem, value added, alternative or add-on minimum or estimated tax or other tax of any kind whatsoever, including any obligations to repay any Taxes or Tax credits, governmental grants, subsidies or similar amounts, and including any interest, additions to tax, or penalties applicable thereto, as well as any liability for the foregoing pursuant to Law, Contract or otherwise.

“Taxing Authority” means the IRS and any other U.S. or non-U.S. Governmental Authority responsible for the assessment, imposition, auditing or collection of any Taxes or collection or review of any Tax Returns.

“Third Party Claim” means any Action, in each case with respect to a Loss or potential Loss, made or brought by any Person other than Purchaser, any Seller or their respective Affiliates.

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“Trade Controls” means (a) all applicable trade, export control, import, and antiboycott laws and regulations imposed, administered, or enforced by the U.S. government, including the Arms Export Control Act (22 U.S.C. §1778), the International Emergency Economic Powers Act (50 U.S.C. §§1701–1706), Section 999 of the Internal Revenue Code, the U.S. customs laws at Title 19 of the U.S. Code, the Export Control Reform Act of 2018 (50 U.S.C. §§4801-4861), the International Traffic in Arms Regulations (22 C.F.R. Parts 120–130), the Export Administration Regulations (15 C.F.R. Parts 730-774), the U.S. customs regulations at Title 19 of the C.F.R., and the Foreign Trade Regulations (15 C.F.R. Part 30); and (b) all applicable trade, export control, import, and antiboycott laws and regulations imposed, administered or enforced by any other country, except to the extent inconsistent with U.S. law.

“Transaction Documents” means this Agreement (including the Disclosure Schedule and the Exhibits, schedules, and annexes hereto and thereto), the Escrow Agreement, the Subordinated Promissory Notes, the Employment Agreement, the Retention Agreements, the Estoppel Certificates, the Confidentiality Agreement, and any other agreements, certificates and instruments to be executed or delivered in connection herewith or therewith or pursuant hereto or thereto.

“Treasury Regulations” means the regulations promulgated under the Code.

“VDR” means the virtual data room entitled “NuAire” maintained by Firmex Inc.

“Voting Common Stock” has the meaning set forth in the Recitals.

“W. Peters 2023 Trust” has the meaning set forth in the Preamble.

“W. Peters Trust” has the meaning set forth in the Preamble.

“WARN Act” has the meaning set forth in Section 4.8(b).

“William” has the meaning set forth in the Preamble.

ARTICLE II

PURCHASEAND SALE; CLOSING

Section 2.1 Purchase and Sale.

(a) Sellers and Purchaser hereby agree that, upon the terms set forth in this Agreement, at the Closing, Sellers shall sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from Sellers, all of Sellers’ right and title to, and interest in, the Securities, free and clear of all Liens, except for any restriction on transfer of securities pursuant to applicable securities Laws.

(b) In consideration for the sale, conveyance, assignment, transfer and delivery of the Securities by Sellers to Purchaser, upon the terms and subject to the conditions set forth in this Agreement, Purchaser shall pay an aggregate amount equal to the Purchase Price as further detailed in Section 2.2.

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Section 2.2 Purchase Price.

(a) The aggregate purchase price for the Securities (the “Purchase Price”) shall be:

(i) Fifty-Five Million Dollars ($55,000,000) (the “Initial Purchase Price”); plus

(ii) the excess, if any, of Adjusted Net Working Capital over Target Adjusted Net Working Capital; minus

(iii) the excess, if any, of Target Adjusted Net Working Capital over Adjusted Net Working Capital; plus

(iv) Cash; minus

(v) Closing Date Indebtedness; minus

(vi) Unpaid Company Transaction Expenses.

Section 2.3 Transactions to be Effected at the Closing.

(a) Subject to the terms and conditions of this Agreement, at the Closing, Purchaser shall:

(i) pay and deliver the Closing Payment to Sellers by means of a wire transfer of immediately available cash funds to an account as directed by Sellers’ Representative in writing prior to the Closing (the “Sellers’ Account”);

(ii) deliver subordinated promissory notes in the aggregate amount of $23,000,000 (the “Promissory Notes Amount”) in the form set forth on Exhibit D-1 hereto (each a “Subordinated Promissory Note” and, collectively, the “Subordinated Promissory Notes”) to Sellers in the amounts set forth on Exhibit D-2 set forth across from each Seller, in each case, duly executed by Purchaser;

(iii) pay, or cause to be paid, the Escrow Amount to the Escrow Agent, to be held pursuant to and in accordance with the Escrow Agreement;

(iv) on behalf of Company, cause the Estimated Closing Date Indebtedness to be repaid in full to the Person or Persons entitled thereto pursuant to the Pay-Off Letters; and

(v) on behalf of Company, pay the Estimated Unpaid Company Transaction Expenses to the Person or Persons entitled thereto pursuant to the instructions delivered by Sellers’ Representative in writing at least three (3) Business Days prior to the Closing Date (which instructions shall include final invoices as contemplated by Section 2.5(a)(ii)), in each case, as further specified in Section 2.6.

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(vi) deliver to Sellers’ Representative, the Employment Agreement, duly executed by Company (as a subsidiary of Purchaser as of the Closing);

(vii) deliver to Sellers’ Representative, the Retention Agreements, in each case, duly executed by Company (as a subsidiary of Purchaser as of the Closing); and

(viii) deliver to Sellers’ Representative a counterpart signature page to the Escrow Agreement, duly executed by Purchaser.

(b) Subject to the terms and conditions of this Agreement, at the Closing, Sellers’ Representative shall deliver to Purchaser:

(i) Subordinated Promissory Notes, duly executed by each of the applicable Sellers;

(ii) the employment agreement, substantially in the form attached hereto as Exhibit E (the “Employment Agreement”), duly executed by William; and

(iii) the retention agreements, substantially in the form attached hereto as Exhibit F (each a “Retention Agreement” and, collectively, the “Retention Agreements”), duly executed by each of, as applicable, John Peters, James Sande, Jake Pehl, Kevin O’Neill, Drew Pippin, Connie Kumal, Charlie Christianson, and Matt Squire.

(iv) a counterpart signature page to the Escrow Agreement, duly executed by Sellers’ Representative.

(c) The payment by Purchaser of the cash portions of the Purchase Price to the Sellers’ Account for distribution to Sellers shall constitute payment by Purchaser to each Seller and satisfaction of Purchaser’s obligation to pay such amount hereunder, and Purchaser shall thereafter have no liability or responsibility to any Person with respect to: (i) the allocation, determination, distribution or delivery of such cash portion of the Purchase Price among Sellers, including as may be required under any agreement among Sellers or under any Organizational Document or securities of Company; and (ii) any act or omission by Sellers’ Representative in the performance of its obligations under this Agreement. After such payment by Purchaser, Sellers’ Representative shall be solely responsible for allocating and distributing to each Seller, such Seller’s respective share of cash portion of the Purchase Price from the Sellers’ Account. The Closing Payment, including any adjustment thereto, also shall be allocated to Sellers in accordance with the Purchase Price Disbursement Schedule. The portion of the cash portion of the Purchase Price allocated to each Seller (net of obligations and any escrow for indemnification obligations established pursuant to this Agreement or by Sellers’ Representative in its sole discretion) shall be paid and distributed to such Seller by means of a wire transfer of immediately available funds to an account designated by such Seller to Sellers’ Representative prior to, on, or after the Closing. Each Seller agrees that Sellers’ Representative may withhold from the proceeds otherwise distributable to each Seller hereunder, and pay, such Seller’s pro rata portion of any fees or expenses incurred, or

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estimated to be incurred, by or on behalf of Sellers in connection with the transactions contemplated hereby. Nothing in this Section 2.3(c) is intended or shall be construed to confer on any Seller, rights against Purchaser relating to the portion of the Purchase Price allocated to such Seller or the net proceeds received after delivery of same in the Sellers’ Account.

Section 2.4 Closing. The closing of the purchase and sale of the Securities (the “Closing”) shall take place remotely via the exchange of documents and signatures on the Closing Date. The Closing shall be effective as of 12:01 a.m. Central time on the Closing Date other than for Tax purposes.

Section 2.5 Deliveries by Sellers Prior to the Closing Date. Prior to the Closing Date, Sellers shall have caused Company to prepare and deliver to Purchaser:

(a) (i) a statement (the “Pre-Closing Statement”) that sets forth: (A) Sellers’ good faith estimate of the amount of each of: (1) Adjusted Net Working Capital (the “Estimated Adjusted Net Working Capital”); (2) Cash (the “Estimated Cash”); (3) Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); and (4) Company Transaction Expenses (the “Estimated Unpaid Company Transaction Expenses”), and Purchaser shall have the right to review and comment on the foregoing estimates, which Sellers shall consider in good faith and subsequently make any agreed-upon changes to the foregoing estimates; and (B) the resulting calculation of the Estimated Purchase Price, in each case prepared in good faith in accordance with the Accounting Principles (and the applicable definitions contained therein); and (ii) invoices or similar supporting documentation with respect to the Estimated Unpaid Company Transaction Expenses set forth in the Pre-Closing Statement;

(b) a schedule (the “Purchase Price Disbursement Schedule”) that sets forth: (i) the amount to be paid to each Seller pursuant to Section 2.3(c); (i) the Person(s) to which the Estimated Closing Date Indebtedness is required to be paid, the applicable amounts required to be paid to such Person(s) and the applicable accounts to which the funds should be wired on the Closing Date; and (ii) the Person(s) to which the Estimated Unpaid Company Transaction Expenses are due, the applicable amounts due to such Person(s) and the applicable accounts to which the funds should be wired on the Closing Date; and

(d) Sellers shall, and shall cause Company to, instruct employees, counsel, accountants, financial advisors and other representatives to cooperate in good faith with Purchaser in connection with Purchaser’s review of the Pre-Closing Statement and the Purchase Price Disbursement Schedule, and the resolution of any disputes with respect thereto.

Section 2.6 Post-Closing Adjustment. The Estimated Purchase Price shall be adjusted following the Closing as provided in this Section 2.6:

(a) As promptly as practicable, but in any event within ninety (90) calendar days after the Closing Date, Purchaser shall prepare in good faith and deliver to Sellers’ Representative a statement that sets forth: (i) Purchaser’s good faith calculation of the

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amount of each of: (1) Adjusted Net Working Capital; (2) Cash; (3) Closing Date Indebtedness; and (4) Company Transaction Expenses; and (ii) the resulting calculation of the Purchase Price (collectively, the “Post-Closing Statement”), in each case in accordance with the Accounting Principles (and the applicable definitions contained therein) and including reasonable supporting documentation used by Purchaser in the preparation of the Post-Closing Statement and each component of the Purchase Price.

(b) Following receipt of the Post-Closing Statement, Sellers’ Representative shall have thirty (30) calendar days (the “Review Period”) to review such Post-Closing Statement (including the determination of the Purchase Price). If Sellers’ Representative has accepted such Post-Closing Statement in writing or has not given written notice to Purchaser setting forth any objection to such Post-Closing Statement (a “Statement of Objections”) prior to the expiration of the Review Period, then the Post-Closing Statement (including the determination of the Purchase Price) shall be final and binding upon the parties. In the event that Sellers’ Representative delivers a Statement of Objections during the Review Period, each of Purchaser and Sellers’ Representative shall use its reasonable efforts to resolve such objections within thirty (30) calendar days following the receipt by Purchaser of such Statement of Objections (any unresolved objection following such 30-calendar day period, a “Dispute”). After such 30-calendar day period, any item or matter that is not a Dispute shall become final and binding. If Purchaser and Sellers’ Representative are unable to resolve all objections during such 30-calendar day period, then any remaining Disputes, and only such remaining Disputes, shall be resolved by an accounting firm mutually agreed to by Purchaser and Sellers’ Representative (the “Accounting Firm”). If Purchaser and Sellers’ Representative cannot agree on an accounting firm within forty (40) calendar days of determining that an accounting firm must be appointed as contemplated by the preceding sentence, then Sellers’ Representative or Purchaser may submit a request to the American Arbitration Association (“AAA”) requesting appointment of a nationally recognized independent certified public accounting firm to serve as the Accounting Firm, and Purchaser and Sellers’ Representative shall cooperate to promptly engage the Accounting Firm appointed by AAA on the terms contemplated by this Section 2.6(b). The Accounting Firm shall act as an expert, and not an arbitrator, and be instructed to resolve any such remaining Disputes in accordance with the Accounting Principles (and the applicable definitions contained therein) and the Illustrative Calculation of Adjusted Net Working Capital, within sixty (60) calendar days after its appointment. The resolution of such Disputes by the Accounting Firm shall: (i) be set forth in a reasoned written decision; (ii) be within the range of values established for such amount as determined by reference to the value assigned to such amount by Sellers’ Representative in the Statement of Objections and by Purchaser in the Post-Closing Statement; (iii) constitute an enforceable award; (iv) be conclusive and binding upon all of the parties upon which a judgment may be rendered by a court of competent jurisdiction; and (v) except in the case of a manifest calculation error, be limited to a determination as to whether such Dispute is calculated in accordance with the Accounting Principles (and the applicable definitions contained therein) and the Illustrative Calculation of Adjusted Net Working Capital. During the review by the Accounting Firm, Purchaser and Sellers’ Representative and their respective accountants shall each be entitled to make simultaneous initial written submissions and simultaneous reply written submissions to the Accounting Firm, and shall make available to the Accounting Firm all information, books, records and

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work papers, as may be reasonably required by the Accounting Firm to fulfill their obligations pursuant to this Section 2.6(b); provided, however, that the accountants of each of Purchaser, Sellers’ Representative and Company shall not be obligated to make any work papers available to the Accounting Firm except in accordance with such accountants’ normal disclosure procedures and then only after the Accounting Firm has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. Purchaser, on the one hand, and Sellers’ Representative, on the other hand, shall not engage in ex parte communications with the Accounting Firm without the prior written consent of the other party or without the other party having the opportunity to participate in (and, to the extent of any written communications, being concurrently provided with a copy of any such communication). Each of Purchaser and Sellers’ Representative agrees that it shall not have any right to, and shall not, institute any Action of any kind challenging such determination by the Accounting Firm, except that the foregoing shall not preclude an Action to enforce such determination.

(c) For the purpose of complying with the terms set forth in Section 2.6(b), during the Review Period and until each Dispute (if any) has been resolved under Section 2.6(b), Purchaser, on the one hand, and Sellers’ Representative, on the other hand, shall, and shall cause their respective Representatives to, and Sellers’ Representative shall cause Company and its Representatives to, cooperate with and promptly make available to each other and their respective Representatives all information, records, data and working papers, including historical financial information relating to Company, and shall permit reasonable access (during normal business hours and without undue interruption to its business) to its facilities and personnel, as may be reasonably requested in connection with the preparation and review of the Post-Closing Statement and the resolution of any disputes with respect thereto.

(d) All fees, costs and expenses of AAA and the Accounting Firm incurred pursuant to this Section 2.6 shall be allocated between Purchaser and Sellers by the Accounting Firm based on the inverse proportion of each party’s success in the Dispute. By way of example, if Sellers dispute a total of $100 and the Accounting Firm awards $60 in favor of Sellers, Purchaser shall pay 60% (and Sellers shall pay 40%) of all fees, costs and expenses of AAA and the Accounting Firm.

(e) The Post-Closing Statement, as prepared and determined pursuant to Section 2.6(a) and Section 2.6(b), shall be deemed final and binding for all purposes upon the earliest of: (i) the failure of Sellers’ Representative to deliver a Statement of Objections to Purchaser prior to the expiration of the Review Period; (ii) the resolution of all Disputes pursuant to Section 2.6(b) by Sellers’ Representative and Purchaser; and (iii) the resolution of all Disputes pursuant to Section 2.6(b) by the Accounting Firm. For the purposes of this Agreement, the “Final Closing Statement” means the Post-Closing Statement, as finally determined (including by modification or adjustment) pursuant to the terms and conditions of this Section 2.6, the “Final Purchase Price” means the Purchase Price as calculated based on the Adjusted Net Working Capital, Cash, Closing Date Indebtedness, and Company Transaction Expenses set forth in the Final Closing Statement.

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(f) If the Estimated Purchase Price exceeds the Final Purchase Price (such excess amount, the “Sellers Adjustment Amount”), then Purchaser and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent, directing the Escrow Agent to deliver from the Escrow Amount to Purchaser the Sellers Adjustment Amount and, in the event that the Escrow Amount is insufficient to satisfy the Sellers Adjustment Amount, then (i) Sellers’ Representative shall pay, or cause to be paid, the Sellers Adjustment Amount in excess of the Escrow Amount by wire transfer of immediately available funds to Purchaser in accordance with the written instructions provided by Purchaser or (ii) if Sellers’ Representative does not pay the Sellers Adjustment Amount in excess of the Escrow Amount within five (5) Business Days, then Purchaser may exercise its Setoff Right for the Sellers Adjustment Amount in excess of the Escrow Amount. If the Final Purchase Price exceeds the Estimated Purchase Price (such excess amount, the “Purchaser Adjustment Amount”), then Purchaser and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent, directing the Escrow Agent to deliver the Escrow Amount to Sellers’ Representative and Purchaser shall pay, or cause to be paid, the Purchaser Adjustment Amount to Sellers’ Representative by wire transfer of immediately available funds to Sellers’ Representative in accordance with the written instructions provided by Sellers’ Representative. If, following delivery of the Sellers Adjustment Amount, any balance of the Escrow Amount remains, Purchaser and Sellers’ Representative shall deliver joint written instructions to the Escrow Agent, directing the Escrow Agent to deliver from the Escrow Amount to Sellers’ Representative (or its designee) the remaining balance of the Escrow Amount. Any Escrow Amount paid to any party pursuant to this Section 2.6 shall be paid in accordance with the instructions and timing as set forth in the Escrow Agreement. In the event that the Escrow Amount is insufficient to pay the Sellers Adjustment Amount or the Purchaser Adjustment Amount, as applicable, any supplemental wire transfer by the applicable party pursuant to this Section 2.6 shall be made within two (2) Business Days after the Final Closing Statement and the Final Purchase Price have each been determined pursuant to Section 2.6(e). The parties shall treat all payments made pursuant to this Section 2.6(f) as adjustments to the Purchase Price with respect to the applicable Securities for Tax purposes to the maximum extent permitted by applicable Law.

Section 2.7 Withholding. Notwithstanding anything to the contrary in this Agreement, Purchaser (and its Affiliates) and any applicable payor shall be entitled to deduct and withhold from any payments otherwise payable pursuant to this Agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under applicable Law; provided, however, that unless such deduction or withholding results from the failure of Sellers to comply with Section 6.3(d) (“FIRPTA”) or from the making of a compensatory payment, Purchaser shall use commercially reasonable efforts to provide at least three (3) calendar days’ notice of any such intention to deduct or withhold and shall reasonably cooperate with Sellers’ Representative to mitigate the imposition of any such deduction or withholding. Any such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.

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ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SELLERS

Except as set forth in the Disclosure Schedule, each Seller, jointly and severally, represents and warrants to Purchaser as follows:

Section 3.1 Authority; Enforceability. Each Seller has the necessary or requisite power, authority and legal capacity to execute and deliver this Agreement and all agreements and documents contemplated hereby to be executed and delivered by such Seller, and to perform and consummate the transactions contemplated hereby and thereby. This Agreement has been, and all agreements and documents contemplated hereby to be executed and delivered by such Seller shall be, duly and validly executed and delivered by such Seller and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, shall, upon such execution and delivery hereof and thereof, be the legal, valid and binding obligations of such Seller hereunder and thereunder, as applicable, enforceable against such Seller in accordance with their terms.

Section 3.2 No Conflicts; Consents and Approvals.

(a) Neither the execution, delivery, or performance of this Agreement by each Seller, or the other agreements and documents contemplated hereby to be executed and delivered by such Seller, nor the consummation by such Seller of the transactions contemplated hereby or thereby, shall: (i) conflict with or result in a breach of any provisions of its Organizational Documents, as applicable; (ii) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation or imposition of a Lien upon any property or assets of such Seller pursuant to, any Contract to which such Seller is a party; or (iii) subject to receipt by such Seller of any requisite approvals referred to in Schedule 4.2, violate any Law or Order applicable to such Seller or its properties or assets.

(b) Assuming the truth and accuracy of the representations and warranties of Purchaser set forth in Section 5.3(b), and except for the actions or non-actions, waivers, consents, approvals, authorizations, registrations and filings listed on Schedule 3.2(b), the execution, delivery and performance by each Seller of this Agreement, and the execution, delivery and performance by such Seller of the other agreements contemplated hereby to which it is a party and the consummation by such Seller of the transactions contemplated hereby and thereby does not and shall not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Person.

Section 3.3 Litigation.

(a) There is no Action against any Seller or any of its Affiliates pending by or before any Governmental Authority.

(b) There is no Order binding on any Seller or any of its Affiliates.

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Section 3.4 Securities. Each Seller is the sole record and beneficial owner of, and has good and valid title to, its applicable Securities as further detailed in Exhibit A hereto, free and clear of all Liens (other than transfer restrictions under federal or state securities Laws). Upon delivery of the Securities to Purchaser at the Closing, Purchaser shall acquire all of the Securities free and clear of any Liens (other than transfer restrictions under applicable federal or state securities Laws).

Section 3.5 Brokers. No Seller nor Company has incurred any obligation or liability, contingent or otherwise, in connection with this Agreement that would result in the obligation of Company or Purchaser to pay any finder’s fees, brokerage or agent’s commissions or other like payments in connection with the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF COMPANY AND THE BUSINESS

Except as set forth in the correspondingly numbered Disclosure Schedule, Company represents and warrants to Purchaser as follows:

Section 4.1 Organization and Good Standing; Qualification.

(a) Company is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Minnesota.

(b) Company has all requisite corporate power and authority to own, lease and operate its properties and to carry on the Business as it is being conducted as of the Closing Date, except where the failure to have such power and authority would not, individually or in the aggregate, be materially adverse to Company or the Business.

(c) Company is duly qualified or licensed to do business and is in good standing (or the equivalent thereof, where such concept is recognized) in each jurisdiction where the character of its properties owned, operated or leased or the nature of its activities makes such qualification or licensure necessary (collectively, “Foreign Qualification”), except where the failure to be so qualified or licensed to do business and in good standing would not reasonably be expected to be materially adverse to Company or the Business. Schedule 4.1(c) sets forth a complete and accurate list of each jurisdiction of Foreign Qualification.

Section 4.2 No Conflicts; Consents and Approvals. Except as set forth in Schedule 4.2, neither the execution, delivery or performance of this Agreement by Company, or the other agreements and documents contemplated hereby to be executed and delivered by Company, nor the consummation by Company of the transactions contemplated hereby or thereby, shall: (i) conflict with or result in a breach of any provisions of Company’s Organizational Documents; (ii) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation or imposition of a Lien upon any property or assets of Company pursuant to, any Company Contract; or (iii) subject to receipt of the requisite approvals referred to in Schedule 4.2, violate any applicable Law or Order applicable to Company.

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Section 4.3 Capitalization.

(a) The Securities, collectively and as further detailed in Exhibit A hereto, constitute all of the equity securities of Company. Sellers, collectively, are the holders of record and beneficially own all of the Securities, and each Seller has good and valid title to the Securities, as applicable, free and clear of any preemptive rights, redemption rights, restrictions on transfer and Liens (other than transfer restrictions under applicable federal or state securities Laws). All former holders of record or owners (including beneficial owners) of equity securities of Company redeemed such equity securities pursuant to valid and binding written agreements with Company and have no continuing rights to ownership (or otherwise) in Company, and Company does not have any obligations to such former holders of record or owners (including beneficial owners). All of the Securities have been duly authorized, validly issued and are fully paid and non-assessable and are owned free and clear of any preemptive rights, redemption rights, restrictions on transfer and Liens (other than transfer restrictions under applicable federal or state securities Laws). Effective as of the Closing, good and valid title to the Securities shall pass to Purchaser, free and clear of all Liens (other than transfer restrictions under applicable federal or state securities Laws).

(b) Other than the Securities, there are no outstanding (i) equity securities of Company, (ii) securities of Company convertible into or exchangeable or exercisable for Securities or equity securities of any other Person, (iii) options, warrants, calls or other rights to acquire from Company or obligations of Company to issue, any equity securities or securities convertible into or exchangeable or exercisable for Securities or equity securities of any other Person, (iv) equity-settled compensatory arrangements, including any equity appreciation, phantom equity, profit participation, redemption or similar rights with respect to any Securities, or (v) Indebtedness which provides any holder thereof any rights typically associated with equity interests.

(c) No Person is party to any right of first refusal, right of first offer, proxy, voting agreement, registration rights agreement, equityholders agreement or any other Contract with respect to the sale, repurchase, redemption, transfer or voting of the Securities.

Section 4.4 Subsidiaries; Joint Ventures. Company does not own or have any interest in any shares of capital stock or other voting or other equity interest in (including any securities exercisable or exchangeable for or convertible into shares of capital stock of or other voting or equity interests in) any Person.

Section 4.5 Taxes. Except as set forth in Schedule 4.5:

(a) Company has: (i) filed (taking into account any extension of time within which to file) with the appropriate Taxing Authority all Tax Returns required to have been filed by, or with respect to, Company, and all such Tax Returns are true, correct and complete; and (ii) duly and timely paid all income and other material Taxes required to have been paid by Company whether or not shown on any Tax Returns. Company is not currently the beneficiary of any extension of time within which to file any Tax Return. No written claim has ever been made by a Taxing Authority in a jurisdiction where Company does not file a Tax Return that Company is or may be subject to taxation by that jurisdiction in respect of Taxes that would be covered by or the subject of such Tax Return.

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(b) As of the Closing Date, the unpaid Taxes of Company will not exceed the reserve for Taxes set forth on the face of the Latest Balance Sheet, as the Latest Balance Sheet would be adjusted from the date of the Latest Balance Sheet for operations and transaction of Company in the ordinary course of business, in accordance with the past practice of Company in filing its Tax Returns, through the day immediately prior to the Closing Date for purposes of income Taxes and through the Closing Date in the case of all other Taxes.

(c) Company is not the subject of any currently pending Tax audit, claim, assessment or other proceeding. As of the Closing Date, there are no pending written requests for extensions or waivers of the time to assess any material Tax of Company. Company has not waived any statute of limitations with respect to material Taxes, or agreed to any extension of time with respect to material Taxes, which waiver or extension has not since expired. Except for Permitted Liens, there are no Liens for Taxes on any of the assets of Company. Company has not received any letter rulings (or their equivalent) from any Taxing Authority.

(d) Company has withheld or collected, and timely paid to the appropriate Taxing Authority, all Taxes required to have been withheld or collected and remitted, and complied with all information reporting and back-up withholding requirements, and has maintained all required records with respect thereto, in connection with amounts paid or owing to any current or former employee, independent contractor, or other third party.

(e) Company has never been a member of an affiliated, consolidated, fiscal, loss sharing, combined, unitary or other similar Tax group or has any liability for Taxes of any Person arising from the application of Treasury Regulations Section 1.1502-6 or any analogous provision of state, local or non-U.S. Law, as a transferee or successor, by Contract (but excluding commercial agreements entered into in the ordinary course of business with one or more unrelated parties that are not primarily related to Taxes) or otherwise.

(f) Company is not a party to, or bound by, any written material Tax allocation, indemnification or sharing agreement (but excluding commercial agreements entered into in the ordinary course of business with one or more unrelated parties that are not primarily related to Taxes).

(g) Company will not be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any: (i) adjustments pursuant to Section 481(a) of the Code or any substantially similar provision of applicable state, local or foreign Tax Law or has any knowledge that any Taxing Authority has proposed any such adjustment, (ii) change in accounting methods that relate to Company, (iii) closing agreement pursuant Section 7121 of the Code or any substantially similar provision of applicable state, local or

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foreign Tax Law with respect to Company, (iv) installment sale or open transaction disposition made on or prior to the Closing Date, (v) cash method of accounting or long-term contract method of accounting utilized prior to the Closing Date, (vi) prepaid amount received on or prior to the Closing Date, or (vii) transaction not otherwise disclosed in this Section 4.5 that has the effect of deferring income or accelerating deduction or otherwise shifting the basis of taxation from a period ending before the Closing Date to after.

(h) Company has not constituted either a “distributing corporation” or a “controlled corporation” in a distribution of stock intended to qualify under Section 355(a) of the Code or in a distribution which would otherwise constitute part of a plan or series of related transactions (within the meaning of Section 355(e) of the Code) in conjunction with the transactions contemplated by this Agreement.

(i) Company has not deferred any payroll Taxes or availed itself of any Tax deferral, credits or benefits pursuant to the CARES Act or the Payroll Tax Executive Order or otherwise taken advantage of any change in applicable Law in connection with the COVID-19 pandemic that has the result of temporarily reducing (or temporarily delaying the due date of) otherwise applicable payment obligations of Company to any Taxing Authority.

(j) Company has not been a party to a transaction that is or is substantially similar to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b)(1), or any other similar transaction requiring disclosure under analogous provisions of state, local or foreign Tax Law.

(k) Company has not engaged in a trade or business, had a permanent establishment (as defined in any Tax treaty or convention) or had any other place of business or taxable presence in any country other than the United States of America.

(l) Company does not own, and has not owned, an interest, directly or indirectly, in any joint venture, partnership, limited liability company, or other entity or arrangement that is treated as a partnership for federal, state, or local income Tax purposes.

(m) None of the assets of Company are “tax-exempt use property” within the meaning of Section 168(h) of the Code, are “tax-exempt bond financed property” within the meaning of Section 168(g) of the Code, secure any debt the interest of which is tax-exempt under Section 103(a) of the Code or are subject to a “section 467 rental agreement” within the meaning of Section 467 of the Code.

(n) Company has complied with all transfer pricing rules in all material respects.

(o) Company is not the beneficiary of any Tax credits, grants or similar amounts that are or could be subject to clawback or recapture as a result of (i) the transactions contemplated by this Agreement or (ii) a failure by Company to satisfy one or more requirements on which the credit, grant or similar amount is or was conditioned.

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(p) No amount that could be received (whether in cash or property or the vesting of property) as a result of any of the transactions contemplated by this Agreement by any individual who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) with respect to Company could be characterized as an “excess parachute payment” (as such term is defined in Section 280G(b)(1) of the Code).

Section 4.6 Employee Benefit Plans.

(a) Schedule 4.6(a) sets forth a complete and accurate list, as of the Closing Date, of each material Employee Benefit Plan, and separately identifies each such material Employee Benefit Plan that is sponsored or maintained by Company. Except as set forth in Schedule 4.6(a), each Employee Benefit Plan that provides medical or health benefits is insured by a third-party insurance company. Company has made available to Purchaser with respect to each such material Employee Benefit Plan, in each case to the extent applicable, (i) all current plan documents and any related amendments; (ii) the most recent summary plan description, if any, and summaries of material modifications; (iii) the most recent annual report and actuarial report; (iv) the most recent annual report on Form 5500 required to be filed with the IRS with respect to each Employee Benefit Plan intended to qualify under Section 401 of the Code; (v) the most recent determination or opinion letter received from the IRS with respect to each Employee Benefit Plan intended to qualify under Section 401 of the Code; and (vi) all material, non-routine, written communications with a Governmental Authority during the past three (3) years.

(b) Each Employee Benefit Plan has been administered in compliance with its terms and operated in compliance with, as applicable, ERISA, the Code and all other Laws.

(c) Each Employee Benefit Plan that is intended to be “qualified” within the meaning of Section 401(a) of the Code has been determined by the IRS to be so qualified (or is otherwise entitled to rely on a favorable determination letter, opinion or advisory letter, as applicable, from the IRS with respect to such qualification), and each trust created thereunder has been determined by the IRS to be exempt from tax under the provisions of Section 501(a) of the Code.

(d) Except as provided in Schedule 4.6(d), (i) Company does not currently have nor has had within the past six (6) years any liability or obligation under Title IV of ERISA, including any obligation to contribute to or any actual or contingent liability under a “defined benefit plan” as defined in Section 3(35) of ERISA, a pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code or a “multiemployer plan” as defined in Section 3(37) of ERISA or Section 414(f) of the Code, (ii) no withdrawal liability, within the meaning of Section 4201 of ERISA, has been incurred, which withdrawal liability has not been satisfied and no event has occurred that is or reasonably can be expected to result in the incurrence by Company or any of its Affiliates of any liability with respect to the withdrawal or partial withdrawal from, or termination of such plan, (iii) no liability to the Pension Benefit Guaranty Corporation has been incurred by Company or any of its Affiliates, which liability has not been satisfied, and (iv) there has been no “reportable event”, within the meaning of Section 4043 of ERISA.

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(e) There are no Actions pending or threatened in writing against Company relating to any Employee Benefit Plan (other than routine claims for benefits).

(f) Each Employee Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code and any award thereunder, in each case that is subject to Section 409A of the Code, has been operated in compliance in all respects with Section 409A of the Code and all applicable IRS guidance promulgated thereunder.

(g) (A) No act, omission, or other event has occurred that could reasonably be expected to subject Company to an assessable payment under Section 4980H(a) or Section 4980H(b) of the Code, and (B) Company has accurately and timely complied with the information reporting requirements under Section 6055 and Section 6056 of the Code, and no act, omission, or other event has occurred that could reasonably be expected to subject Company to any liability under the Code or other applicable Laws with respect to any applicable information reporting requirements.

(h) Except as set forth in Schedule 4.6(h), the execution of this Agreement and the consummation of the transactions contemplated herein will not, by itself or in combination with any other event (regardless of whether that other event has or will occur), result in (i) any compensatory payment (whether of severance pay or otherwise) becoming due from Company to any Business Employee or current or former director, manager, officer, consultant or employee of Company, or (ii) the accelerated vesting or timing of payment or funding or increases in the amount of any compensatory benefit payable to or in respect of any such Business Employee or current or former director, manager, officer, consultant or employee of Company.

Section 4.7 FDA. No product promoted, distributed, or imported by Company and subject to the FDCA was, at the time of such promotion, distribution, or importation, misbranded or adulterated under the FDCA.

Section 4.8 Labor and Employment.

(a) Except as set forth on Schedule 4.8(a), no Collective Bargaining Agreements are being negotiated, nor is Company under any obligation to negotiate an agreement with any union, works council, employee association, or other labor organization (except as may be set forth in an existing Collective Bargaining Agreement), nor to the Knowledge of Company have there been any material organizing activities by or of any employees of Company. Except as would not reasonably be expected to have a Company Material Adverse Effect, as of the Closing Date, there are, and in the past three (3) years there have been, no: (i) pending or, to the Knowledge of Company, threatened, labor strikes, picketing, slowdowns, walkouts, grievances, charges, or other labor disputes or disruptions with respect to any employee of Company; or (ii) representation or certification proceedings or petitions seeking a representation before any Governmental Authority with respect to any employee of Company.

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(b) In the past three (3) years, Company has not taken any action which would constitute a “plant closing”, “mass layoff”, “mass termination”, “group dismissal” or “group termination” within the meaning of the U.S. Worker Adjustment and Retraining Notification Act or similar foreign, state or local Law (the “WARN Act”) or issued any notification of a plant closing or mass layoff required by the WARN Act.

(c) Except as set forth on Schedule 4.8(c), Company is, and in the past three (3) years has been, in material compliance with all applicable Laws regarding current or former employees of Company or otherwise concerning labor or employment-related practices of Company, including in respect of discrimination, harassment or retaliation in employment, pay equity, terms and conditions of employment, statutory pay rates, termination of employment, wages, hours, meal and rest breaks, classification as exempt or nonexempt, overtime pay, vacation and paid time off, leaves of absences, reasonable accommodations, occupational safety and health, trainings, employee whistle-blowing, immigration, data protection, employee privacy, employment practices and classification as exempt or non-exempt of employees, and to the Knowledge of Company, Company has not engaged in any unfair labor practice, as defined in the National Labor Relations Act or other applicable labor Laws. Company is not, nor has Company been delinquent in any payments to any current or former employee or independent contractor for any wages, salaries, commissions, bonuses, severance, termination pay or other direct compensation for any services performed for it or amounts required to be reimbursed to such Persons and is due and owing, and Company has withheld all amounts required by Law or by Contract to be withheld from the compensation to such Persons. All bonuses owed to current or former employees of Company for time periods prior to and through the Closing Date have been paid in full and no current or former employee of Company is owed or entitled to any payment for bonuses following the Closing Date. There is no workers’ compensation liability, experience or matter that shall or is reasonably likely to materially and adversely affect Company and that is not insured.

(d) Company has made available to Purchaser on Schedule 4.8(d) an accurate and complete list of current employees of Company as of the date of this Agreement, principal work location, exempt or non-exempt classification, job title, base salary or hourly rate, as applicable. The employment or engagement of the Business Employees of Company is terminable at will.

(e) Schedule 4.8(e) sets forth an accurate and complete list of the Business Contractors that Company is required to pay more than $50,000 in any fiscal year, and for each such Business Contractor lists such Business Contractor’s name, engagement date, rate of payment, principal work location (city, state), and type of services performed. To the Knowledge of Company, no Business Contractor engaged by Company has any plans to cease such engagement (whether as a result of the transactions contemplated by this Agreement or otherwise). To the Knowledge of Company, each current independent contractor engaged by Company is not entitled to be classified as an employee or a worker of Company.

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(f) Schedule 4.8(f) sets forth a correct and complete list of (i) each employment, consulting or similar agreement, written or oral, to which Company is a party excluding offer letters for at-will employment and (ii) each agreement between Company and any Business Employee or Business Contractor that relates to non-competition, non-solicitation, confidentiality or ownership of intellectual property, stay or transaction based compensation, severance pay or post-termination benefits.

(g) The consummation of the transactions contemplated by this Agreement and the other agreements contemplated hereby shall not entitle any third party (including any labor union, employee association, labor organization or similar entity) to any notice, consent, consultation or payments under any Collective Bargaining Agreement or otherwise under applicable labor Law. To the Knowledge of Company, there is no lawsuit, charge, audit, investigation, complaint or other proceeding against Company by or before the National Labor Relations Board, the Equal Employment Opportunity Commission, or other Governmental Authority or arbitration pending or, to the Knowledge of Company, threatened, and relating to labor or employment matters.

(h) There are no and in the past three (3) years have not been any, lawsuits, grievances, internal investigations or inquiries, arbitrations, administrative hearings, workers’ compensation or workplace safety and insurance claims, pay equity complaints, occupational health and safety charges, claims or investigations of wrongful (including constructive) discharge, employment discrimination, retaliation or harassment or similar misconduct, or other employment dispute of any nature that had or would reasonably be expected to have a Company Material Adverse Effect, brought, pending, or, to the Knowledge of Company, threatened by a Business Employee or a former employee of Company or Business Contractors (including claims from individuals or any Governmental Authority), other than workers’ compensation claims that are not reasonably likely to materially and adversely affect Company and that is not insured.

(i) For the past three (3) years, there have been no material (i) internal or external allegations of sexual harassment or any other type of harassment involving any directors, officers, executives or other senior management of Company, (ii) internal or external allegations of sexual harassment or other types of harassment involving Company that would or would reasonably be expected to have a Company Material Adverse Effect, or (iii) written settlement, non-disclosure, non-disparagement or other similar agreements entered into by Company in connection with any allegations of sexual or other harassment.

(j) Company has on record a Form I-9 (or equivalent form required by any other applicable jurisdiction) for each employee with respect to whom such form is required under applicable Law.

(k) Except as set forth on Schedule 4.8(k), Company is not the recipient of any outsourced or temporary labor from any third party. All such outsourcing or temporary labor contracts deems the applicable third party thereto to be the employer of such individuals for purposes of applicable Laws.

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(l) With respect to each Government Contract, Company is and has been in compliance with Executive Order No. 11246 of 1965 (E.O. 11246), as amended, Section 503 of the Rehabilitation Act of 1973 (Section 503), and the Vietnam Era Veterans’ Readjustment Assistance Act of 1974 (VEVRAA), including all implementing regulations and applicable guidance. Company maintains and complies with affirmative action plans in compliance with E.O. 11246, Section 503, and VEVRAA, including all implementing regulations. Company is not, and has not been for the past three (3) years, the subject of any audit, investigation, or enforcement action by any governmental entity in connection with any Government Contract or related compliance with E.O. 11246, Section 503, or VEVRAA. Company has not been debarred, suspended, or otherwise made ineligible from doing business with the United States government or any government contractor.

Section 4.9 Financial Statements.

(a) Company has made available to Purchaser accurate and complete copies of (i) the audited balance sheet and statement of income of the Business for the fiscal years ended September 30, 2021, September 30, 2022, and September 30, 2023 and (ii) the Latest Balance Sheet and the related statement of income for the nine (9)-month period then ended (collectively, the “Financial Statements”). Except as set forth in Schedule 4.9(a), (i) the Financial Statements were derived from the books and records of the Business and prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods covered thereby and (ii) the Financial Statements fairly present in all material respects the financial condition and results of operations of the Business as of the times and for the periods referred to therein.

(b) Company makes and keeps books, records and accounts which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets. Company maintains systems of internal accounting controls and procedures with respect to the accounting practices, procedures and policies employed thereby sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary to permit the preparation of financial statements in conformity with GAAP and to maintain accountability for assets; and (iii) access to assets is permitted only in accordance with management’s general or specific authorization.

Section 4.10 No Undisclosed Liabilities. Since the Balance Sheet Date, Company has no material liabilities (absolute, accrued, contingent, asserted or unasserted, billed or unbilled, known or unknown, or otherwise) other than liabilities that (a) are reflected or reserved against in the Latest Balance Sheet, (b) were incurred since the Balance Sheet Date in the ordinary course of business, or (c) are for Pre-Closing Taxes.

Section 4.11 Absence of Certain Changes. Since the Balance Sheet Date, there has not occurred any Company Material Adverse Effect. Since the Balance Sheet Date:

(a) Company has conducted the Business in the ordinary course of business in all material respects;

(b) Company has used commercially reasonable efforts to preserve and maintain its relationships with licensors, contractors, suppliers, dealers, customers, employees, Governmental Authorities and others having material business relationships with Company;

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(c) Except as set forth on Schedule 4.11, none of the following have occurred:

(i) issued, delivered, sold, disposed of, pledged or otherwise encumbered, or authorized or proposed the issuance, sale, disposition, pledge or other encumbrance of any additional shares of capital stock of any class or other equity interests, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of capital stock or other equity interests (including stock appreciation rights, phantom stock or equity-linked securities), or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of capital stock or other equity interests, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of capital stock or other equity interests of Company;

(ii) split, combined, subdivided or reclassified any shares of capital stock or other equity interests of Company or declared, set aside for payment or paid any dividend or distribution with respect to any shares of capital stock or other equity interests of Company or otherwise made any payments to stockholders or holders of other equity interests in each case in their capacity as such;

(iii) adopted a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of Company or altered through merger, liquidation, reorganization or restructuring the corporate structure of Company;

(iv) amended the Organizational Documents of Company;

(v) other than (1) in the ordinary course of business and consistent with past practice, (2) as required by any Employee Benefit Plan as disclosed in Schedule 4.6(a) or (3) as required by applicable Law, (A) increased any compensation or benefits of any service provider of Company, (B) granted any cash or equity incentive compensation to any such service provider, other than in accordance with the terms of an Employee Benefit Plan as disclosed in Schedule 4.6(a), if applicable, on actual performance, (C) entered into or adopted any new Employee Benefit Plan or amended in any material respect or terminated any existing Employee Benefit Plan, (D) accelerated the vesting of any compensation or benefits, (E) provided any funding for any rabbi trust or similar arrangement, or taken any other action to fund or secure the payment of any compensation or benefit, or (F) amended the funding obligation or contribution rate of any Employee Benefit Plan or changed any underlying assumptions to calculate benefits payable under any Employee Benefit Plan, except as may be required by GAAP;

(vi) made any material change in financial accounting methods, principles or practices, except as required by a change in GAAP or applicable Law;

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(vii) directly or indirectly acquired or agreed to acquire in any transaction any equity interest in, or any material assets or business of, any firm, corporation, partnership, company, limited liability company, trust, joint venture, association or other entity or division thereof;

(viii) (A) other than purchases and sales of products, inventory and supplies in the ordinary course of business, consistent with past practice, acquired or agreed to acquire, sell, lease (as lessor), license, or otherwise dispose of any tangible properties or assets in excess of $50,000 in the aggregate; or (B) sold, leased, mortgaged, sold and leased back or otherwise disposed of any real properties or any interests therein other than in the ordinary course of business, consistent with past practice;

(ix) (A) rescinded or changed any entity classification or other material Tax election or settled or compromised any material Tax liability; (B) changed its taxable year; or (C) changed any material method of accounting for Tax purposes; (D) filed any Tax Return in a manner inconsistent with past practice in a material respect or filed any amended Tax Return, (E) failed to pay any Taxes when due, (F) consented to an extension or waiver of the limitations period applicable to any material Tax or Tax Return or (G) made a voluntary Tax disclosure or Tax amnesty or similar filing, except, in each case, as required by applicable Law;

(x) except in the ordinary course of business, consistent with past practice, granted to or acquired from any Person, or disposed of, abandoned, transferred, failed to maintain, or permitted to lapse, any rights to any material Intellectual Property;

(xi) incurred any Indebtedness for borrowed money, except for Indebtedness that shall be paid off at Closing in accordance with the Pay-Off Letters;

(xii) amended, canceled or terminated any existing Company Real Property Lease, except for renewals in the ordinary course of business;

(xiii) settled, compromised, discharged or agreed to settle any litigation, investigation, arbitration or proceeding other than those that do not involve the payment by Company of monetary damages in excess of $50,000 in any individual instance, or $100,000 in the aggregate, plus applicable reserves and any applicable insurance coverage;

(xiv) entered into, modified or amended in any material respect, terminated or waived any material right under any Company Contract;

(xv) terminated or permitted the lapse of any material Insurance Policies (in each case unless replaced with a comparable Insurance Policy);

(xvi) mortgaged, pledged or subjected to any Lien any portion of its properties or assets, other than Permitted Liens;

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(xvii) made, committed to make or authorized any capital expenditure in excess of $100,000 in the aggregate in the ordinary course of business;

(xviii) made loans, advances or capital contributions to, guarantees for the benefit of, or any investments in, any Person;

(xix) forgiven or waived, in whole or in part, any loans to directors, officers, employees or any of their respective Affiliates;

(xx) submitted any additional voluntary disclosure agreements or had any substantive discussions with any states with respect to any previously submitted voluntary disclosure agreements; or

(xxi) committed, resolved, agreed to take or authorized any of the foregoing actions.

Section 4.12 Real Property.

(a) The Company does not own any real property.

(b) Schedule 4.12(b) sets forth a complete and accurate list of all real property leased or subleased, and the location of such premises by Company or an Affiliate of Company for the benefit of Company (in whole or in part) as of the Closing Date (the “Company Real Property”). Company has made available to Purchaser a copy of all Company Real Property Leases under which Company or any Affiliate leases, subleases, uses or otherwise occupies any Company Real Property, and all such copies are accurate and complete in all material respects.

(c) All Company Real Property and all such assets owned by the tenant under the Company Real Property are free and clear of all Liens, except for Permitted Liens.

(d) The Company Real Property constitutes all real property used, or held for use in connection with the current operation of the Business. No third party has been granted any rights to use, license, occupy, or lease by the Company for or purchase any Company Real Property. To the Knowledge of Company, no casualty event has occurred with respect to any Company Real Property that has not been fully remedied. To the Knowledge of Company, there are no pending, nor threatened in writing, condemnation, expropriation, eminent domain or similar proceedings with respect to the Company Real Property.

(e) To the Knowledge of Company, all material certificates of occupancy and other permits or approvals required to be held by Company with respect to the use and occupancy of the Company Real Property have been obtained and are in full force and effect.

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(f) Except as set forth on Schedule 4.12(f), to the Knowledge of Company, each Seller has no knowledge of, and has not received written notice from, any Governmental Authority or other third party regarding any material violation, with respect to the Company Real Property, of any applicable Laws, including (i) any applicable federal, state, county, municipal or local laws, ordinances, regulations, statutes, laws, regulations, rules, ordinances or codes relating to the protection of human health, safety and the Environment or relating to the operation of the Business, (ii) building codes and any other Laws relating to the use, construction or design of the Company Real Property, (iii) all easements, covenants, conditions and restrictions and (iv) all applicable zoning laws and ordinances.

(g) To the Knowledge of Company, the buildings, structures or premises within the Company Real Property (i) are in good operating condition and repair (ordinary wear and tear excepted) and (ii) do not require any material maintenance, repairs or renovations to continue to operate the Business immediately following the Closing in the ordinary course of business as currently operated.

(h) (i) To the Knowledge of Company, each Company Real Property Lease is in good standing, (ii) to the Knowledge of Company, each Company Real Property Lease is in full force and effect, (iii) there are no events of default documented by written notice to either party under any Company Real Property Lease, and (iv) to the Knowledge of Company, there are no facts, circumstances or conditions that would give rise to a default with the passage of time and/or giving of notice under any Company Real Property Lease.

Section 4.13 Environmental Matters. Except as set forth on Schedule 4.13,

(a) Company is and during the past three (3) years has been, in compliance with all applicable Environmental Laws in all material respects (which compliance includes the possession by Company of all Permits required under applicable Environmental Laws, and compliance with the terms and conditions thereof, and with any regulatory reporting requirements).

(b) There are no Actions or written demands pending or, to the Knowledge of Company, threatened, against Company alleging a violation of, or liability arising under, any Environmental Law. Company is not subject to any Orders arising under or pursuant to Environmental Laws, except for such Actions or Orders that would not reasonably be expected to be materially adverse, individually or in the aggregate, to Company or the Business.

(c) There has been no Release of Hazardous Materials by Company or, to the Knowledge of Company, any third party at, on, under or from the Company Real Property or, to the Knowledge of Company, with respect to any third-party waste disposal sites or any other real property currently or formerly owned, operated or leased by Company, in each case, in amounts or concentrations that reasonably would be expected to result in a material liability or remedial obligation of Company under Environmental Laws.

(d) Company is not subject to any obligation to indemnify any third party with respect to violations of, or liabilities arising under, any Environmental Laws, other than indemnification provisions of any standard commercial waste handling contracts.

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(e) Company has provided to Purchaser all material environmental assessment (including Phase I and Phase II) reports, and all other material documentation relating to the environmental conditions of any Company Real Property or relating to any material or potential violation of, or liability arising under, any Environmental Laws, in each case (i) relating to the Business and operations of Company or to the Company Real Property and (ii) otherwise in the possession of Company.

Section 4.14 Intellectual Property.

(a) Schedule 4.14(a) sets forth an accurate and complete list of all: (i) registrations, issuances and applications for Intellectual Property, in each case, owned or purported to be owned as of the Closing Date by (i) Company or (ii) any Seller, directly or indirectly other than through Company, and used, needed or held for use by or in the Business (collectively, the “Registered Intellectual Property”) setting forth as to each item, as applicable, the title, record (and, if different, beneficial) owner, application or registration or issue number, date of application or registration, and jurisdiction in which such item is registered or applied for; and (ii) material unregistered Intellectual Property, consisting of trademarks, trade names, brand names, logos, domain names and social media accounts. The Registered Intellectual Property is valid, subsisting and, to the Knowledge of Company, enforceable. All fees and filings due prior to the Closing Date with respect to any Registered Intellectual Property have been timely submitted to the relevant Governmental Authority as required to maintain such Registered Intellectual Property in full force and effect.

(b) Company exclusively owns, free and clear of all Liens (other than Permitted Liens), all Company Intellectual Property and has sufficient rights to use, and will after Closing continue to have such rights to use, all other Intellectual Property used in the Business. To the Knowledge of Company, no former or current officers, directors, employees, personnel, consultants, advisors, agents and independent contractors employed or engaged by Company in connection with the Business has any right, title, interest in, or the right to receive any royalties with respect to, any Company Intellectual Property.

(c) The conduct of the Business, including the manufacture, use, sale, offer for sale, or importation of any product, use of any process, or provision of any service of the Business, does not infringe upon, misappropriate or otherwise violate, and has not in the past six (6) years infringed, misappropriated or otherwise violated, any Intellectual Property of any third Person. Except as set forth on Schedule 4.14(c), in the past six (6) years, Company has not received any written notice from any third Person alleging, and, to the Knowledge of Company, there are no pending claims asserting, (i) the infringement, misappropriation or other violation of any Intellectual Property by Company, including any invitation to license, or to consider the applicability of, any Intellectual Property of any Person to the products or services of the Business or (ii) a challenge to the validity, enforceability, ownership, registration, use, or scope of any Registered Intellectual Property.

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(d) Except as set forth on Schedule 4.14, as of the Closing Date, to the Knowledge of Company, no third Person is infringing, misappropriating or otherwise violating any Company Intellectual Property.

(e) Company: (i) has taken commercially reasonable measures to protect and maintain the confidentiality of all (A) material proprietary information that Company owns or holds as a trade secret, and (B) other material confidential information owned or held by Company, and (ii) has not made any trade secret (or other material confidential or proprietary information intended as such) available to any other Person except pursuant to binding written agreements requiring such Person to maintain the confidentiality of such information. To the Knowledge of Company, there has been no unauthorized access, use, or disclosure of any trade secret or material confidential information owned or held by Company that is used, needed, or held for use by or in the Business. Company has entered into written agreements with each current and former employee and independent contractor who was involved in the invention, creation, or development of any material Intellectual Property during the course of employment or engagement with Company pursuant to which such employee or independent contractor grants to Company a present, irrevocable assignment of any ownership interest such employee or independent contractor may have in or to such Intellectual Property or Company owns such Intellectual Property by operation of applicable Laws.

(f) The Systems operate and perform in all material respects in accordance with their documentation and functional specifications. Company has in place commercially reasonable measures, consistent with current industry standards, designed to protect the confidentiality, integrity, and availability of the Systems (and all information and transactions stored or contained therein) against any unauthorized use, access, modification, or corruption. Company has implemented commercially reasonable data backup and recovery arrangements. During the last three (3) years, to the Knowledge of Company, there have been no material Security Incident affecting the Systems.

(g) Schedule 4.14(g) sets forth an accurate and complete list and an accurate description of all software constituting Company Intellectual Property (the “Company Proprietary Software”). For each item of Company Proprietary Software, Company has in its possession the source code, and documentation as reasonably necessary to enable competently skilled programmers and engineers familiar with the programming language to use, update and enhance such Company Proprietary Software by using the existing source code and documentation without undue effort.

(h) During the last three years, Company is and has been in compliance with all applicable Laws relating to Intellectual Property.

(i) The Company Intellectual Property, immediately after the Closing, will constitute all of the Intellectual Property required to operate the Business in all material respects in substantially the manner conducted on the Closing Date by Sellers and their Affiliates (including Company).

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Section 4.15 Compliance with Laws and Orders. Except as set forth on Schedule 4.15, (a) Company is, and since January 1, 2020 has been, in compliance in all material respects with all applicable Laws and Orders, and (b) since January 1, 2020, Company has not received any written notification from any Governmental Authority that asserts that Company is not in material compliance with any such Law or Order.

Section 4.16 Data Privacy(a) . Except as set forth on Schedule 4.16,

(a) Company is in compliance with applicable Data Privacy Requirements and has maintained commercially reasonable physical, technical and administrative security controls, to the extent required by such Data Privacy Requirements.

(b) In the past three (3) years, Company has not experienced any Breaches (as defined under HIPAA) or Security Incidents.

(c) In the past three (3) years, Company has not received written notice of any claim asserted against it in connection with any Security Incident or violations of Data Privacy Requirements.

(d) Where required by Data Privacy Requirements, Company has contractually obligated all third-party service providers that process Personal Information on behalf of Company to contractual terms relating to the protection and use of Personal Information and Systems.

(e) The execution of this Agreement, the Transaction Documents, or the transactions contemplated hereby or thereby, and the consummation of the transaction by Company, will not violate any Data Privacy Requirements.

Section 4.17 Permits. Company has all approvals, registrations, authorizations, consents, licenses, permits or certificates of Governmental Authorities that are required for the operation of the Business (“Permits”). Company has provided to Purchaser copies of the Permits, and all Permits are in effect. Neither Company nor the Business is, or since January 1, 2020 has been, in default or violation (and, to the Knowledge of Company, no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any Permit, no revocation of or any proceeding related to Permits has occurred, and neither Company nor any of its Affiliates has received any notifications relating to any revocation or other proceeding related to Permits.

Section 4.18 Anti-Corruption and Trade Controls Compliance.

(a) Since April 24, 2019:

(i) Neither Company nor any of its directors, officers, employees or, to the Knowledge of Company, agents or other Persons acting on behalf of Company have taken any action, directly or indirectly, in violation of the United States Foreign Corrupt Practices Act, any other applicable anti-corruption Law, or applicable Trade Controls or Sanctions.

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(ii) Company has instituted and maintained policies and procedures designed to ensure compliance with the United States Foreign Corrupt Practices Act, any other applicable anti-corruption Law, or applicable Trade Controls and Sanctions.

(iii) There have been no internal investigations, audits or internal reports, or to the Knowledge of Company, third-party investigations (including by any domestic or foreign Governmental Authority), external audits, or external reports, that address any allegations or information concerning possible violations of the United States Foreign Corrupt Practices Act, any other applicable anti-corruption law, or applicable Trade Controls or Sanctions, in each case related to Company or any of its respective directors, officers, agents, employees or other Persons acting on behalf of Company.

(iv) There is no pending or, to the Knowledge of Company, threatened investigation, inquiry or enforcement proceeding by any Governmental Authority relating to possible violations of the United States Foreign Corrupt Practices Act, any other applicable anti-corruption law, or applicable Trade Controls or Sanctions, in each case related to Company or any of its directors, officers, agents, employees or other Persons acting on behalf of Company.

(v) Neither Company, nor any of its shareholders, directors, officers, employees or, to the Knowledge of Company, agents, has: (i) been the subject or target of Sanctions, (ii) been subject to debarment or any list-based designations under any Trade Controls, or (iii) maintained any offices, branches, operations, assets, investments, employees or agents in a Sanctioned Country.

Section 4.19 Products Liability. In the past three (3) years, Company has not received a written claim or, to the Knowledge of Company, a threatened claim asserting a material product liability claim for any of Company’s products. In the past three (3) years, no Governmental Authority has commenced or, to the Knowledge of Company, threatened to initiate any Action against Company or requested the recall of any of Company’s products, or commenced or, to the Knowledge of Company, threatened to initiate any Action to enjoin the production of any of Company’s products. Company’s products have complied in all material respects with applicable Laws.

Section 4.20 Litigation. There is no, and since January 1, 2020 there has not been any, Action pending or, to the Knowledge of Company, threatened in writing by or against Company, or otherwise relating to the Business, in each case, by or before any Governmental Authority that, if adversely decided, would reasonably be expected to be material to the Business or prevent or materially impede or delay the consummation of the transactions contemplated by this Agreement. Neither Company nor any of its Affiliates is, or since January 1, 2020 has been, subject to any ongoing or outstanding obligations in connection with any settlement of, or judgment or award related to, any Action or any judgment, order or decree of any Governmental Authority, in each case, that would reasonably be expected to impose any material restriction or materially burdensome requirement on Company or the Business.

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Section 4.21 Company Contracts.

(a) Schedule 4.21(a) sets forth a complete and accurate list of the following Contracts, other than (1) any Contracts that constitute an Employee Benefit Plan and are disclosed in Schedule 4.6(a), to which Company or by which it or any asset of the Business is bound as of the Closing Date, (2) any purchase orders for the sale of goods by Company in the ordinary course of business, and/or (3) any Contract that can be terminated by Company without cause upon sixty days’ written notice (all Contracts required to be so listed, the “Company Contracts”):

(i) any Contract with a Material Customer;

(ii) any Contract with a third Person for the purchase or lease of goods or services requiring future aggregate payments to Company of $50,000 or more in any fiscal year;

(iii) any Contract with a Manufacturer;

(iv) any Contract for capital expenditures or the acquisition or construction of fixed assets requiring future aggregate payments by Company of $50,000 or more in any fiscal year;

(v) any loan or credit agreement, Contract, note, debenture, bond, indenture, mortgage, security agreement, pledge or other similar agreement under which any Indebtedness of Company is outstanding or may be incurred or which grants a Lien (other than a Permitted Lien) on any material asset of Company;

(vi) any Contract providing for guarantees or assumptions by Company of obligations of any third Person or reimbursements by Company of any issuer of a letter of credit which is, in the aggregate, in excess of $25,000;

(vii) any Contract granting a right of first refusal, right of first offer or similar preferential right to purchase or acquire Company or any of Company’s assets;

(viii) any material license agreement or other material Contract, the principal purpose of which is the granting of rights to Intellectual Property to Company, other than with respect to Incidental Licenses;

(ix) any license agreement or other material Contract, the principal purpose of which is the granting of rights to Company Intellectual Property to a Person other than Incidental Licenses;

(x) any Contract containing a covenant that (A) restricts or purports to restrict Company from competing in any line of business or geographic area or with any third Person, (B) restricts or purports to restrict Company from soliciting any line of business, customer, employee or other third Person, (C) grants a Person any most favored nation rights, or (D) contains take-or-pay or requirements provisions (other than those in favor of Company);

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(xi) any Contract with any Governmental Authority;

(xii) any Contract with any university, college, educational institution or research center;

(xiii) any Contract between Sellers or their Affiliates, on the one hand, and Company, on the other hand;

(xiv) any Company Real Property Lease, and all other leases involving any assets of Company (whether real, personal or mixed, tangible or intangible) involving a contractually obligated payment by Company;

(xv) any Contract creating or relating to any strategic alliance, partnership, joint venture, joint development agreement or similar arrangement (involving future payments, distributions or capital commitments);

(xvi) any Contract relating to the acquisition or sale by, or business combination with, Company of any business, capital stock, assets or property (including Intellectual Property) of any other Person (whether by merger, sale of stock, sale of assets, business combination or otherwise);

(xvii) any Collective Bargaining Agreement;

(xviii) any Contract with a group purchasing organization, buying group or cooperative purchasing venture;

(xix) any hedge, collar, option, forward purchasing, swap, derivative or similar Contract; or

(xx) any Contract relating to a resolution or settlement of any actual or threatened suit, litigation, arbitration, claim, action or proceeding against or involving Company, in each case which calls for payments to, by, or on behalf of Company in excess of $25,000 in the aggregate that have not been discharged or paid in full.

(b) Company has made available to Purchaser a copy of each Company Contract and such copy is complete and accurate in all material respects. Except as would not reasonably be expected to be materially adverse to Company or the Business, each of the Company Contracts is in full force and effect and, assuming the due execution by the other parties thereto, is a legal, valid and binding agreement of Company or the Business, subject only to the General Enforceability Exceptions, and there is no default or breach by Company or, to the Knowledge of Company, any other party thereto (and neither Company nor any of its Affiliates have received any written notice of any such default or breach), in the timely performance of any obligation to be performed or paid thereunder or any other material provision thereof.

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Section 4.22 Customers and Manufacturers. (a) Schedule 4.22(a) sets forth a list of the twenty (20) largest customers (“Material Customers”) of the Business, in each case, measured by revenue generated for the fiscal years ended (i) September 30, 2024, and (ii) September 30, 2023; (b) Schedule 4.22(b) sets forth a list of the ten (10) largest manufacturers (“Manufacturers”) of equipment in the Business, measured by amounts paid by Company for the fiscal years ended (i) September 30, 2024, and (ii) September 30, 2023; (c)(i) none of the Material Customers or Manufacturers have notified Company in writing of their intention to not continue to be a Material Customer or Manufacturer, as applicable, of the Business; (ii) none of the Material Customers or Manufacturers have materially reduced their business with the Business from the levels achieved during the fiscal year ended September 30, 2024, and, to the Knowledge of Company, no such reduction is expected to occur; (iii) since September 30, 2024, no Material Customer or Manufacturer has terminated its relationship with the Business or has threatened to do so; and (iv) there have been no material changes to the pricing and payment practices, terms and policies applicable to any Material Customer or Manufacturer since September 30, 2024, nor has any such change been proposed by the Business or, to the Knowledge of Company, any Material Customer or Manufacturer; and (d) the Business is not involved in any claim, dispute or controversy with any Material Customer or Manufacturer.

Section 4.23 Transactions with Affiliates.

(a) No employee, officer or director of Company or any of its Affiliates (i) is party to any Contract or other business arrangement (other than employment, retention or similar agreements and other Employee Benefit Plans) with Company or the Business, or (ii) owns or has the right to use any material property or right, tangible or intangible, which is used by Company or the Business.

(b) There are no agreements, arrangements or understandings between any Seller or any Seller’s Affiliates, on the one hand, and Company, on the other hand, (“Affiliate Transactions”).

Section 4.24 Title and Sufficiency of Assets. Except as set forth on Schedule 4.24, Company has good and valid title to, or a valid right to use, all assets, properties, rights, Contracts and personnel primarily utilized in the Business by Company and any of its Affiliates, free and clear of any Liens (other than Permitted Liens) and such assets constitute all assets, properties, rights, Contracts and personnel that are reasonably required and sufficient to operate the Business in the same manner in which and to the same extent to which the Business has been conducted in the twelve-month period immediately prior to the Closing Date. Except as set forth on Schedule 4.24, all material equipment, facilities, buildings, structures, improvements and other appurtenances on or under Company Real Property, are in good working order (normal wear and tear excepted), do not require any immediate capital repairs or expenditures and have been operated and maintained in accordance with practices generally engaged in or approved by a significant portion of the participants in the industries in which the Business operates.

Section 4.25 Bank Accounts. Schedule 4.25 sets forth (i) a complete and accurate list of the names and locations of the banks, trust companies and other financial institutions at which Company maintains accounts of any nature or safe deposit boxes, (ii) the account numbers or other identifying descriptions of such accounts or safe deposit boxes, and (iii) the Persons authorized to draw thereon or who have access thereto.

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Section 4.26 Insurance. Schedule 4.26(a) sets forth an accurate and complete list of each Insurance Policy. To the extent applicable to, or as would have an impact on, Company, neither Company nor any of its Affiliates (i) has received any written notice of pending cancellation or termination of, material premium increase with respect to, or material alteration of coverage under, any of such Insurance Policies or (ii) is in material breach or material default (including any such breach or default with respect to the payment of premiums or the giving of notice of claims), and, to the Knowledge of Company, no event has occurred which, with notice or the lapse of time or both, would constitute such a material breach or material default, or permit termination or modification, under any such policy. All Insurance Policies are in full force and effect and valid and binding in accordance with their terms. All premiums with respect to such policies covering all periods up to and including the Closing Date have been paid or will be paid in the ordinary course of business (other than retroactive premiums which may be payable with respect to comprehensive general liability and workers’ compensation insurance policies). Except as set forth on Schedule 4.26(b), neither the execution, delivery or performance of this Agreement by Company, or the other agreements and documents contemplated hereby to be executed and delivered by Company, nor the consummation by Company of the transactions contemplated hereby or thereby, shall constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation or imposition of a Lien upon any property or assets of Company pursuant to, any Insurance Policy.

Section 4.27 Accounts Receivables and Capital Expenditure.

(a) All accounts receivable of Company that are reflected in the calculation of Adjusted Net Working Capital represent, or will represent at the Closing, valid obligations arising from sales actually made and/or services actually performed by Company in the ordinary course of business. The reserves shown on the Financial Statements are calculated in accordance with GAAP and consistent with the past practice of Company and, to the Knowledge of Company, such reserves at the Closing are adequate. Other than returns in the ordinary course of business, Company has not pre-billed any customers nor received notice of, and to the Knowledge of Company, there is no contest, claim or right of set-off, other than returns in the ordinary course of business, in any Contract with any maker of an account receivable relating to the amount or validity of such account receivable.

(b) Amounts identified as paid on Schedule 4.27(b) are not treated as Current Assets.

Section 4.28 Inventory. The inventory of Company is stated at the lower of cost or net realizable value using the first-in-first out (FIFO) principle using a standard costing method. All inventory of Company consists of items of usable quality and, with respect to finished goods, saleable, in the ordinary course of business, except for slow-moving or obsolete items and items of below-standard quality, and items with excessive quantities, all of which have been written off or written down to net realizable value in the Financial Statements, using methods consistent with

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the historical practices of Company. The quantities of inventory of Company are sufficient for the operations of the Business in the ordinary course of business. Company is not in possession of any inventory included in the calculation of Adjusted Net Working Capital that is not owned by Company. The historical values of inventory of Company have been determined in accordance with the customary valuation policies of Company and in accordance with GAAP, as consistently applied by Company. Company has continued to replenish its inventory and to dispose of slow-moving and obsolete items of inventory in the ordinary course of business, consistent with the historical practices of Company.

Section 4.29 No Other Representations or Warranties. EXCEPT AS EXPRESSLY SET FORTH IN ARTICLE III AND THIS ARTICLE IV, NEITHER SELLERS AND COMPANY NOR ANY OF THEIR AFFILIATES, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, EQUITYHOLDERS, AGENTS OR REPRESENTATIVES, NOR ANY OTHER PERSON, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO COMPANY OR THE BUSINESS OR ANY OF COMPANY’S AFFILIATES OR ANY OF ITS ASSETS, LIABILITIES OR OPERATIONS, INCLUDING WITH RESPECT TO MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, AND, IN ANY EVENT, ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES MAY NOT BE RELIED UPON BY PURCHASER OR ANY OF ITS AFFILIATES AND ITS OR THEIR REPRESENTATIVES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 4.29 OR ELSEWHERE IN THIS AGREEMENT SHALL LIMIT, IMPAIR RESTRICT OR PROHIBIT ANY CLAIMS BASED ON FRAUD.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser represents and warrants to Sellers as follows:

Section 5.1 Organization and Good Standing. Purchaser is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware.

Section 5.2 Authorization; Enforceability. Purchaser has all requisite corporate power and authority to execute, deliver, and perform its obligations under this Agreement and all agreements and documents contemplated hereby to be executed and delivered by it, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Purchaser of this Agreement and such other agreements and documents contemplated hereby to be executed and delivered by Purchaser, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part of Purchaser. This Agreement has been, and all agreements and documents contemplated hereby to be executed and delivered by Purchaser shall be, duly and validly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, shall, upon such execution and delivery hereof and thereof, be the legal, valid and binding obligations of Purchaser hereunder and thereunder, as applicable, enforceable against Purchaser in accordance with its terms.

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Section 5.3 No Conflicts; Consents and Approvals.

(a) Neither the execution, delivery or performance of this Agreement by Purchaser, or the other agreements and documents contemplated hereby to be executed and delivered by Purchaser, nor the consummation by Purchaser of the transactions contemplated hereby or thereby, shall: (i) conflict with or result in a breach of any provisions of its Organizational Documents; (ii) constitute or result in the breach of any term, condition or provision of, or constitute a default under, or give rise to any right of termination, cancellation or acceleration with respect to, or result in the creation or imposition of a Lien upon any property or assets of Purchaser pursuant to, any Contract to which Purchaser is a party, that would in any such event, have a Purchaser Material Adverse Effect; or (iii) violate any applicable Law or Order applicable to Purchaser or any of its properties or assets.

(b) Assuming the truth and accuracy of the representations and warranties of Sellers set forth in Section 3.2(b), the execution, delivery and performance by Purchaser of this Agreement, and the execution, delivery and performance by Purchaser of the other agreements contemplated hereby to which it is a party and the consummation by Purchaser of the transactions contemplated hereby and thereby does not and shall not require any consent, approval, authorization or permit of, action by, filing with or notification to, any Person, except for (a) the actions or non-actions, waivers, consents, approvals, authorizations, registrations and filings listed on Schedule 5.3 and (b) those consents, approvals, authorizations or permits of, actions by, filings with or notifications to, any Person, the failure of which to be made or obtained would not reasonably be expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect.

Section 5.4 Litigation.

(a) There is no Action against Purchaser or any of its Affiliates pending by or before any Governmental Authority that would have a Purchaser Material Adverse Effect.

(b) There is no Order binding on Purchaser or any of its Affiliates that would have a Purchaser Material Adverse Effect.

Section 5.5 Brokers. Except with respect to Carl Marks Advisory Group LLC, the fees of which shall be paid wholly by Purchaser or its Affiliates, Purchaser has not incurred any obligation or liability, contingent or otherwise, in connection with this Agreement that would result in the obligation of Purchaser to pay any finder’s fees, brokerage or agent’s commissions or other like payments in connection with the negotiations leading to this Agreement or the consummation of the transactions contemplated hereby.

Section 5.6 Purchase for Investment. Purchaser is purchasing the Securities for investment for its own account and not with a view to, or for sale in connection with, any distribution thereof. Purchaser (either alone or together with its advisors) has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and

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risks of its investment in the Securities, and is capable of bearing the economic risks of such investment. Purchaser acknowledges that the Securities have not been registered under the Securities Act or any state securities Laws, and agrees that the Securities may not be sold, transferred, offered for sale, pledged, hypothecated or otherwise disposed of without registration under the Securities Act, except pursuant to an exemption from such registration available under the Securities Act, and without compliance with foreign securities Laws, in each case, to the extent applicable.

Section 5.7 Independent Investigation. In connection with Purchaser’s investment decision to proceed with the transactions contemplated by this Agreement, Purchaser and its Representatives have conducted an independent review, investigation and analysis (financial and otherwise) of the business, operations, technology, assets, liabilities, results of operations, financial condition and prospects of Company as desired by, and to the satisfaction of, Purchaser. Purchaser acknowledges and agrees that Company has provided Purchaser with access to the personnel, properties and books and records of Company for this purpose. Purchaser acknowledges and agrees that its purchase of the Securities and the consummation of the transactions contemplated hereby are done entirely on the basis of Purchaser’s own investigation, analysis, judgment and assessment of the present and potential value and earning power of Company.

Section 5.8 No Other Representations or Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE V, NEITHER PURCHASER NOR ANY OF ITS AFFILIATES, NOR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, EQUITYHOLDERS, AGENTS OR REPRESENTATIVES, MAKES OR SHALL BE DEEMED TO MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, AT LAW OR IN EQUITY, WITH RESPECT TO PURCHASER OR ANY OF ITS AFFILIATES, OR OTHERWISE IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED, AND, IN ANY EVENT, ANY SUCH OTHER REPRESENTATIONS OR WARRANTIES MAY NOT BE RELIED UPON BY SELLERS OR ANY OF THEIR AFFILIATES OR REPRESENTATIVES.

ARTICLE VI

COVENANTS

Section 6.1 Public Announcements. Neither Purchaser nor Company or any Seller shall make, or permit any of their respective Affiliates or Representatives to make, any public announcement in respect of this Agreement, the other agreements and documents contemplated hereby or the transactions contemplated hereby or thereby without the prior written consent of the other party (which consent shall not be unreasonably withheld), except as may be required (a) to obtain consents and approvals, and to provide such notices and make such filings, necessary, proper or reasonably advisable to consummate the transactions contemplated by this Agreement, (b) by Law or Contract applicable to Purchaser or Seller or any of their respective Affiliates, including reporting required of Purchaser under the Exchange Act or pursuant to the listing rules of The Nasdaq Stock Market LLC, or (c) in the case of Company, pursuant to internal announcements to employees; provided, in the case of clauses (a) and (c), that any such disclosure is generally consistent with the parties’ prior public disclosures regarding the transactions contemplated hereby, and, to the extent practicable, is made after such prior notice to, and consultation with, the other party, as may be reasonable under the circumstances. Notwithstanding the foregoing, nothing herein shall limit the parties from disclosing this Agreement to its legal counsel or financial or tax advisors.

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Section 6.2 Further Assurances.

(a) Each of Purchaser, Sellers’ Representative, Seller and Company shall, and shall cause its Affiliates and its and their Representatives to, use its reasonable best efforts from time to time to execute and deliver at the reasonable request of the other party such additional documents and instruments, and to take, or refrain from taking, such other actions, as may be reasonably required to give effect to this Agreement and the transactions contemplated hereby.

(b) Without limiting the generality of Section 6.3(a) (i) if (A) Sellers or any of their Affiliates receives any funds, mail, courier package, facsimile transmission, purchase order, invoice, service request or other document intended for or otherwise the property of Company, or (B) Purchaser or Company receives any funds, mail, courier package, facsimile transmission, purchase order, invoice, service request or other document primarily relating to a Seller or any of its Affiliates (other than Company), the receiving party shall promptly (1) notify and (2) forward the pro rata portion of such funds or such documents to, the other party; and (ii) to the extent that Purchaser or any Seller discovers following Closing that any material asset primarily related to the Business was not transferred at Closing as a result of the purchase of the Securities by Purchaser, Sellers shall or shall cause their Affiliates promptly to assign and transfer to Purchaser or its designated Affiliate all right, title and interest in such asset and any liability associated therewith.

Section 6.3 Tax Matters.

(a) Tax Returns. Company shall prepare or cause to be prepared, and timely file or cause to be timely filed, all income Tax Returns required to be filed, if any, by or with respect to Company for all Pre-Closing Tax Periods. Each such Tax Return shall be prepared on a basis with past practice except as otherwise required pursuant to this Agreement or applicable Law. Company shall submit such Tax Returns to Sellers’ Representative (together with any schedules, statements and, to the extent requested by Sellers’ Representative, supporting documentation) at least twenty (20) Business Days before the due date on which such Tax Return is required to be filed (taking into account applicable extensions) for the Sellers’ Representative’s review and reasonable comment. Sellers’ Representative shall provide any reasonable comments in respect of such Tax Returns no later than ten (10) Business Days prior to the due date (including extensions) of such Tax Returns, which comments Purchaser will consider in good faith. Any dispute regarding any Tax Return prepared by Company pursuant to this Section 6.3(a) that has not been settled by Company and Sellers’ Representative five (5) days prior to the applicable due date of such Tax Return shall be submitted to the Accounting Firm to be settled in accordance with the procedures of Section 2.6; provided that (i) Company shall not be prevented from timely filing any such Tax Return and (ii) the Accounting Firm’s review of any such Tax Return shall be limited to any unresolved disputed items raised by Sellers’ Representative pursuant to this Section 6.3(a). Sellers’ Representative shall pay the Taxes due on such Tax Returns to the extent such amounts are not included as Closing Date Indebtedness.

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(b) Straddle Period. After the Closing, Company shall prepare or cause to be prepared and file or cause to be filed any and all Tax Returns for Company for any Straddle Period. Each such Tax Return shall be prepared on a basis consistent with past practice except as otherwise required pursuant to this Agreement, applicable Law or changes in fact. Company shall deliver a copy of each such Tax Return to Sellers’ Representative at least ten (10) Business Days before the due date on which such Tax Return is required to be filed (taking into account applicable extensions) for the Sellers’ Representative’s review and reasonable comment. Sellers’ Representative shall provide any reasonable comments in respect of such Tax Returns no later than five (5) Business Days prior to the due date (including extensions) of such Tax Returns, which comments Purchaser will consider in good faith. For purposes of this Agreement, in the case of any Straddle Period, Taxes of Company allocable to the Pre-Closing Tax Period shall (i) in the case of any Taxes imposed on a periodic basis, such as real estate Tax, personal property and intangible property Taxes or other similar ad valorem obligations, be deemed to be the amount of such Tax for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of the Straddle Period ending on and including the Closing Date and the denominator of which is the number of days in the entire Straddle Period and (ii) in the case of any Taxes based upon or related to income, gains, payments or receipts (including sales and use Taxes), or employment or payroll Taxes, be deemed equal to the amount which would be payable if the relevant Straddle Period ended on and included the Closing Date. Items of income, gain, deduction, loss or credit of Company for the Straddle Period shall be allocated to the Pre-Closing Tax Period on a “closing of the books basis” by assuming that books of Company were closed at the close of the Closing Date.

(c) Transfer Taxes. All transfer, documentation, sales, use, stamp, registration and other similar Taxes (including any real property transfer or other similar Tax) incurred or which may be payable in connection with this Agreement or any transaction contemplated hereby shall be borne fifty percent (50%) by Sellers and fifty percent (50%) by Purchaser. Sellers shall be responsible for the preparation and filing of Tax Returns (including any documentation) with respect to such Taxes or fees, shall provide drafts of such Tax Returns (and documentation) to Purchaser for review and shall consider in good faith any comments from Purchaser on such drafts before filing. To the extent required by applicable Laws, Purchaser will join in the execution of any such Tax Returns.

(d) Withholding Certificate. Prior to or at the Closing, each Seller shall furnish Purchaser with a duly executed IRS Form W-9 of Seller.

(e) Tax Information and Cooperation. Sellers and Purchaser shall, and shall each cause their respective Affiliates to, provide each other with such cooperation and information as either of them reasonably may request of the other in filing any Tax Return, amended return or claim for refund, determining a liability for Taxes or participating in or conducting any audit or other proceeding in respect of Taxes, in each case, with respect to Company. Any information obtained under this Section 6.6 shall be kept confidential, except as may be otherwise necessary in connection with the filing of Tax Returns or claims for refund or in conducting an audit or other proceeding.

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(f) Post-Closing Covenants. After the Closing, Purchaser and its Affiliates shall not, and Purchaser and its Affiliates shall not permit Company to, without the prior consent of Sellers, such consent not to be unreasonably withheld, conditioned or delayed (it being understood that it will be considered unreasonable for Sellers to withhold their consent from an action that is required by a “determination” within the meaning of Section 1313(a) of the Code), take any of the following actions to the extent such actions would reasonably be expected to increase the Tax liability of Sellers: (i) file or amend or otherwise modify any Tax Return of Company for a Pre-Closing Tax Period, except for filing Tax Returns that are first due to be filed (taking into account extensions) after the Closing, (ii) extend or waive, or cause to be extended or waived, any statute of limitations or other period for the assessment of any Tax or deficiency of Company for a Pre-Closing Tax Period, (iii) make or change any Tax election or Tax accounting method of Company with respect to, or that has retroactive effect to, any Pre-Closing Tax Period, or (iv) make or initiate any voluntary contact with a Taxing Authority regarding Taxes of Company for any Pre-Closing Tax Period.

(g) Termination of Seller Arrangements and Credit Facility. Each Seller shall have terminated or caused to be terminated any and all of the Tax sharing, allocation, indemnification or similar agreements, arrangements or undertakings in effect, written or unwritten, before the Closing as between such Seller or any Affiliate thereof, on the one hand, and Company, on the other hand, regardless of the period in which the relevant Taxes are imposed, and there shall be no continuing obligation to make any payments under any such agreements, arrangements or undertakings. Company shall have terminated the Credit Facility, to be effective as of prior to the Closing.

(h) Tax Claims. If any member of the Purchaser Indemnified Group receives or has received notice of any audit, action, claim or proceeding regarding Taxes in respect of which any member of the Purchaser Indemnified Group may be entitled to receive payment of Losses from Sellers pursuant to Section 7.2(a)(i) or Section 7.2(a)(iv) (each, a “Tax Claim”), (i) the Indemnitee shall promptly notify Sellers in writing of such Tax Claim (provided, however, that an Indemnitee’s failure to send or delay in sending such notification will not relieve Sellers from liability hereunder with respect to such Tax Claim, except in the event and only to the extent that Sellers are prejudiced by such failure or delay), and (ii) Sellers, at their own expense, shall control the defense and settlement of such Tax Claim solely to the extent such Tax Claim is with respect to taxable periods ending before the Closing Date, and Purchaser shall control the defense and settlement of any other Tax Claim; provided, that, with respect to any Tax Claim, (1) the controlling party shall keep the non-controlling party reasonably informed of the progress of such Tax Claim, including by providing the non-controlling party with copies of material correspondence and notices and other material written materials received from or provided to any Taxing Authority, (2) the non-controlling party shall be entitled, at its cost and expense, to participate in such Tax Claim, and (3) the controlling party shall not settle or compromise such Tax Claim (or a portion thereof) without the prior written consent of the non-controlling party (which consent shall not be unreasonably withheld, conditioned or delayed). In the event of any conflict between the provisions of this Section 6.3(h) and Section 7.5, this Section 6.3(h) shall control.

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(i) Tax Refunds. Except to the extent (i) taken into account in Closing Date Indebtedness or Adjusted Net Working Capital, (ii) resulting from the carryback to a Pre-Closing Tax Period of any tax attribute generated in a taxable period (or portion thereof) following the Closing Date, (iii) being contested by Purchaser, Company or a Taxing Authority or (iv) attributable to Taxes that were not paid by Company before the Measurement Time, not indemnified by Sellers and also not included as liabilities in Accrued Income Taxes or as Current Liabilities in Adjusted Net Working Capital, any Tax refund (or Tax credit claimed in lieu of receiving a refund) for overpayment of Taxes (including any interest in respect thereof received from the relevant Taxing Authority) that is received or realized by Purchaser or Company or any Affiliate thereof following the Closing Date that is a refund (or such a credit) of the Taxes of Company for a Pre-Closing Tax Period (each, a “Tax Asset”) shall be for the account of Sellers, and Purchaser shall pay or cause its Affiliate (including Company) to pay over to Sellers as additional Purchase Price the amount of any such Tax Asset, net of any costs and expenses attributable to obtaining and receipt of such Tax Asset, within ten (10) calendar days after such Tax Asset is either received or realized.

Section 6.4 Release. Effective as of the Closing, each Seller, on behalf of itself and its Affiliates (other than Company) and their respective officers, directors, equityholders, managers, members, partners, heirs, beneficiaries, successors and permitted assigns (the “Releasing Parties”) hereby irrevocably and unconditionally waives, releases and forever discharges Company, its Affiliates, and each of their respective past and present directors, officers, employees and agents (the “Released Parties”) from any and all claims, actions, causes of action, suits, debts, damages, liabilities or other obligations of any kind or nature whatsoever, known and unknown, matured or unmatured, existing or claimed to exist, both at law and in equity (collectively, “Claims”) of any Releasing Party against the Released Parties arising on or prior to the Closing Date; provided, however, that this release does not extend to claims relating to (a) any breach or alleged breach of this Agreement or any other Transaction Document or any of the provisions set forth herein or therein, (b) the rights of the Releasing Parties under this Agreement or any other Transaction Document, including payments to a Releasing Party of any consideration required to be paid hereunder or thereunder, (c) the rights of the Releasing Parties as an employee of Company for compensation, (d) accrued rights of the Releasing Parties as an employee of Company under the Company’s Employee Benefit Plans, (e) any right which cannot be released by applicable Law, or (f) any right to exculpation or indemnification, defense or to be held harmless under applicable Law, Organizational Documents or related insurance policy maintained by or for Company for claims as an employee, director or officer (or similar executive) or agent of Company.

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Section 6.5 Reserved.

Section 6.6 Retention of Business Records and Post-Closing Access.

(a) After the Closing, Purchaser agrees to, or shall cause Company to, hold at least one copy of all Business Records relating to the conduct of the Business on or before the Closing Date and not to destroy or dispose of such copy for a period of seven (7) years from the Closing Date or such longer time as may be required by applicable Law, and if thereafter Purchaser proposes to destroy or dispose of such copy, Purchaser shall offer first in writing at least thirty (30) calendar days prior to such proposed destruction or disposition to surrender all or any portion of such Business Records to Sellers. To the extent required for any Seller’s accounting, Tax and compliance purposes, such Seller and Seller’s Affiliates that are not Company may retain a copy of any or all of the Business Records and any other materials included in any electronic data room or that are otherwise in the possession or under the control of such Seller or Seller’s Affiliates that are not Company relating to the conduct of the Business on or before the Closing Date; provided that any such Business Records will be held in accordance with Section 6.7(b).

(b) From and after the Closing, Purchaser shall, and shall cause Company to, at Sellers’ expense, (i) give Sellers, their Affiliates and their respective Representatives reasonable access to the offices, properties and Business Records and other books and records of Company, relating to the conduct of the Business and Company, in each case on or before the Closing Date, during normal business hours and upon reasonable prior notice, (ii) furnish to Sellers, their Affiliates and their respective Representatives such financial and operating data and other information relating to the conduct of the Business and Company, in each case on or before the Closing Date, and (iii) cause the employees, counsel, auditors and other Representatives of Company to cooperate with Sellers, their Affiliates and their respective Representatives, in each case, to the extent reasonably requested by Sellers or their Affiliates and solely to the extent that such access may reasonably be required (as determined by Sellers or their Affiliates) for any of the following: (A) for Tax purposes (including preparation of Tax Returns and in connection with Tax audits); (B) for the defense or prosecution of, or otherwise in connection with, Actions (including potential Actions) in which such Seller is not adverse to Purchaser or any of its Affiliates (including Company); and (C) otherwise in connection with accounting or other similar needs; provided that any such information provided pursuant to this Section 6.6(b) will be held in accordance with Section 6.7(b).

Section 6.7 Non-Compete; Non-Solicit; Confidentiality.

(a) During the period commencing on the Closing Date and ending on the date that is five (5) years following the Closing Date, each Seller shall not, and shall cause its Affiliates not to:

(i) engage in the Business anywhere in the world (each, a “Competing Activity”); provided that the foregoing shall not prohibit any Seller or any of its Affiliates from the acquisition, holding of investments or direct or indirect ownership of any voting stock, capital stock or other equity interest of any Person engaged in a Competing Activity, so long as such ownership interest is a passive interest and represents less than 3% of the aggregate voting power or outstanding capital stock or other equity interests of such Person;

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(ii) solicit (or cause to be solicited) for employment any Person who is employed by Company; provided that the foregoing restriction shall not apply to (i) generalized searches for employees through media advertisements of general circulation, employment search firms, open job fairs or other similar means which are not specifically targeted at such Continuing Employees or hiring any person that responds to such generalized search, or (ii) any such Continuing Employee whose employment is terminated by Company at least ninety (90) calendar days prior to any such solicitation by such Seller or its Affiliates, or who voluntarily terminates his or her employment, in each case prior to any such solicitation by such Seller or its Affiliates; or

(iii) solicit (or cause to be solicited) any customer, supplier or other business partner of Company.

(b) From and after the Closing until the date that is five (5) years following the Closing Date, each Seller shall, and shall cause its Representatives, to keep confidential, and not disclose, any Confidential Information to any Person (other than Purchaser, Company or their respective Affiliates), except to the extent (i) requested in writing by Purchaser, or (ii) to Representatives of any Seller who have a need to know such Confidential Information so long as such Representatives are bound by a duty of confidentiality or confidentiality obligations substantially the same as those set forth in this Section 6.7(b), and will take reasonable steps to inform its respective Representatives that are aware of Confidential Information of such obligation. Notwithstanding the foregoing, if any Seller or its Representatives is requested or legally required (by oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand, regulatory request or similar process by any Governmental Authority or by Law, including of any securities association, stock exchange or national securities quotation system on which a party’s securities are traded) to disclose any Confidential Information, or any of the facts or any information relating to this Agreement, the Transaction Documents, or the transactions contemplated hereby or thereby, such Seller shall, and shall cause its Representatives to, provide Purchaser with prompt written notice of the existence, terms and circumstances surrounding such request or requirement (to the extent permitted by applicable Law) so that Purchaser, in its sole discretion and at its sole cost and expense, may seek an appropriate protective order or other appropriate remedy and/or waive compliance herewith. If, in the absence of such protective order or other remedy and/or receipt of a waiver by Purchaser, such Seller or its Representative is nonetheless legally required to disclose Confidential Information, such Seller or its Representative may furnish, without any liability hereunder, only that portion of the Confidential Information which it is advised by its counsel is legally required to be disclosed; provided, that such Seller and its Representatives exercise their commercially reasonable efforts to obtain assurances that confidential treatment will be accorded such Confidential Information. Sellers’ Representative shall promptly notify Purchaser upon the occurrence of any loss or unauthorized disclosure or other breach of which it is aware with respect to any Confidential Information and use commercially reasonable efforts to retrieve the lost or wrongfully disclosed Confidential Information and shall cooperate fully with Purchaser in protecting and enforcing its proprietary rights in the same.

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(c) The parties mutually agree this Section 6.7 is reasonable and necessary to protect and preserve Purchaser’s legitimate business interests and the value of the Business and Company, and to prevent any unfair advantage conferred on any party and their respective successors, and constitutes a material inducement of Purchaser to enter into this Agreement and consummate the transactions contemplated herein. If any covenant contained in this Section 6.7 should ever be adjudicated to exceed the time, geographic, product or service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law. The covenants contained in this Section 6.7 and each provision hereof are severable and distinct covenants and provisions. The invalidity or unenforceability of any such covenant or provision as written shall not invalidate or render unenforceable the remaining covenants or provisions hereof, and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such covenant or provision in any other jurisdiction.

(d) If any Seller breaches any of the provisions of this Section 6.7, Purchaser shall have, in addition to, and not in lieu of, any other rights and remedies available to Purchaser under law or in equity, the right to have such provision specifically enforced by any court having jurisdiction, without the necessity of posting bond, it being acknowledged and agreed that any such breach or threatened breach may cause irreparable injury to Purchaser and that money damages may not provide an adequate remedy to Purchaser.

Section 6.8 Misdirected Payments and Disbursements. Each party shall provide notice to the other parties hereto as soon as commercially practicable after the date it receives any refund or other amount which is an asset, receivable or property, after the Closing Date, to the extent that such refund or amount relates to a business or asset of the other party or any of the other party’s Affiliates, or is otherwise due and owing to the other party or any of its Affiliates in accordance with the transactions contemplated hereunder (a “Misdirected Payment”). The party receiving the Misdirected Payment shall promptly convey or remit such payment to the other party. In addition, each party shall provide notice, including reasonable detail, to the other parties hereto (each a “Reimbursing Party”) as soon as commercially practicable following the date such party pays any amount, after the Closing Date, to the extent that such amount was a liability of the Reimbursing Party, the other party’s business or any of the other party’s Affiliates (a “Misdirected Disbursement”). To the extent the Reimbursing Party provides its consent (which consent may not be unreasonably delayed, conditioned or withheld) to such payment of a Misdirected Disbursement, the Reimbursing Party shall promptly reimburse such Misdirected Disbursement to the other party which made the payment on the Reimbursing Party’s behalf.

Section 6.9 Non-Disparagement. During the period commencing on the Closing Date and ending on the date that is five (5) years following the Closing Date, each Seller and its Affiliates, on the one hand, and Company, Purchaser and its Affiliates, on the other hand, shall not, and shall cause its Affiliates not to, as applicable: directly or indirectly, (A) make any negative statement or communication regarding any Seller, Purchaser, Company or any of their respective Affiliates or employees with the intent to harm any such Person or (B) make any derogatory or disparaging statement or communication regarding any Seller, Purchaser, Company or any of their respective Affiliates or employees.

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Section 6.10 Insurance.

(a) Following the Closing, Sellers shall continue to be responsible for all self-funded outstanding liabilities relating to any Employee Benefit Plan incurred prior to the Closing Date, and Company’s and the Business’s loss experience under any of the Insurance Policies, including (i) all obligations relating to the employees of Company thereunder (including those associated with workers compensation) and to any automobile liability, (ii) all obligations with respect to both known and incurred but not yet reported claims thereunder, and (iii) all retention amounts thereunder.

(b) Purchaser agrees that all rights to indemnification, advancement of expenses and exculpation by Company now existing in favor of each Person who is now, or has been at any time prior to the Closing Date, an officer or director of Company, as provided in the charter or bylaws of Company, in each case as in effect on the Closing Date, or pursuant to any other agreements in effect on the Closing Date, will survive the Closing Date and will continue in full force and effect in accordance with their respective terms. Company will, and Purchaser will cause Company to (i) maintain in effect for a period of six (6) years after the Closing Date, if available, the current policies of directors’ and officers’ liability insurance maintained by Company immediately prior to the Closing Date (provided that Company may substitute therefor policies, of at least the same coverage and amounts and containing terms and conditions that are not less advantageous to the directors and officers of Company when compared to the insurance maintained by Company as of the Closing Date), or (ii) obtains as of the Closing Date “Tail” insurance policies with a claims period of six (6) years from the Closing Date with at least the same coverage and amounts, and containing terms and conditions that are not less advantageous to the directors and officers of Company when compared to the insurance maintained by Company as of the Closing Date, in each case with respect to claims arising out of or relating to events which occurred on or prior to the Closing Date (including in connection with the transactions contemplated by this Agreement). The obligations of Purchaser and Company under this Section 6.10(b) will not be terminated or modified in such a manner as to adversely affect any director or officer to whom this Section 6.10(b) applies without the consent of such affected director or officer (it being expressly agreed that the directors and officers to whom this Section 6.10(b) applies will be third-party beneficiaries of this Section 6.10(b), each of whom may enforce the provisions of this Section 6.10(b)). In the event Purchaser, Company or any of their respective successors or assigns (x) consolidates with or mergers into any other Person and shall not be the continuing or surviving corporation or entity in such consolidation or merger or (y) transfers all or substantially all of its properties and assets to any Person, then, and in either such case, proper provision will be made so that the successors and assigns of Purchaser or Company, as the case may be, will assume all of the obligations set forth in this Section 6.10(b).

Section 6.11 Employees; Benefit Plans.

(a) During the period commencing at the Closing and ending on the date that is twelve (12) months from the Closing (or if earlier, the date of the employee’s termination of employment with Company), Purchaser will, and will cause company to, provide each Business Employee employed immediately after the Closing (“Company Continuing

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Employee”) with (i) base salary or hourly wages that are no less than the base salary or hourly wages provided by Company immediately prior to Closing; provided that nothing in this clause (i) shall prevent Purchaser or Company from modifying or amending the compensation structure for any Company Continuing Employee paid based on performance as a result of the declining performance of such employee, (ii) target bonus opportunities (excluding equity-based compensation), if any, which are no less than the target bonus opportunities (excluding equity-based compensation) provided by Company immediately prior to Closing, and (iii) retirement and welfare benefits that are no less favorable in the aggregate than those provided by Company immediately prior to Closing, in each case for clauses (i) through (iii) to the extent disclosed to Purchaser in the Disclosure Schedule.

(b) With respect to any “employee benefit plan” (within the meaning of Section 3(3) of ERISA) maintained by Purchaser or its subsidiaries (collectively, “Purchaser Benefit Plans”) in which any Company Continuing Employees will participate effective as of the Closing, Purchaser will use commercially reasonable efforts to, or will use commercially reasonable efforts to cause Company to, recognize all service of the Company Continuing Employees with Company as if such service were with Purchaser, for vesting and eligibility purposes in any Purchaser Benefit Plan in which such Company Continuing Employees may be eligible to participate after the Closing; provided, however, such service will not be recognized to the extent that (i) such recognition would result in a duplication of benefits or (ii) such service was not recognized under the corresponding Employee Benefit Plan.

(c) This Section 6.11 will be binding upon and insure solely to the benefit of each of the parties of this Agreement, and nothing in this Section 6.11, express or implied, will confer upon any other Person any rights or remedies of any nature whatsoever under or by reason of this Section 6.11. Nothing contained herein, express or implied, will be construed to establish, amend or modify any Employee Benefit Plan. The parties hereto acknowledge and agree that the terms set forth in this Section 6.11 will not create any right in any employee of Company or any other Person to any continued employment with Company, Purchaser or any of their respective Affiliates or compensation or benefits of any nature or kind whatsoever.

Section 6.12 R&W Insurance Policy. During the term of the R&W Insurance Policy, Purchaser will (and will cause its Affiliates to) cause the R&W Insurance Policy to remain in full force and effect, including (a) complying with and maintaining the R&W Insurance Policy in full force and effect, (b) paying when due all premiums, commissions, fees, costs and Taxes payable thereunder and (c) satisfying on a timely basis all conditions necessary for the issuance of or continuance of coverage under the R&W Insurance Policy. Purchaser will use best efforts to ensure the R&W Insurance Policy expressly provides that the insurer of the R&W Insurance Policy (the “R&W Insurer”) irrevocably waives all subrogation, contribution and similar rights, and will not pursue any claim against any Seller or any of their Affiliates, or any of their respective former, current and future direct or indirect representatives, employees, officers, directors, financing sources, management companies, partners, members, equity holders, controlling or controlled persons, successors or assigns of any of the foregoing (collectively, the “Seller Related Parties”) other than in the case of Fraud (and only then with respect to the Seller Related Party committing

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such Fraud) and (ii) each of the Seller Related Parties are third-party beneficiaries of the R&W Insurer’s promise to not pursue any claim against the Seller Related Parties. Purchaser and its Affiliates will not terminate, cancel, amend, waive or otherwise modify the limitations on subrogation against the Seller Related Parties, the third party beneficiary language or the amendment provisions contained in the R&W Insurance Policy or otherwise amend the R&W Insurance Policy in such a manner that would increase the potential financial liability of the Seller Related Parties in connection with this Agreement prior to, at or at any time after the Closing, in each case, without Sellers’ Representative’s prior written consent. The provisions of this Section 6.12 are intended to be for the benefit of, and enforceable by, each of the Seller Related Parties and such Seller Related Parties’ estates, heirs, representatives, successors and assigns.

ARTICLE VII

SURVIVAL; INDEMNIFICATION

Section 7.1 Survival.

(a) The representations and warranties of the parties set forth in this Agreement (other than the Fundamental Representations), and in any certificate delivered in connection with this Agreement, shall terminate effective immediately as of the Closing, such that no claim for breach of any representation or warranty (other than the Fundamental Representations) may be brought against any party after the Closing; provided that the parties specifically and unambiguously intend that the foregoing shall not apply with respect to the R&W Insurance Policy and claims made thereunder, which shall, in all instances, be governed by the terms of the R&W Insurance Policy, except with respect to the Fundamental Representations. Each of the Fundamental Representations shall survive for six (6) years following the Closing Date. Each covenant of Sellers or Purchaser requiring performance, whether in whole or in part, after the Closing (collectively, the “Post-Closing Covenants”), shall, in each case, survive for six (6) months after the date that such Post-Closing Covenant has been completed or expired or as otherwise expressly set forth with respect to such Post-Closing Covenant. Nothing in this Section 7.1 shall be deemed to limit any rights or remedies of any Person (a) for breach of any such surviving covenant or agreement or (b) in the case of Fraud.

(b) No Third Party Claim or direct claim may be asserted or brought against any party under this Article VII after the applicable survival date set forth in Section 7.1(a); provided that any such Third Party Claims or direct claims asserted by a Notice of Claim prior to the end of the applicable survival period set forth in Section 7.1(a) may be prosecuted until their conclusion by settlement or by final, non-appealable judgment, in each case which may be after the end of the applicable survival period set forth in Section 7.1(a). The parties further acknowledge and agree that the time periods set forth in this Section 7.1 for the assertion of claims under this Agreement are the result of arms’ length negotiation among the parties and that they intend for the time periods to be enforced as agreed by the parties. Nothing in this Section 7.1 shall limit the right of Purchaser to make claims under the R&W Insurance Policy in accordance with the terms thereof.

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Section 7.2 Indemnification by Sellers.

(a) From and after the Closing, each Seller shall defend and hold harmless Purchaser, its Affiliates (including, following the Closing, Company), and each of their respective equityholders, partners, members, managers, officers, directors, employees, attorneys, agents and representatives (collectively, the “Purchaser Indemnified Group”), from and against any and all Losses (including Third Party Claims) which arise out of, or are attributable to, the following (collectively, “Purchaser Claims”):

(i) jointly and severally, with respect to any breach of (or any allegation of a third party that, if true, would be a breach of) any Company Fundamental Representation;

(ii) severally, with respect to any breach of (or any allegation of a third party that, if true, would be a breach of) any Seller Fundamental Representation by such Seller;

(iii) severally, with respect to any breach of any Post-Closing Covenant by such Seller;

(iv) jointly and severally, with respect to (A) all Pre-Closing Taxes or (B) all Taxes for which Company is liable as a result of having been a member of an affiliated, consolidated, combined, unitary or other similar Tax group prior to Closing (including pursuant to Treasury Regulations Section 1.1502-6 or a similar provision of state, local, non-U.S. or other Tax Law); and

(v) jointly and severally, with respect to the matters identified on Schedule 7.2(a)(v).

(b) Except in the case of Fraud, the maximum aggregate liability of Sellers under Section 7.2(a) shall not exceed an aggregate amount equal to the Final Purchase Price.

Section 7.3 Indemnification by Purchaser.

(a) From and after the Closing, Purchaser shall indemnify, defend and hold harmless Sellers, their Affiliates, and each of their respective equityholders, partners, members, managers, officers, directors, employees, attorneys, agents and representatives (collectively, the “Seller Indemnified Group”), from and against any and all Losses (including Third Party Claims) which arise out of, or are attributable to, the following (collectively, “Seller Claims”):

(i) any breach of (or any allegation of a third party that, if true, would be a breach of) any Purchaser Fundamental Representation; and

(ii) any breach of any Post-Closing Covenant by Purchaser.

(b) Except in the case of Fraud, the maximum aggregate liability of Purchaser for indemnification under Section 7.3(a) shall not exceed an amount equal to the Final Purchase Price.

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Section 7.4 Materiality. For purposes of determining whether there has been a breach and the amount of any Losses that are the subject matter of a Purchaser Claim or a Seller Claim hereunder, each representation and warranty in this Agreement (other than the first sentence of Section 4.11) shall be read without regard and without giving effect to the term(s) “material”, “Material Adverse Effect” or any similar qualifier, as if such words and surrounding related words (e.g., “reasonably be expected to” and similar restrictions and qualifiers) were deleted from such representation and warranty.

Section 7.5 Claims Procedures.

(a) Each Person entitled to be indemnified under this Article VII (each, an “Indemnitee”) agrees that after it becomes aware of facts that would reasonably be likely to give rise to a claim by it for indemnification pursuant to this Article VII, such Indemnitee must assert its claim for indemnification under this Article VII prior to the expiration of the applicable survival period set forth in Section 7.1 by providing a written notice (a “Notice of Claim”) to the Person allegedly required to provide indemnification protection under this Article VII (each, an “Indemnitor”) specifying, in reasonable detail, the nature and basis for such claim. Notwithstanding the foregoing, an Indemnitee’s failure to send or delay in sending a Notice of Claim will not relieve the Indemnitor from liability hereunder with respect to such claim, except in the event and only to the extent that the Indemnitor is prejudiced by such failure or delay.

(b) With respect to any claim for indemnifiable Losses that does not involve a Third Party Claim, the Indemnitor shall have thirty (30) calendar days from its receipt of the Notice of Claim to dispute the claim and provide a written explanation for its position and supporting documentation. In the event that the Indemnitor disputes a Notice of Claim for such a claim, the parties, including appropriate management representatives, shall promptly seek to negotiate a resolution in good faith. If the parties are unable to resolve the dispute within thirty (30) calendar days after the Indemnitor first receives the Notice of Claim for such claim, then the Indemnitee may seek any remedy available to it under this Agreement.

(c) At the reasonable request of the Indemnitor, the Indemnitee shall grant the Indemnitor and its Representatives reasonable access to the books, records, employees (including for conferences, discovery and proceedings as may be reasonably requested) and properties of the Indemnitee and its Affiliates to the extent reasonably related to the claim set forth in the Notice of Claim.

(d) Except as otherwise provided in this Section 7.5, the Indemnitor may elect to defend, in good faith and at its expense, any claim or demand set forth in a Notice of Claim relating to a Third Party Claim. The Indemnitee, at its expense, may participate in the defense of any such Third Party Claim with counsel of its choosing; provided that, notwithstanding the foregoing, the Indemnitor shall pay the reasonable costs and expenses of the Indemnitee’s participation in such defense (including reasonable attorneys’ fees and expenses) if (i) the Indemnitor consents in writing to paying such costs and expenses, (ii) the use of counsel chosen by the Indemnitor to represent the Indemnitee would, based on the good faith advice of such Indemnitee’s outside counsel, present such counsel with a

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conflict of interest, (iii) the named parties to such Third Party Claim include both the Indemnitee and the Indemnitor and (A) the Indemnitee shall have reasonably concluded that there are or may be defenses available to such Indemnitee that are different from or additional to those available to the Indemnitor, or (B) the Indemnitee’s outside counsel shall have reasonably concluded it would be inappropriate under applicable standards of professional conduct to have common counsel for the Indemnitee and the Indemnitor due to actual or potential differing interests between the Indemnitor and such Indemnitee, or (iv) the Indemnitor fails to assume such defense or engage counsel reasonably satisfactory to the Indemnitee, in each case, in a timely manner. Within thirty (30) calendar days after receipt of a Notice of Claim, the Indemnitor must notify the Indemnitee in writing as to whether the Indemnitor is proceeding with the defense of the Third Party Claim. If the Indemnitor does not so notify the Indemnitee that the Indemnitor is proceeding with the defense of the Third Party Claim that relates to any Losses indemnified against hereunder or the Indemnitor refuses or is refusing to defend such Third Party Claim, the Indemnitee may elect to undertake its defense, and the Indemnitor shall, after receipt of evidence thereof, reimburse the Indemnitee for all reasonable attorneys’ fees and costs incurred in connection with such defense. If the Indemnitor has assumed the defense of a Third Party Claim pursuant to this Section 7.5(d), it will (x) keep the Indemnitee advised of the status of such Third Party Claim and the defense thereof on a reasonably current basis, (y) reasonably consult with the Indemnitee with respect to the defense and settlement thereof, and (z) consider in good faith the recommendations made by the Indemnitee with respect thereto. Without the prior written consent of the Indemnitee, the Indemnitor will not enter into any settlement or compromise or take any corrective or remedial action or enter into any agreed judgement or consent decree, in each case, of any Third Party Claim unless (i) the settlement includes a release of the Indemnitee and its group (i.e., the Seller Indemnified Group or the Purchaser Indemnified Group, as the case may be) with respect to the Third Party Claim, (ii) as a result of such settlement, no injunctive or other equitable relief would be imposed against the Indemnitee or any member of its group and (iii) the Indemnitor shall bear any and all costs and expenses with respect to such settlement. Notwithstanding anything contained herein to the contrary, the Indemnitor will not be permitted to settle, compromise, take any corrective or remedial action, or enter into an agreed judgment or consent decree, in each case, with respect to any Third Party Claim that subjects the Indemnitee to any criminal liability, requires an admission of guilt or wrongdoing on the part of the Indemnitee or imposes any continuing obligation on, or requires any payment from the Indemnitee. Notwithstanding the foregoing, the Indemnitor will not be entitled to control the defense of any Third Party Claim if such control or defense (i) would lead to a conflict between the Indemnitee and the Indemnitor or (ii) (A) such Third Party Claim is for equitable or injunctive relief or any claim that would impose criminal liability or criminal damages, or (B) the claim alleges Losses in excess (other than a de minimis amount) of the Indemnitor’s maximum indemnification obligations under this Agreement, and, in the case of each of the foregoing, the Indemnitor shall, after receipt of evidence thereof, reimburse the Indemnitee for all reasonable attorneys’ fees and costs incurred in connection with such defense.

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(e) The party defending the Third Party Claim will consult with the other party throughout the pendency of the Third Party Claim regarding the investigation, defense, settlement, trial, appeal or other resolution of the Third Party Claim. The parties will cooperate in the defense of the Third Party Claim, including, if requested by a party, contesting any Third Party Claim that a party elects to contest or, if appropriate, in making any counterclaim against the Person asserting the claim or demand, or any cross-complaint against any Person. The Indemnitor will reimburse the Indemnitee for any reasonable expenses incurred by the Indemnitee in cooperating with or acting at the request of the Indemnitor.

Section 7.6 Payment. Subject to Section 8.10 and Section 8.11, if an Indemnitor is required to make an indemnity payment under this Agreement, such Indemnitor shall pay the Indemnitee the amount so determined in cash by wire transfer of immediately available funds within five (5) Business Days following an agreement between such Indemnitor and Indemnitee or other final determination that an indemnity amount is payable (which in the case of litigation which is not settled pursuant to mutual agreement of the parties shall be the final order of a court of competent jurisdiction from which no appeal can be taken or the time for appeal from which has run).

Section 7.7 Exclusive Remedy. Following the Closing, except in the case of Fraud or as provided in Section 8.10 and Section 8.11, the right of each Indemnitee to assert indemnification claims and receive indemnity payments under this Agreement shall be the sole and exclusive right and remedy exercisable by such Indemnitee with respect to any Loss or other claims arising out of this Agreement, or related in any way to this Agreement or the transactions contemplated hereby. No Indemnitee shall have any other remedy (statutory, common law or otherwise) against an Indemnitor with respect thereto, all such other remedies hereby being waived. Notwithstanding the foregoing, nothing in this Section 7.7 shall preclude any party from pursuing (1) specific performance or other equitable relief relating to the performance of Post-Closing Covenants, agreements or other post-Closing obligations pursuant to, and subject to the terms and conditions of, Section 8.11 or (2) any claims arising from any other agreement, instrument or document delivered in connection with the transactions contemplated hereby.

Section 7.8 Purchase Price Adjustment. Any indemnity payment made pursuant to this Article VII shall be treated as an adjustment to the Final Purchase Price for applicable federal, state, local and foreign Tax purposes, to the extent permitted by applicable Law.

Section 7.9 Mitigation.

(a) An Indemnitee shall use commercially reasonable efforts to mitigate any Losses subject to indemnification hereunder.

(b) The amount of any Loss subject to indemnification hereunder will be reduced to the extent of any insurance proceeds or other payments actually received from an insurer or other third party with respect to such Loss, net of all out-of-pocket costs of recovery (including any reasonable and documented out-of-pocket expenses paid in connection with such recovery). The Indemnitee will use its commercially reasonable efforts to recover from any available insurance policies for any Losses prior to seeking indemnification under this Agreement.

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(c) The amount of any Loss subject to indemnification hereunder will be reduced to the extent that the Indemnitee received an express increase (in the case of Purchaser) or decrease (in the case of Sellers) in the Purchase Price from the reflection of such matter in the calculation of the adjustment to the Purchase Price, if any, as finally determined pursuant to Section 2.6, including if such Loss (or any part of any such Loss) is included in the calculation of Adjusted Net Working Capital or Closing Date Indebtedness hereunder.

(d) In no event will any Indemnitor be liable to any Indemnitee for any punitive damages.

Section 7.10 Order of Recovery. Purchaser agrees (on behalf of itself and each other member of the Purchaser Indemnified Group) that the members of the Purchaser Indemnified Group shall, with respect to claims under Section 7.2(a)(i), Section 7.2(a)(ii), and/or Section 7.2(a)(iv): (i) first, to the extent the Losses are covered under the R&W Insurance Policy, use commercially reasonable efforts to obtain recovery in respect of such Losses against the R&W Insurance Policy until the remaining limits thereunder have been exhausted or Purchaser, and (ii) second, solely to the extent such Losses exceed the remaining limits thereunder, seek recovery against Sellers (subject, in all instances, to the limitations set forth in this Article VII); provided, however, that the foregoing restrictions shall not apply in the case of Fraud. Notwithstanding anything in this Agreement to the contrary, Purchaser agrees (on behalf of itself and each other member of the Purchaser Indemnified Group) that its and their sole and exclusive remedy for breaches of the representations and warranties of Sellers and Company set forth in Article III and Article IV (other than the Company Fundamental Representations and Seller Fundamental Representations) is the R&W Insurance Policy, except in the case of Fraud.

ARTICLE VIII

MISCELLANEOUS

Section 8.1 Amendments; No Waivers.

(a) Any provision of this Agreement (including the Disclosure Schedule and the Exhibits hereto) may be amended or waived if, and only if, such amendment or waiver is in writing and signed, in the case of an amendment, by Sellers’ Representative and Purchaser, or in the case of a waiver, by the party against whom the waiver is to be effective.

(b) No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Except as set forth herein, the rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by Law or in equity.

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Section 8.2 Notices. All notices, consents, requests, demands or other communications required or permitted hereunder shall be: (a) in writing; (b) sent by messenger, certified or registered U.S. mail, a reliable overnight delivery service or e-mail, charges prepaid (as applicable), to the appropriate address(es) set forth below; and (c) deemed to have been given on the date of delivery to the addressee (or, if the date of delivery is not a Business Day, on the first Business Day after the date of delivery), as evidenced by: (i) a receipt executed by the addressee (or a responsible Person in his or her office), the records of the Person delivering such communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, U.S. mail or express delivery service; or (ii) confirmation of transmission or receipt generated by the sender’s computer showing that such communication was sent to the appropriate e-mail address on a specified date, if sent by e-mail. All such communications shall be sent to the following addresses, or to such other addresses as any party may inform the others by giving five (5) Business Days’ prior written notice pursuant to this Section 8.2:

(a) if to Purchaser:

Kewaunee Scientific Corporation

2700 West Front Street

Statesville, NC 28677

Attention:   Thomas D. Hull III; Donald T. Gardner III

Email:    tomhull@kewaunee.com; dongardner@kewaunee.com

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

K&L Gates LLP

70 W. Madison Street, Suite 3100

Chicago, IL 60602

Attention:   Brent E. Williams

Email:    brent.williams@klgates.com

and

K&L Gates LLP

210 Sixth Avenue

Pittsburgh, PA 15222

Attention:   Jeffrey W. Acre

Email:    jeffrey.acre@klgates.com

(b) if to Sellers or Sellers’ Representative:

William F. Peters

[***]

Email: [***]

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

Fredrikson & Byron P.A.

200 S 6^th^ Street, Suite 4000

Minneapolis, MN 55402

Attention:   Brian Kensicki

Email:    bkensicki@fredlaw.com

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Section 8.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. No party may assign, delegate or otherwise transfer any of its rights or obligations pursuant to this Agreement without the prior written consent of the other parties; provided, however, that Purchaser and its Affiliates may, without such consent, assign its rights and obligations hereunder, in whole or in part (a) to any one or more of its Affiliates (each, a “Purchaser Assignee”), (b) to any of its or any Purchaser Assignee’s lenders as collateral security, and (c) to any Person that acquires or is otherwise a successor in interest to all or any portion of the Business; provided, further, that no such assignment shall relieve Purchaser of its obligations hereunder.

Section 8.4 Governing Law. This Agreement, and any and all claims arising directly or indirectly out of or concerning this Agreement (whether based in contract, tort or otherwise) shall be governed by, and construed and enforced in accordance with, the Laws of the State of Delaware (without regard to the principles of conflicts of Laws).

Section 8.5 Consent to Jurisdiction.

(a) Except as provided in Section 2.6, each of the parties: (i) submits and consents to the exclusive jurisdiction of: (A) the Court of Chancery of the State of Delaware or, if such Court of Chancery lacks subject matter jurisdiction, the Complex Commercial Division of the Superior Court of the State of Delaware; or (B) in the event that an Action involves claims exclusively within the jurisdiction of the federal courts, in the United States District Court for the District of Delaware (all such courts, collectively, the “Chosen Courts”), for itself and with respect to its property in the event that any dispute arises out of this Agreement or any of the transactions contemplated hereby; (ii) agrees that it shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any Chosen Court; and (iii) agrees that, except in connection with any Action brought against a party in another jurisdiction by an independent third Person, it shall not bring any Action relating to this Agreement or any of the transactions contemplated by this Agreement in any forum other than a Chosen Court, except for the purpose of enforcing any award or judgment. For the avoidance of doubt, any claims subject to Section 2.6 shall be finally and conclusively determined in accordance with such Section.

(b) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE PURSUANT TO THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE SUCH WAIVERS; (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVERS; (III) IT MAKES SUCH WAIVERS VOLUNTARILY; AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.5(b).

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Section 8.6 Counterparts; Effectiveness. This Agreement may be executed in two or more counterparts (which may be delivered by electronic transmission via DocuSign or similar format or by e-mail delivery in .pdf or similar format), each of which together shall be deemed an original, and all of which together shall constitute one and the same instrument.

Section 8.7 Entire Agreement. This Agreement and the Transaction Documents constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersede, cancel and annul all prior agreements, negotiations, correspondence, undertakings, understandings, statements, representations, discussions and any other communications of the parties, whether oral or written, with respect to the subject matter hereof and thereof.

Section 8.8 Third-Party Beneficiaries. Except as set forth in Article VII, this Agreement is for the sole benefit of the parties and their successors and permitted assigns, and nothing herein expressed or implied shall give or be construed to give any Person, other than the parties and such successors and permitted assigns, any legal or equitable rights hereunder.

Section 8.9 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated so long as the economic or legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to any party. Upon such a determination, the parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible and in a manner so as to as closely as possible provide the parties with the intended benefits, net of the intended burdens, set forth in any such invalid, void or unenforceable provision.

Section 8.10 Specific Performance. The parties agree that irreparable damage, for which monetary damages (even if available) would not be an adequate remedy, shall occur in the event that the parties do not perform the provisions of this Agreement in accordance with its specified terms or otherwise breach such provisions. Accordingly, the parties acknowledge and agree that the parties shall be entitled to an injunction, specific performance or other equitable relief to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof, in addition to any other remedy to which they are entitled under this Agreement. Each of the parties agrees that it shall not oppose the granting of an injunction, specific performance or other equitable relief on any basis, including the basis that any other party has an adequate remedy at Law or that any award of an injunction, specific performance or other equitable relief is not an appropriate remedy for any reason at Law or in equity. Any party seeking: (i) an injunction or injunctions to prevent breaches of this Agreement; (ii) to enforce specifically the terms and provisions of this Agreement; or (iii) other equitable relief, shall not be required to show proof of actual damages or to provide any bond or other security in connection with any such remedy.

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Section 8.11 Setoff. If an obligation or indemnity amount is payable by any Seller to Purchaser pursuant to this Agreement, Purchaser shall be entitled to offset, setoff or recoup such amount from any obligation of Purchaser to such Seller, including any interest or principal or any other sums that are due, or may become due, pursuant to a Subordinated Promissory Note, as applicable (collectively, a “Setoff Right”). Notwithstanding the foregoing, Purchaser may only exercise the Setoff Right if (a) the obligation or indemnity amount payable by such Seller is more than twenty (20) Business Days past due, and (b) Purchaser notifies Seller in writing that it is exercising its Setoff Right.

Section 8.12 Disclosure Schedule. The disclosures in the Disclosure Schedule are to be taken as relating to the representations and warranties set forth in Article III and Article IV to the extent the applicability of such disclosure is reasonably apparent on its face, notwithstanding the fact that the Disclosure Schedule is arranged by sections corresponding to the sections in this Agreement or that a particular section of this Agreement makes reference to a specific section of the Disclosure Schedule. The inclusion of information in the Disclosure Schedule shall not, in and of itself, be construed as, and shall not, in and of itself, constitute, an admission or agreement that a violation, right of termination, default, liability or other obligation of any kind exists with respect to any item, nor shall it be construed, in and of itself, as or constitute, in and of itself, an admission or agreement that such information is material to Sellers or Company. In addition, matters reflected in the Disclosure Schedule are not necessarily limited to matters required by this Agreement to be reflected in the Disclosure Schedule. Such additional matters are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Neither the specifications of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such amount, or higher or lower amounts, or the item so included or other items, are or are not material, and no Person shall use the fact of the setting forth of any such amount, in and of itself, or the inclusion of any such item, in and of itself, in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not material for purposes of this Agreement. Further, neither the specification of any item or matter in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in the Disclosure Schedule is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business, and no Person shall use the fact of setting forth, in and of itself, or the inclusion, in and of itself, of any such items or matter in any dispute or controversy between the parties as to whether any obligation, item or matter not described herein or included in the Disclosure Schedule is or is not in the ordinary course of business for purposes of this Agreement. In disclosing the information on the Disclosure Schedule, Sellers and Company do not waive any attorney-client privilege associated with such information or any protection afforded by the work-product doctrine with respect to any of the matters disclosed or discussed therein.

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Section 8.13 Construction.

(a) The headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement. The contents of the Disclosure Schedule and each of the Exhibits, schedules and annexes attached hereto and thereto form an integral part of this Agreement and any reference to “this Agreement” shall be deemed to include the Disclosure Schedule and each such Exhibit, schedule and annex. As used in this Agreement: (i) the term “including” means “including, without limitation;” (ii) words in the singular shall be held to include the plural and vice versa and words of one gender shall be held to include the other genders as the context requires; (iii) the words “hereof,” “herein,” and “herewith” and words of similar import shall, unless the context otherwise requires, refer to this Agreement as a whole (including the Disclosure Schedule and the Exhibits, schedules and annexes hereto and thereto) and not to any particular provision of this Agreement, and all references to the preamble, recitals, Sections, Articles, Exhibits or Disclosure Schedule are to the preamble, recitals, Sections, Articles, Exhibits or Disclosure Schedule of, or to, this Agreement; (iv) the word “or” shall not be exclusive; (v) Purchaser and Sellers shall be referred to herein individually as a “party” and collectively as “parties” (except where the context otherwise requires); (vi) all references to “$” or dollars shall refer to U.S. dollars, unless otherwise specified; (vii) any reference to any federal, state, local or non-U.S. statute or other Law shall be deemed also to refer to all rules and regulations promulgated thereunder and amendments thereto; (viii) when calculating the number of days before which, within which or following which, any act is to be done or step is to be taken pursuant to this Agreement, the date from which such period is to be calculated shall be excluded from such count; provided, however, that, if the last calendar day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day; (ix) the measure of a period of one month or year for the purposes of this Agreement shall be the date of the following month or year corresponding to the starting date; provided, however, that, if no corresponding date exists, then the end date of such period being measured shall be the next actual date of the following month or year (for example, one month following February 18 is March 18 and one month following March 31 is May 1); provided further, that, if the last calendar day of such period is a non-Business Day, then the period in question shall end on the next succeeding Business Day; and (x) for the purposes of this Agreement, references to the term “delivered by Sellers,” “delivered by Company,” “delivered to Purchaser,” “furnished to Purchaser,” “made available to Purchaser” or similar expressions shall mean that Sellers or Company has: (A) posted such materials to the VDR, in a manner that enables viewing of such materials by Purchaser or its Representatives no later than 12:00 p.m. Central time on the third (3^rd^) Business Day prior to the Closing Date; or (B) set forth a copy of such materials in the Disclosure Schedule.

(b) The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

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Section 8.14 Sellers’ Representative.

(a) Sellers hereby irrevocably make, constitute and appoint William F. Peters as their representative, agent and attorney-in-fact for Sellers (the “Sellers’ Representative”) and authorize, empower and grant to Sellers’ Representative full power of substitution and authority to take or omit to take any and all actions required or permitted to be taken by any of them pursuant to or in connection with this Agreement and any of the Transaction Documents, including the right to execute Transaction Documents, the right to amend, modify or waive any term or provision of this Agreement, and any of the Transaction Documents, the right to issue or determine not to issue any consent or notice required or permitted hereunder or thereunder; the right to make or defend any indemnification claim, the right to initiate, settle and/or compromise any dispute arising hereunder or thereunder, and the right to take any and all other related action on behalf of Sellers hereunder and thereunder, whether before or after the Closing, which Sellers’ Representative deems necessary or appropriate in connection with this Agreement or any of the Transaction Documents and the transactions contemplated hereby and thereby. Without limiting the generality of the foregoing, any and all actions or omissions set forth and made in compliance with this Section 8.14 by Seller’s Representative shall be binding on each Seller and shall constitute the authorization of each Seller.

(b) This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made herein and is irrevocable and shall not be terminated by any act of any Seller or by operation of law, whether by the death or incapacity of any Seller or by the occurrence of any other event. Each Seller hereby consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or made by Sellers’ Representative pursuant to this Agreement or any of the Transaction Documents. Sellers agree that Sellers’ Representative shall have no obligation or liability to any Seller for any action or omission taken or omitted by Sellers’ Representative in good faith hereunder, and Sellers shall indemnify and hold Sellers’ Representative harmless from and against any and all Losses which Sellers’ Representative may sustain as a result of any such action or omission by Sellers’ Representative hereunder.

(c) In the event that Sellers’ Representative is unable to serve, Richard shall designate to Purchaser in writing a successor Sellers’ Representative. Any notice given by Purchaser to Sellers may be given through notice to Sellers’ Representative.

(d) Purchaser shall be fully protected in dealing with Sellers’ Representative under this Agreement and any of the Transaction Documents and may rely upon the authority of Sellers’ Representative to act as the agent of each Seller. Any payment by Purchaser to Sellers’ Representative under this Agreement shall be considered a payment by Purchaser to each Seller. Purchaser shall be entitled to rely upon any document or other paper delivered by Sellers’ Representative as genuine and correct and having been duly signed or sent by Sellers’ Representative, and Purchaser shall not be liable to any Seller for any action taken or omitted to be taken in such reliance.

(e) Sellers’ Representative may engage attorneys, accountants, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, and maintain such records, as Sellers’ Representative may deem necessary or desirable and incur other out-of-pocket expenses related to performing its services hereunder. Sellers’ Representative may in good faith rely conclusively upon information, reports, statements and opinions prepared or presented by such professionals, and any action taken by Sellers’ Representative based on such reliance shall be deemed conclusively to have been taken in good faith.

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Section 8.15 Conflict Waiver; Attorney-Client Privilege.

(a) Each of the parties hereto acknowledges and agrees, on its own behalf and on behalf of its directors, members, shareholders, partners, officers, employees and Affiliates that:

(i) Fredrikson & Byron P.A. (the “Seller Group Law Firm”) has acted as counsel to Sellers and their Affiliates (not including the Company) (collectively, the “Seller Group”) and Company, in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby. Purchaser agrees, and will cause Company to agree, that, following the consummation of the transactions contemplated hereby, such representation and any prior representation of Company by the Seller Group Law Firm will not preclude Seller Group Law Firm from serving as counsel to the Seller Group or any director, member, shareholder, partner, officer, or employee of the Seller Group, in connection with any litigation, claim, or obligation arising out of or relating to this Agreement or the transactions contemplated hereby.

(ii) Purchaser will not, and will cause Company not to, seek or have Seller Group Law Firm disqualified from any such representation based on the prior representation of Company by Seller Group Law Firm. Each of the parties hereto hereby consents thereto and waives any conflict of interest arising from such prior representation, and each of such parties will cause any of its Affiliates to consent to waive any conflict of interest arising from such representation. Each of the parties acknowledges that such consent and waiver is voluntary, that it has been carefully considered, and that the parties have consulted with counsel or have been advised they should do so in connection herewith. The covenants, consent and waiver contained in this Section 8.15 will not be deemed exclusive of any other rights to which Seller Group Law Firm is entitled whether pursuant to law, contract, or otherwise.

(b) All communications prior to the Closing between the Seller Group or Company, on the one hand, and Seller Group Law Firm, on the other hand, relating to the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby (the “Privileged Communications”) will be deemed to be attorney-client privileged and the expectation of client confidence relating thereto will survive Closing. From and after the Closing, (i) the Seller Group (and not Purchaser or Company) will be the sole holders of the attorney-client privilege with respect to such engagement, and none of Purchaser or Company will be a holder thereof, and (ii) Seller Group Law Firm will have no duty whatsoever to reveal or disclose any such attorney-client communications or files to Purchaser or Company by reason of any attorney-client relationship between Seller Group Law Firm and Company. Notwithstanding the foregoing, in the event that after Closing a dispute arising between Purchaser or Affiliates (including Company), on the one hand, and a third party other than any of the Seller Group, on the other hand, Purchaser and its Affiliates (including

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Company) may assert the attorney-client privilege to prevent disclosure of confidential information to such third party; provided, however, that neither Purchaser nor any of its Affiliates (including Company) may waive such privilege without the prior written consent of the Sellers’ Representative, which consent shall not be unreasonably withheld, conditioned or delayed. In the event that Purchaser or any of its Affiliates (including Company) is legally required to access or obtain a copy of all or a portion of the Privileged Communications, to the extent (x) permitted by applicable Law, and (y) advisable in the opinion of Purchaser’s counsel, then Purchaser shall immediately notify Sellers’ Representative in writing so that Seller can seek a protective order. In furtherance of the foregoing, each of the parties agrees that no waiver is intended by failing to remove all Privileged Communications from Company’s files and computer systems. Purchaser agrees that after Closing, none of Purchaser, Company, or their Affiliates will (A) access or review the Privileged Communications in connection with any action, litigation, claim, or dispute against or involving the Seller Group or (B) use or assert the Privileged Communications against the Seller Group in any action, litigation, claim, or dispute against or involving the Seller Group.

[Signature page follows]

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IN WITNESS WHEREOF, each party hereto has caused this Agreement to be duly executed by its authorized signatory as of the date first written above.

KEWAUNEE SCIENTIFIC CORPORATION
By:	/s/ Thomas D. Hull III
Name:	Thomas D. Hull III
Title:	President and Chief Executive Officer

[Signature Page toSecurities Purchase Agreement]

NU AIRE, INC.
By:	/s/ William F. Peters
Name: William F. Peters
Title:  President

[Signature Page toSecurities Purchase Agreement]

/s/ Richard A. Peters
Richard A. Peters, individually
/s/ William F. Peters
William F. Peters, individually
SELLERS’ REPRESENTATIVE
/s/ William F. Peters
William F. Peters, individually
RITA PETERS REVOCABLE TRUST
---	---
By:	/s/ Rita Peters
Name:	Rita Peters
Title:	Trustee
RICHARD A. PETERS IRREVOCABLE TRUST DATED MAY 18, 2020
By:	/s/ William F. Peters
Name:	William F. Peters
Title:	Trustee
RICHARD A. PETERS REVOCABLE TRUST
By:	/s/ Richard A. Peters
Name:	Richard A. Peters
Title:	Trustee

[Signature Page toSecurities Purchase Agreement]

KARAN A. PETERS REVOCABLE TRUST
By:	/s/ Karan A. Peters
Name:	Karan A. Peters
Title:	Trustee
WILLIAM F. PETERS 2023 IRREVOCABLE TRUST DATED DECEMBER 20, 2023
By:	/s/ Colleen Krall
Name:	Colleen Krall, formerly Colleen Peters
Title:	Trustee
WILLIAM F. PETERS REVOCABLE TRUST
By:	/s/ William F. Peters
Name:	William F. Peters
Title:	Trustee

[Signature Page toSecurities Purchase Agreement]

EXHIBIT A

Securities

A-1

EXHIBIT B

Illustrative Calculation of Adjusted Net Working Capital

B-1

EXHIBIT C

Form of Escrow Agreement

C-1

EXHIBIT D - 1

Form of Subordinated Promissory Note

D-1

EXHIBIT D - 2

Subordinated Promissory Note Amounts

D-2

EXHIBIT E

Form of Employment Agreement with William F. Peters

E-1

EXHIBIT F

Form of Retention Agreement

F-1

EX-4.1

Exhibit 4.1

Final Form

Exhibit D to SPA

THIS PROMISSORY NOTE IS SUBJECT TO THE TERMS OF THAT CERTAIN SUBORDINATION AGREEMENT, DATED AS OF THE DATE HEREOF (AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED IN WRITING FROM TIME TO TIME), BY AND AMONG PNC BANK, NATIONAL ASSOCIATION (“PNC”), KEWAUNEE SCIENTIFIC CORPORATION, AND [NAME OF SELLER] (THE “SUBORDINATION AGREEMENT”). NOTWITHSTANDING ANY CONTRARY STATEMENT CONTAINED IN THE WITHIN INSTRUMENT, NO PAYMENT ON ACCOUNT OF ANY OBLIGATION ARISING FROM OR IN CONNECTION WITH THE WITHIN INSTRUMENT OR ANY RELATED AGREEMENT (WHETHER OF PRINCIPAL, INTEREST OR OTHERWISE) SHALL BE MADE, PAID, RECEIVED OR ACCEPTED EXCEPT IN ACCORDANCE WITH THE TERMS OF SAID SUBORDINATION AGREEMENT.

FORM

SUBORDINATED PROMISSORY NOTE

$____________.00	November 1, 2024

FOR VALUE RECEIVED, the undersigned, Kewaunee Scientific Corporation, a Delaware corporation (“Purchaser”), hereby promises to pay to the order of [___________________, (“Seller”), the principal amount of ___________________________ and 00/100 Dollars ($__________.00)], or the amount that has been advanced to Purchaser in accordance with this Note, together with interest on so much of the principal balance of this promissory note (the “Note”) as may be outstanding and unpaid from time to time, compounded annually, at eight percent (8%) per annum (the “Interest Rate”). This Note is executed and delivered on this date in connection with that Securities Purchase Agreement dated November 1, 2024 by and among Purchaser, Nu Aire, Inc., a Minnesota corporation (“Company”), Seller, certain other sellers identified therein, and sellers’ representative identified therein (as amended, modified and in effect from time to time, the “SPA”). This Note is one of the “Subordinated Promissory Notes” aggregating $23,000,000 in original principal amount being issued on the date hereof pursuant to the SPA.

1. Payment of Interestand Principal . Interest shall accrue on the outstanding principal amount hereof, commencing on the date hereof and continuing until the date of payment in part or in full, at the Interest Rate. Interest shall be calculated on the basis of 365 days applied to the actual days on which there exists an unpaid balance under this Note. Purchaser shall make payments of accrued and unpaid interest on the anniversary date of each year (each an “Interest Payment Date”) prior to the Maturity Date (as defined below); subject, however, to all of the terms and provisions of Section 5 of this Note. Purchaser may at any time and from time to time prepay this Note in whole or in part without premium or penalty; subject, however, to all of the terms and provisions of Section 5 of this Note. All payments shall be made by wire transfer or ACH payment at the address of Seller given on Exhibit A attached hereto, or at such other address as Seller may designate for payments hereunder by notice given to Purchaser. The outstanding principal hereof and all accrued but unpaid interest hereunder, together with any PIK Amount (as defined below) and any other expenses or charges required hereunder or under the SPA, unless accelerated in accordance with the terms of this Note, shall be due and payable in full on November 1, 2027 (the “Maturity Date”).

2. PIK Interest . Notwithstanding any provision in this Note to the contrary, through the date the principal amount of this Note is repaid in full, in lieu of paying in cash the interest accrued to any Interest Payment Date, any accrued but unpaid interest shall be capitalized and added as of such Interest Payment Date to the principal amount of this Note (the “PIK Amount”). Such PIK Amount shall bear interest from the applicable Interest Payment Date at the same rate per annum and be payable in the same manner as in the case of the original principal amount of this Note and shall otherwise be treated as principal of this Note for all purposes. From and after each Interest Payment Date, the principal amount of this Note shall, without further action on the part of Seller, for the benefit of Seller, be deemed to be increased by the PIK Amount so capitalized and added to principal in accordance with the provisions hereof.

3. Prepayment. Purchaser may voluntarily prepay the principal of this Note, in whole or in part, from time to time without premium or penalty.

4. Security. This Note is secured by that certain Security Agreement dated as of the date hereof, by and between Purchaser and Seller.

5. Subordination . This Note is subject to the terms of the Subordination Agreement and all indebtedness, liabilities and obligations now or hereafter evidenced hereby is subordinated in all respects to all Senior Obligations (as defined in the Subordination Agreement) of Purchaser.

6. Representations and Warranties. Purchaser represents and warrants to Seller that:

(a) Purchaser is (i) duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and (ii) has the power and authority to execute, deliver and perform its obligations pursuant to this Note;

(b) this Note (i) has been duly authorized by all requisite corporate and, if required, stockholder action and (ii) will not (a) violate (A) any provision of law, statute, rule or regulation, (B) the certificate or articles of incorporation or other constitutive documents or by-laws of Purchaser, (C) any order of any governmental authority or (D) any provision of any indenture, agreement or other instrument to which Purchaser is a party or any of its property is or may be bound, or (b) be in conflict with, result in a breach of or constitute (alone or with notice or lapse of time or both) a default under, or give rise to any right to accelerate or to require the prepayment, repurchase or redemption of any obligation under any such indenture, agreement or other instrument;

(c) this Note has been duly executed and delivered by Purchaser and constitutes a legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws affecting the enforceability of creditor’s rights generally and to general principles of equity;

(d) no action, consent or approval of, registration or filing with or any other action by any governmental authority is or will be required in connection with the issuance of the Note except for such as have been made or obtained and are in full force and effect; and

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(e) immediately after the issuance of this Note, (i) the fair value of the assets of Purchaser, at a fair valuation, will exceed its debts and liabilities, subordinated, contingent or otherwise; (ii) the present fair saleable value of the property of Purchaser will be greater than the amount that will be required to pay the probable liability of its debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) Purchaser will be able to pay its debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) Purchaser will not have unreasonably small capital with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.

7. Default; Remedy .

(a) Subject to the provisions of Section 5, the occurrence of any one or more of the following events with respect to Purchaser shall constitute an event of default (“Event of Default”) hereunder:

(i) any default shall occur in the payment of (i) any principal when due and payable or (ii) any interest or other sums that are due or may become due hereunder at the time, place and manner provided herein and the same shall continue for a period of the longer of (A) any applicable cure period or (B) more than five (5) business days after written notice thereof to Purchaser (unless any such payment is prohibited by subordination provisions under Section 5);

(ii) (x) the occurrence of any default in the performance of, or breach of, any obligation or covenant of Purchaser with respect to this Note or any document related thereto or (y) any representation or warranty made hereunder is proven to have been false or misleading in any material respect as of the date hereof;

(iii) if Purchaser shall become insolvent or make an assignment for the benefit of creditors or if any governmental authority having the power to do so orders the seizure or liquidation of Purchaser’s assets or the cessation or suspension of its business operations;

(iv) the dissolution, merger or consolidation of Purchaser or the sale or transfer of any substantial portion of any of Purchaser’s assets, or if any agreement for such dissolution, merger or consolidation, sale or transfer is entered by into by Purchaser, without the prior written consent of Seller; or

(v) a default under the senior credit facilities or any other indebtedness for borrowed money (in excess of $2,500,000) that has resulted in an acceleration by the lender thereunder of the maturity of such indebtedness.

(b) Upon the occurrence of any one or more Events of Default, unless Seller elects otherwise, the entire unpaid principal balance under this Agreement and all accrued and unpaid interest (the “Default Amount”) shall be immediately due and payable without notice to Purchaser, and Seller may, immediately or at any time thereafter, exercise any or all of its rights and remedies thereunder or under any agreement or otherwise under

3

applicable law against Purchaser; provided, however, that Seller hereby acknowledges and agrees that any amount paid or to be paid to Seller as a result of the exercise of Seller’s remedies under this Section 7 shall remain subordinate and subject in right of payment to the Senior Obligations in accordance with the Subordination Agreement. Seller may exercise its rights and remedies in any order and may at its option, delay in or refrain from exercising some or all of its rights and remedies without prejudice thereto. Interest shall begin to accrue on the Default Amount at the Interest Rate plus four percent (4%) per annum.

(c) If a payment is ten (10) days or more late, Purchaser will be charged 5% of the unpaid portion of the regularly scheduled payment or Fifty Dollars ($50.00), whichever is greater, but in any event not to exceed the amount permitted by applicable law. This provision shall not be deemed to excuse a late payment or be deemed a waiver of any other rights Seller may have, including the right to declare the entire principal balance and interest immediately due and payable.

8. Waivers;Remedies . Purchaser and any sureties, endorsers or guarantors, hereby waive presentment for payment, demand, protest, notice of dishonor, notice of acceleration of maturity, and all defenses on the ground of extension of time for payment hereof, and agree to continue and remain bound for the payment of principal, interest and all other sums payable hereunder, notwithstanding any change or changes by way of release, surrender, exchange, or substitution of any security for this Note or by way of any extension of extensions of time for the payment of principal and interest; and all such parties waive all and every kind of notice of such change or changes and agree that the same may be made without notice to or consent of any of them. The rights and remedies of Seller as provided herein shall be cumulative and concurrent and may be pursued singularly, successively or together at the sole discretion of Seller, and may be exercised as often as occasion therefore shall occur, and the failure to exercise any such right or remedy shall in no event be construed as a waiver or release of the same. Purchaser shall be entitled to offset, setoff or recoup from any interest or principal or any other sums that are due or may become due hereunder, any indemnity amounts that are owed by Seller to Purchaser pursuant to the SPA.

Usury . Nothing herein contained, nor any transaction related hereto, shall be construed or so operate as to require Purchaser, or any party liable for payment of this Note, to pay interest at a greater rate than the maximum allowed by applicable law. Should any interest or other charges paid or payable by Purchaser, or any party liable for the payment of the Note, in connection herewith, result in the computation or earning of interest in excess of the maximum allowed by applicable law, then any and all such excess paid shall be automatically credited against and in reduction of the balance due under this Note, and the portion of said excess which exceeds the balance due under this Note shall be paid by the then Seller to Purchaser and parties liable for the payment of this Note.

10. Costs and Expenses . In addition to all principal and accrued interest on this Note, Purchaser agrees to pay (i) all reasonable costs and expenses incurred by Seller in connection with the enforcement of this Note and any document related thereto, including without limitation, all reasonable costs and expenses incurred by Seller in any probate, reorganization, bankruptcy or any other proceedings for the establishment or collection of any amount hereunder, or in collecting or enforcing this Note through any such proceedings; and (ii) reasonable attorneys’ fees actually incurred at the usual hourly rate of such attorneys when and if this Note is placed in the hands of an attorney for collection or enforcement after default, in each case subject to the terms of the Subordination Agreement.

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11. Binding Effect . This Note shall be binding upon and inure to the benefit of Seller hereof and his heirs and legal representatives. This Note shall be binding upon Purchaser and any successor to the principal business interests of Purchaser, whether by merger or otherwise.

12. Governing Law . The execution, delivery and performance of this Note shall be governed by and construed in accordance with the laws of the State of Delaware.

13. Lost Note. Upon delivery of an affidavit and indemnity in a form and substance reasonably satisfactory to Purchaser from Seller as to the loss, theft, destruction or mutilation of this Note and, in the case of mutilation hereof, upon surrender of the mutilated Note, Purchaser will make and deliver a new note in lieu of this Note.

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Executed as of the date first above written.

Kewaunee Scientific Corporation
By:
Name:	Thomas D. Hull III
Title:	President and Chief Executive Officer

Signature Page to Note

Exhibit A

WIRE TRANSFER OR ACH INSTRUCTIONS

Exhibit A to Note

EX-10.1

Exhibit 10.1

Execution Version

Loan Agreement

THIS LOAN AGREEMENT (the “Agreement”) is entered into as of November 1, 2024 (the “Effective Date”), between KEWAUNEE SCIENTIFIC CORPORATION, **** a Delaware corporation (the “Borrower”), with an address at 2700 West Front Street, P.O. Box 1842, Statesville, North Carolina 28677, and PNC BANK, NATIONAL ASSOCIATION (the **** “Bank”), with an address at 4720 Piedmont Row, Suite 200, Charlotte, North Carolina 28210.

WHEREAS, immediately before the Closing Date Acquisition (as hereinafter defined), the Sellers (as hereinafter defined) own all of the issued and outstanding Equity Interests (as hereinafter defined) of Nu Aire, Inc., a Minnesota corporation (“Nu Aire”);

WHEREAS, upon consummation of the Closing Date Acquisition, the Borrower will own all of the issued and outstanding Equity Interests of Nu Aire; and

WHEREAS, the Borrower has requested that the Bank commit to make loans and advances and extensions of credit to it, and the Bank is willing to do so upon and subject to the terms and conditions set forth herein.

NOW, THEREFORE, The Borrower and the Bank, incorporating the recitals of fact set forth above and with the intent to be legally bound, agree as follows:

1. Loan . The Bank has made or may make one or more loans ( each, a “Loan” and collectively, the “Loans”) to the Borrower subject to the terms and conditions and in reliance upon the representations and warranties of the Borrower set forth in this Agreement. Each Loan shall be used for business purposes (and not for personal, family or household use) and is or will be evidenced by a promissory note or notes of the Borrower and all renewals, extensions, amendments and restatements thereof (collectively, the “Notes”) acceptable to the Bank, which shall set forth the interest rate, repayment and other provisions of the respective Loan, the terms of which are incorporated into this Agreement by reference.

The Loans governed by this Agreement shall include the Loans specifically described below, if any, and any additional lines of credit or term loans that the Bank has made or may, in its sole discretion, make to the Borrower in the future.

1.1. Line of Credit . One of the Loans governed by this Agreement is a committed senior secured revolving line of credit facility under which the Borrower may request and the Bank will make advances to the Borrower from time to time, and the Borrower may borrow, repay, and reborrow, subject to the terms and conditions of this Agreement and the Revolving Line of Credit Note dated of even date herewith (the “Line of Credit Note”), until the Expiration Date, in an aggregate amount outstanding at any time not to exceed $20,000,000.00, with an option to increase the facility upon request by the Borrower and approval by the Bank, in its discretion, by an additional $10,000,000 (the “Line of Credit”). The “Expiration Date” shall have the meaning set forth in the Line of Credit Note. The Borrower acknowledges and agrees that in no event will the Bank be under any obligation to extend or renew the Line of Credit beyond the Expiration Date. In no event shall the aggregate unpaid principal amount of advances under the Line of Credit exceed the maximum amount of the Line of Credit. All advances and other credit extensions under the Line of Credit will be used by the Borrower for (i) a portion of the consideration for the Closing Date Acquisition on the Effective Date, (ii) prepayments of principal and interest under the Subordinated Seller Notes after the Effective Date, provided that the conditions for such prepayment set forth in Section 5.10(a) shall have been met, and (iii) working capital or other general business purposes of the Borrower.

1.1.1. The Line of Credit will include an investment and borrowing sweep feature on the terms and conditions of a Line of Credit and Investment Sweep Rider (the “Sweep Rider”) to be executed and delivered by the Borrower to the Bank, in form and substance satisfactory to the Bank, the terms of which are hereby incorporated herein by reference. The Sweep Rider will remain in effect until such time (if any) as it is terminated in accordance with its terms.

1.2. Term Loan . One of the Loans governed by this Agreement is a term loan in the principal amount of $15,000,000.00 (the **** “Term Loan”). The proceeds of the Term Loan will be used to finance a portion of the consideration for the Closing Date Acquisition on the Effective Date. The obligation of the Borrower to repay the Term Loan shall be evidenced by that certain Term Note of the Borrower dated of even date herewith (the “Term Note”) in the principal amount of $15,000,000.00.

1.3. Closing Commitment Fee . On or before the Effective Date, the Borrower will pay to the Bank a non-refundable commitment fee in an amount equal to $52,500.00 (the “Closing Commitment Fee”).

1.4. Unused Fee . The Borrower will pay to the Bank an Unused Fee (as defined in the Line of Credit Note) in such amounts and at such times described in the Line of Credit Note.

2. Security . The security for repayment of the Obligations (as defined herein) shall include but not be limited to the collateral, guaranties and other documents heretofore, contemporaneously or hereafter executed and delivered to the Bank (the “Security Documents”), which shall secure repayment of the Loans and all other loans, advances, debts, liabilities, obligations, covenants and duties owing by the Borrower or the Guarantors to the Bank or to any other direct or indirect subsidiary of The PNC Financial Services Group, Inc. of any kind or nature, present or future (including any interest accruing thereon after maturity or after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding relating to Borrower or any Guarantor under the Loan Documents, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding), whether direct or indirect (including those acquired by assignment or participation), absolute or contingent, joint or several, due or to become due, now existing or hereafter arising, whether or not (i) evidenced by any note, guaranty or other instrument, (ii) arising under any agreement, instrument or document executed in connection with the Loan Documents, (iii) for the payment of money under the Loan Documents, (iv) arising by reason of an extension of credit, opening of a letter of credit, loan, equipment lease or guarantee under the Loan Documents, (v) under any interest or currency swap, future, option or other interest rate protection or similar agreement (but shall not include any Excluded Hedge Liabilities), (vi) under or by reason of any foreign currency transaction, forward, option or other similar transaction providing for the purchase of one currency in exchange for the sale of another currency, or in any other manner, (vii) liabilities to the Bank under any PNC-Provided Interest Rate Hedge, but shall not include the liabilities to other Persons under any other Interest Rate Hedge, **** or (viii) arising out of overdrafts on deposit or other accounts or out of electronic funds transfers (whether by wire transfer or through automated clearing houses or otherwise) or out of the return unpaid of, or other failure of the Bank to receive final payment for, any check, item, instrument, payment order or other deposit or credit to a deposit or other account, or out of the Bank’s non-receipt of or inability to collect funds or otherwise not being made whole in connection with depository or other similar arrangements; and any amendments, extensions, renewals and increases of or to any of the foregoing, and all reasonable costs and expenses of the Bank incurred in the documentation, negotiation, modification, enforcement, collection and otherwise in connection with any of the foregoing, including reasonable and documented out-of-pocket attorneys’ fees and expenses (hereinafter referred to collectively as the “Obligations”). Unless expressly provided to the contrary in documentation for any other loan or loans, it is the express intent of the Bank and the Borrower that all Obligations including those included in the Loans be cross-collateralized and cross-defaulted, such that collateral securing any of the Obligations shall secure repayment of all Obligations and a default under any Obligation shall be a default under all Obligations.

This Agreement, the Notes, the Security Documents, the Subordination Agreements, and all other agreements and documents executed and/or delivered pursuant or subject hereto, as each may be amended, modified, extended or renewed from time to time, are collectively referred to as the “Loan Documents.” **** Capitalized terms not defined herein shall have the meanings set forth on the Addendum I attached hereto and incorporated herein by reference, or as ascribed to them in the Loan Documents.

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3. Representations and Warranties . The Borrower hereby makes the following representations and warranties, which shall be continuing in nature and remain in full force and effect until the Obligations are paid in full, and which shall be true and correct except as otherwise set forth on the Addendum II attached hereto and incorporated herein by reference:

3.1. Existence, Power and Authority . Each of the Borrower and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the State of its incorporation or organization and has the power and authority to own and operate its assets and to conduct its business as now or proposed to be carried on, and is duly qualified, licensed and in good standing to do business in all jurisdictions where its ownership of property or the nature of its business requires such qualification or licensing. Each of the Borrower and the Loan Parties is duly authorized to execute and deliver the Loan Documents, all necessary action to authorize the execution and delivery of the Loan Documents has been properly taken, and the Borrower is and will continue to be duly authorized to borrow under this Agreement and each of the Borrower and the Loan Parties is and will continue to be duly authorized to perform all of the other terms and provisions of the Loan Documents.

3.2. Financial Statements . The Loan Parties have delivered or caused to be delivered to the Bank their most recent Financial Statements (as defined herein). The Financial Statements are true, complete and accurate in all material respects and fairly present, on a consolidated basis, the Loan Parties’ and their Subsidiaries’ financial condition, assets and liabilities, whether accrued, absolute, contingent or otherwise and the results of the Loan Parties’ and their Subsidiaries’ operations for the period specified therein. The Financial Statements have been prepared in accordance with the Applicable Accounting Standards. As used herein, “Applicable Accounting Standards” shall mean generally accepted accounting principles in effect from time to time (“GAAP”), consistently applied from period to period, subject in the case of interim statements to normal year-end adjustments and to any comments and notes acceptable to the Bank in its sole discretion; and “Financial Statements” shall mean for the Borrower and its Subsidiaries, consolidated and, if required by the Bank in its sole discretion, consolidating balance sheets and statements of income and cash flows for the year, month or quarter together with year-to-date figures and comparative figures for the corresponding periods of the prior year, prepared in accordance with the Applicable Accounting Standards, consistently applied from period to period.

3.3. No Material Adverse Change . Since the date of the most recent Financial Statements, neither the Borrower nor any of its Subsidiaries has suffered any damage, destruction or loss, and no event or condition has occurred or exists, which has resulted or could result in a Material Adverse Change in their business, assets, operations, condition (financial or otherwise) or results of operation.

3.4. Binding Obligations . Each of the Loan Parties have the full power and authority to enter into the transactions provided for in this Agreement and has been duly authorized to do so by appropriate action of its Board of Directors, shareholders, members, or managers (as applicable) or otherwise as may be required by law, charter, other organizational documents or agreements; and the Loan Documents, when executed and delivered by the Loan Parties, will constitute the legal, valid and binding obligations of the Loan Parties enforceable in accordance with their terms.

3.5. No Defaults or Violations . There does not exist any Event of Default (as hereinafter defined) under this Agreement, or any default or violation by any Loan Party of or under any of the terms, conditions or obligations of (i) its articles or certificate of incorporation, regulations and bylaws, or its other organizational documents as applicable; (ii) any indenture, mortgage, deed of trust, franchise, permit, contract, agreement, or other instrument to which it is a party or by which it is bound; or (iii) any law, ordinance, regulation, ruling, order, injunction, decree, condition or other requirement applicable to or imposed upon it by any law, the action of any court or any governmental authority or agency; and the consummation of this Agreement and the transactions set forth herein will not result in any such default, Event of Default or violation.

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3.6. Title to Assets . Each of the Loan Parties has good and marketable title to the assets reflected on the most recent Financial Statements, free and clear of all liens and encumbrances, except for (i) liens in favor of the Bank; (ii) current taxes and assessments not yet due and payable; (iii) assets disposed of by such Loan Party in the ordinary course of business since the date of the most recent Financial Statements; and (iv) those liens or encumbrances, if any, specified on Addendum II.

3.7. Litigation . There are no actions, suits, proceedings or governmental investigations pending or, to the knowledge of the Borrower, threatened against the Borrower or any of its Subsidiaries, which could result in a Material Adverse Change in its business, assets, operations, condition (financial or otherwise) or results of operations and there is no basis known to the Borrower for any action, suit, proceeding or investigation which could result in such a Material Adverse Change. All pending and threatened litigation against the Borrower and its Subsidiaries is listed on Addendum II.

3.8. Tax Returns . Each of the Borrower and its Subsidiaries has filed all returns and reports that are required to be filed by it in connection with any federal, state or local tax, duty or charge levied, assessed or imposed upon it or its property or withheld by it, including income, unemployment, social security and similar taxes, and all of such taxes have been either paid or adequate reserves or other provision has been made therefor.

3.9. Employee Benefit Plans . Each employee benefit plan as to which the Borrower or any of its Subsidiaries may have any liability complies in all material respects with all applicable provisions of the Employee Retirement Income Security Act of 1974 (as amended from time to time, “ERISA”), including minimum funding requirements, and (i) no Prohibited Transaction (as defined under ERISA) has occurred with respect to any such plan; (ii) no Reportable Event (as defined under Section 4043 of ERISA) has occurred with respect to any such plan which would cause the Pension Benefit Guaranty Corporation to institute proceedings under Section 4042 of ERISA; (iii) Neither the Borrower nor any of its Subsidiaries has withdrawn from any such plan or initiated steps to do so; and (iv) no steps have been taken to terminate any such plan.

3.10. Environmental Matters . Each of the Borrower and its Subsidiaries is in compliance, in all material respects, with all Environmental Laws (as hereinafter defined), including, without limitation, all Environmental Laws in jurisdictions in which the Borrower or any of its Subsidiaries owns or operates, or has owned or operated, a facility or site, stores Collateral, arranges or has arranged for disposal or treatment of hazardous substances, solid waste or other waste, accepts or has accepted for transport any hazardous substances, solid waste or other wastes or holds or has held any interest in real property or otherwise. Except as otherwise disclosed on Addendum II, no litigation or proceeding arising under, relating to or in connection with any Environmental Law is pending or, to the best of the Borrower’s knowledge, threatened against the Borrower or any of its Subsidiaries, any real property in which the Borrower or any of its Subsidiaries holds or has held an interest or any past or present operation of the Borrower or its Subsidiaries. No release, threatened release or disposal of hazardous waste, solid waste or other wastes is occurring, or to the best of the Borrower’s knowledge has occurred, on, under or to any real property in which the Borrower or any of its Subsidiaries holds or has held any interest or performs or has performed any of its operations, in violation of any Environmental Law. As used in this Section, “litigation or proceeding” means any demand, claim notice, suit, suit in equity, action, administrative action, investigation or inquiry whether brought by a governmental authority or other Person, and “EnvironmentalLaws” means all provisions of laws, statutes, ordinances, rules, regulations, permits, licenses, judgments, writs, injunctions, decrees, orders, awards and standards promulgated by any governmental authority concerning health, safety and protection of, or regulation of the discharge of substances into, the environment.

3.11. IntellectualProperty . Each of the Borrower and its Subsidiaries owns or is licensed to use all patents, patent rights, trademarks, trade names, service marks, copyrights, intellectual property, technology, know-how and processes necessary for the conduct of its business as currently conducted that are material to the condition (financial or otherwise), business or operations of the Borrower and its Subsidiaries.

3.12. Regulatory Matters . No part of the proceeds of any Loan will be used for “purchasing” or “carrying” any “margin stock” within the respective meanings of each of the quoted terms under Regulation U of the Board of Governors of the Federal Reserve System as now and from time to time in effect or for any purpose which violates the provisions of the Regulations of such Board of Governors.

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3.13. Solvency . As of the date hereof and after giving effect to the transactions contemplated by the Loan Documents, (i) the aggregate value of each Loan Party’s assets will exceed its liabilities (including contingent, subordinated, unmatured and unliquidated liabilities); (ii) each Loan Party will have sufficient cash flow to enable it to pay its debts as they become due; and (iii) each Loan Party will not have unreasonably small capital for the business in which it is engaged.

3.14. Disclosure . None of the Loan Documents contains or will contain any untrue statement of material fact or omits or will omit to state a material fact necessary in order to make the statements contained in this Agreement or the Loan Documents not misleading. There is no fact known to the Borrower which results in a Material Adverse Change or, so far as the Borrower can now foresee, might result in a Material Adverse Change to the business, assets, operations, condition (financial or otherwise) or results of operation of the Borrower and its Subsidiaries, and which has not otherwise been fully set forth in this Agreement or in the Loan Documents.

3.15. Beneficial Owners . If the Borrower is or was required to execute and deliver to the Bank a Certification of Beneficial Owner(s) (individually and collectively, as updated from time to time, the “Certification of Beneficial Owners”), the information in the Certification of Beneficial Owners, as updated from time to time in accordance with this Agreement, is true, complete and correct as of the date thereof, as of the date hereof and as of the date any such update is delivered to the Bank. The Borrower acknowledges and agrees that the Certification of Beneficial Owners is a Loan Document.

3.16. Anti-Corruption Laws and International Trade Laws;Anti-Money Laundering Laws; Certain Definitions . Each Covered Entity, and its directors and officers, and each employee, agent or affiliate acting on behalf of such Covered Entity: (a) is not a Sanctioned Person; (b) does not do any business in or with, or derive any of its operating income from direct or indirect investments in or transactions involving, any Sanctioned Jurisdiction or Sanctioned Person; and (c) is not in violation of, and has not, during the past five (5) years, directly or indirectly, taken any act that could cause any Covered Entity to be in violation of, applicable International Trade Laws or Anti-Corruption Laws.

No Covered Entity nor any of its directors, officers, employees, or to the knowledge of the Borrower, any agents or affiliates acting on behalf of any Covered Entity has, during the past five (5) years, received any notice or communication from any Person that alleges, or been involved in an internal investigation involving any allegations relating to, potential violation of any International Trade Laws or Anti-Corruption Laws, or received a request for information from any Official Body regarding International Trade Law matters or Anti-Corruption Law matters. There is no Blocked Property pledged as Collateral.

3.17. Closing Date Acquisition . All conditions precedent to the Closing Date Acquisition shall have been met (or waived with the consent of the Bank).

3.18. Subordination of Subordinated Debt . The Line of Credit, the Term Loan, and all other Obligations of the Loan Parties to the Bank under this Agreement and all other Loan Documents, and all amendments, modifications, extensions, renewals, refinancings or refundings of any of the foregoing, constitute “Senior Obligations” of the Loan Parties within the meaning of the Subordination Agreements, and the holders thereof from time to time shall be entitled to all of the rights of a holder of “Senior Obligations” pursuant to the Subordination Agreements.

3.19. Subsidiaries and Owners; Investment Companies . All of the Equity Interests in the Borrower outstanding have been duly authorized and validly issued and are fully paid and non-assessable. Addendum II states (a) the name of each of the Borrower’s Subsidiaries, its jurisdiction of organization and the amount, percentage and type of Equity Interests in such Subsidiary, (b) the name of each holder of a Subsidiary Equity Interest in each subsidiary, and the amount thereof, and (c) any options, warrants or other rights outstanding to purchase any such Equity Interests referred to in clause (a) or (b). The Borrower and each Subsidiary of the Borrower has good and marketable title to all of the Equity Interests in its Subsidiaries that it purports to own, free and clear in each case of any Lien and all such Equity Interests have been duly authorized and validly issued, and are fully paid and

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nonassessable. None of the Loan Parties or Subsidiaries of any Loan Party have any equity investment in another entity not disclosed also on Addendum II. None of the Loan Parties or Subsidiaries of any Loan Party is an “investment company” registered or required to be registered under the Investment Company Act of 1940 or under the “control” of an “investment company” as such terms are defined in the Investment Company Act of 1940 and shall not become such an “investment company” or under such “control.” As of the Effective Date and upon giving effect to the Closing Date Acquisition, Nu Aire is the sole Material Domestic Subsidiary of the Borrower.

4. Affirmative Covenants . The Borrower agrees that from the date of execution of this Agreement until all Obligations have been paid in full and any commitments of the Bank to the Borrower have been terminated, the Borrower will, and will cause its Subsidiaries to:

4.1. Books and Records . Maintain books and records in accordance with the Applicable Accounting Standards and subject to Section 10.13 give representatives of the Bank access thereto at all reasonable times, including permission to examine, copy and make abstracts from any of such books and records and such other information as the Bank may from time to time reasonably request, and the Borrower and its Subsidiaries will make available to the Bank for examination copies of any reports, statements and returns which the Borrower or any of its Subsidiaries may make to or file with any federal, state or local governmental department, bureau or agency.

4.2. Financial Reporting . Deliver or cause to be delivered to the Bank the Financial Statements, reports and certifications, if any, set forth below:

(a) Interim FinancialStatements . Within forty-five (45) days after the end of each **** quarter, the Borrower’s consolidated and consolidating Financial Statements for such period, in reasonable detail, certified by an authorized officer of the Borrower and prepared in accordance with the Applicable Accounting Standards, consistently applied from period to period.

(b) Annual Financial Statements . Within ninety (90) days after the end of each fiscal year, the Borrower’s annual consolidated and consolidating Financial Statements (or, so long as the Borrower shall be subject to periodic reporting obligations under the Securities and Exchange Commission, by the date that the Annual Report on Form 10-K of the Borrower for such fiscal year would be required to be filed under the rules and regulations of the Securities and Exchange Commission, giving effect to any automatic extension available thereunder for the filing of such form). The Financial Statements will be prepared on an audited basis in accordance with the Applicable Accounting Standards by an independent certified public accountant selected by the Borrower and reasonably satisfactory to the Bank. Audited Financial Statements shall contain the unqualified opinion of an independent certified public accountant and all accountant examinations shall have been made in accordance with the Applicable Accounting Standards consistently applied from period to period.

(c) Budget . Within sixty (60) days after the end of each fiscal year, the Borrower’s annual budget to include balance sheet, income statement, and statement of cash flows of the Borrower, in form and substance reasonably satisfactory to the Bank.

(d) Accounts Receivable and Accounts Payable Agings . Within forty-five (45) days following the end of each quarter, the Borrower’s and Guarantors’ detailed schedule of accounts receivable and accounts payable aging analysis, in form and substance reasonably satisfactory to the Bank.

(e) Inventory Report . Within forty-five (45) days following the end of each quarter, a report of the Borrower’s and Guarantors’ inventory in form and substance reasonably satisfactory to the Bank, as established either by a recent physical inventory count (per the Borrower’s normal bi-annual physical inventory counts and the Guarantors’ annual physical inventory count) or by a conventional inventory roll forward for interim periods, including, without limitation, a list of the locations owned or leased by the Loan Parties (as applicable) where such inventory is located.

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(f) Backlog Report . Within forty-five (45) days following the end of each quarter, Borrower’s and Guarantors’ quarterly backlog report, in form and content reasonably satisfactory to the Bank.

(g) Compliance Certificate . Together with each of the interim **** and annual Financial Statements required to be delivered for the Borrower under this Agreement, a certificate, certifying compliance with all applicable financial covenants (containing detailed calculations of such financial covenants) for the period then ended, whether any Event of Default exists, and, if so, the nature thereof and the corrective measures the Borrower proposes to take with respect to such Event of Default. Such certificate shall be duly executed by, either the Chief Financial Officer, another responsible senior financial officer or an authorized officer of the Borrower.

(h) Miscellaneous . Such other information about Borrower’s or any Subsidiary’s financial condition, properties and operations as and when reasonably requested by the Bank, from time to time.

4.3. Payment of Taxes and Other Charges . Pay and discharge when due all indebtedness and all taxes, assessments, charges, levies and other liabilities imposed upon the Borrower and its Subsidiaries, its income, profits, property or business, except those which currently are being contested in good faith by appropriate proceedings and for which the Borrower shall have set aside adequate reserves or made other adequate provision with respect thereto acceptable to the Bank in its sole discretion.

4.4. Maintenance of Existence, Operation and Assets . Do all things necessary to (i) maintain, renew and keep in full force and effect its organizational existence and all rights, permits and franchises necessary to enable it to continue its business as currently conducted; (ii) continue in operation in substantially the same manner as at present; (iii) keep its properties in good operating condition and repair; and (iv) make all necessary and proper repairs, renewals, replacements, additions and improvements thereto.

4.5. Insurance . Maintain, with financially sound and reputable insurers, insurance with respect to its property and business against such casualties and contingencies, of such types and in such amounts, as is customary for established companies engaged in the same or similar business and similarly situated. In the event of a conflict between the provisions of this Section and the terms of any Security Documents relating to insurance, the provisions in the Security Documents will control. Upon request by the Bank, the Borrower shall promptly deliver evidence of insurance coverage maintained by Borrower and its Subsidiaries pursuant to the terms of the Loan Documents, including the total amount of such policies and the amount of all deductibles under such policies, naming the Bank as lender loss payee or additional insured, as appropriate, in form and substance reasonably acceptable to the Bank.

4.6. Compliance with Laws . Comply with all laws applicable to the Borrower and its Subsidiaries, and to the operation of their respective businesses (including without limitation any statute, ordinance, rule or regulation relating to employment practices, pension benefits or environmental, occupational and health standards and controls).

4.7. Bank Accounts . Establish and maintain at the Bank the Loan Parties’ primary depository accounts.

4.8. Financial Covenants . Comply with all of the financial covenants, set forth below:

(a) Senior Funded Bank Debt to EBITDA . The Borrower will maintain on a consolidated basis at all times a ratio of Senior Funded Bank Debt to EBITDA of less than 2.50 to 1.00, measured as of the end of each fiscal quarter of the Borrower.

(b) Fixed Charge Coverage Ratio . The Borrower will maintain on a consolidated basis as of the end of each fiscal quarter, on a rolling four quarter basis, a Fixed Charge Coverage Ratio of at least 1.20 to 1, measured as of the end of each fiscal quarter of the Borrower.

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All of the above financial covenants shall be computed and determined in accordance with the Applicable Accounting Standards applied on a consistent basis (subject to normal year-end adjustments).

4.9. Additional Reports . Provide prompt written notice to the Bank of the occurrence of any of the following (together with a description of the action which the Borrower proposes to take with respect thereto): (i) any (x) Event of Default or any event, act or condition which, with the passage of time or the giving of notice, or both, would constitute an Event of Default under any of the Loan Documents or (y) default, “event of default” or any comparable term under the Closing Date Acquisition Agreement; (ii) any litigation filed by or against the Borrower or any Subsidiary which could result in a Material Adverse Change in the business, assets, operations, condition (financial or otherwise) or results of operation of the Borrower; (iii) any Reportable Event or Prohibited Transaction with respect to any Employee Benefit Plan(s) (as defined in ERISA) or (iv) any event which could result in a Material Adverse Change in the business, assets, operations, condition (financial or otherwise) or results of operation of the Borrower.

4.10. Certification of Beneficial Owners and Other Additional Information . Provide: (i) such information and documentation as may reasonably be requested by the Bank from time to time for purposes of compliance by the Bank with applicable laws (including without limitation the USA PATRIOT Act and other “know your customer” and anti-money laundering rules and regulations), and any policy or procedure implemented by the Bank to comply therewith; and (ii) if the Borrower is or was required to deliver a Certification of Beneficial Owners to the Bank, (a) confirmation of the accuracy of the information set forth in the most recent Certification of Beneficial Owners provided to the Bank, as and when requested by the Bank; and (b) a new Certification of Beneficial Owners in form and substance acceptable to the Bank when the individual(s) identified as a controlling party and/or a direct or indirect individual owner on the most recent Certification of Beneficial Owners provided to the Bank have changed.

4.11. Compliance with Anti-Corruption Laws; Anti-Money Laundering Laws and International Trade Laws . (a) Immediately notify the Bank in writing upon the occurrence of a Reportable Compliance Event; (b) immediately provide substitute Collateral to the Bank if, at any time, any Collateral becomes Blocked Property; and (c) conduct its business in compliance with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and International Trade Laws and maintain in effect policies and procedures reasonably designed to ensure compliance with all applicable Anti-Corruption Laws, Anti-Money Laundering Laws and International Trade Laws by each Covered Entity, and its directors and officers, and any employee, agent or affiliate acting on behalf of such Covered Entity in connection with this Agreement.

4.12. Additional Subsidiaries; Further Assurances; Acquisitions and Investments.

(a) Additional Material Domestic Subsidiaries . Promptly after the creation or acquisition of any Material Domestic Subsidiary (and, in any event, within thirty (30) days after such creation or acquisition, as such time period may be extended by the Bank in its sole discretion) cause such Material Domestic Subsidiary to (i) become a Guarantor and grant a security interest in all personal and/or real property of such Material Domestic Subsidiary (subject to the exceptions specified in the Security Documents) owned by such Subsidiary by delivering to the Bank such documents as the Bank shall deem appropriate for such purpose, (ii) deliver to the Bank such opinions, documents and certificates referred to in Section 7.1 as may be reasonably requested by the Bank, (iii) deliver to the Bank such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Material Domestic Subsidiary, and (iv) deliver to the Bank such other documents as may be reasonably requested by the Bank, all in form, content and scope reasonably satisfactory to the Bank.

(b) Additional Foreign Subsidiaries . Notify the Bank promptly after any Person becomes a direct Foreign Subsidiary of the Borrower or a Domestic Subsidiary (a “First Tier Foreign Subsidiary”), and promptly thereafter (and, in any event, within thirty (30) days after such notification, as such time period may be extended by the Bank in its sole discretion), cause (i) the applicable Loan Party to deliver to the Bank Security Documents pledging sixty-six percent (66%) of the total outstanding voting Equity Interests (and one hundred

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percent (100%) of the non-voting Equity Interests) of any such new First Tier Foreign Subsidiary and a consent thereto executed by such new First Tier Foreign Subsidiary (including, without limitation, if applicable, original certificated Equity Interests (or the equivalent thereof pursuant to the applicable Laws and practices of any relevant foreign jurisdiction) evidencing the Equity Interests of such new First Tier Foreign Subsidiary, together with an appropriate undated stock or other transfer power for each certificate duly executed in blank by the registered owner thereof), (ii) such applicable Loan Party to deliver to the Bank such opinions, documents and certificates referred to in Section 7.1 as may be reasonably requested by the Bank, and (iii) such applicable Loan Party to deliver to the Bank such other documents as may be reasonably requested by the Bank, all in form, content and scope reasonably satisfactory to the Bank.

(c) Further Assurances . The Borrower shall, and shall cause each Loan Party to, from time to time, at its expense, faithfully preserve and protect the Bank’s Lien on Collateral and all other personal property of the Loan Parties whether now owned or hereafter acquired as a continuing first priority perfected Lien, and shall do such other acts and things as the Bank in its sole discretion may deem necessary or advisable from time to time in order to preserve, perfect and protect the Liens granted under the Loan Documents and to exercise and enforce its rights and remedies thereunder with respect to the Collateral.

(d) Notice of Acquisitionsand Investments . The Borrower shall provide, no later than five (5) Business Days prior to the date of consummation thereof, notice to the Bank of any Acquisition or Investment to be made by a Loan Party for consideration in excess of $1,000,000, along with a description, in reasonable detail, of the material terms and conditions of such Acquisition or Investment.

4.13. Post-Closing Matters . Within the applicable time period specified therefore in the Post-Closing Letter Agreement (or by such later date as the Bank may agree in its sole discretion), do, or cause to be done, those certain action(s) specified in the Post-Closing Letter Agreement.

5. Negative Covenants . The Borrower covenants and agrees that from the date of this Agreement until all Obligations have been paid in full and any commitments of the Bank to the Borrower have been terminated, the Borrower will not, and will cause its Subsidiaries to not, without the Bank’s prior written consent:

5.1. Indebtedness . Create, incur, assume or suffer to exist any indebtedness for borrowed money other than:

(i) the Loans and any subsequent indebtedness to the Bank; and

(ii) open account trade debt incurred in the ordinary course of business and not past due; and

(iii) indebtedness in respect of purchase money financings of personal property not to exceed, in the aggregate, $1,000,000.00;

(iv) Subordinated Debt; and

(v) indebtedness incurred by the Indian Subsidiaries solely in connection with the Indian Business.

5.2. Liens and Encumbrances . Except as provided in Section 3.6, create, assume, incur or permit to exist any mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any of its property, now owned or hereafter acquired, or acquire or agree to acquire any kind of property subject to any conditional sales or other title retention agreement, except (i) liens on the assets purchased with purchase money indebtedness permitted pursuant to Section 5.1(iii) above and (ii) liens securing indebtedness permitted pursuant to Section 5.1(v) above.

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5.3. Guarantees . Guarantee, endorse or become contingently liable for the obligations of any person, firm, corporation or other entity, except (i) in connection with the endorsement and deposit of checks for collection in the ordinary course of business and (ii) guarantees made by an Indian Subsidiary solely in connection with indebtedness permitted pursuant to Section 5.1(v) above.

5.4. Investments . Other than with respect to the Closing Date Acquisition, purchase or hold beneficially any stock, other securities or evidence of indebtedness of, or make or have outstanding, any loans or advances to, or otherwise extend credit to, or make any investment or acquire any interest whatsoever in, any other person, firm, corporation or other entity (including, without limitation, the creation or acquisition of any Subsidiary) (collectively, “Investments”), except (i) Investments disclosed on the Borrower’s Financial Statements that have been provided to the Bank on or before the Effective Date, (ii) Investments made after the Effective Date, provided that each such Investment does not exceed $5,000,000, and both before and after giving effect to each such Investment (A) the Borrower is in pro forma compliance with the financial covenants set forth in Section 4.8 and (B) no Event of Default has occurred and is continuing or would result therefrom, (iii) Investments made by an Indian Subsidiary solely in connection with the Indian Business, or (iv) that are otherwise acceptable to the Bank in its sole discretion.

5.5. Merger or Transfer of Assets . Liquidate or dissolve, or merge or consolidate with or into any person, firm, corporation or other entity, or sell, lease, transfer or otherwise dispose of all or a substantial part of its property, assets, operations or business, whether now owned or hereafter acquired, except to the extent conducted by an Indian Subsidiary solely in connection with the Indian Business.

5.6. Change in Business, Management or Ownership . Make or permit, nor shall any Guarantor or grantor under the Security Documents make or permit, any change in (i) its form of organization, including a division into two or more entities; or (ii) the nature of its business as carried on as of the date hereof, except to the extent effected or permitted by an Indian Subsidiary solely in connection with the Indian Business.

5.7. Restricted Payments . Declare or pay any dividends on or make any distribution with respect to any class of its equity or ownership interest, or purchase, redeem, retire or otherwise acquire any of its equity (collectively, “Restricted Payments”), except (i) solely and directly in connection with the Issuance Right (as defined in the Subordinated Seller Documents) exercised by the holders of the Subordinated Seller Notes and (ii) Restricted Payments made after the Effective Date, provided that both before and after giving effect to each such Restricted Payment (A) the Borrower is in pro forma compliance with the financial covenants set forth in Section 4.8 and (B) no Event of Default has occurred and is continuing or would result therefrom.

5.8. Acquisitions . Make acquisitions of all or substantially all of the property or assets of any person, firm, corporation or other entity (collectively, “Acquisitions”) without the prior written consent of the Bank, which may be withheld or conditioned in its sole discretion, other than (i) the Closing Date Acquisition, (ii) Acquisitions made after the Effective Date, provided that each such Acquisition does not exceed $5,000,000, and both before and after giving effect to each such Acquisition (A) the Borrower is in pro forma compliance with the financial covenants set forth in Section 4.8 and (B) no Event of Default has occurred and is continuing or would result therefrom, and (iii) any Acquisition made by an Indian Subsidiary solely in connection with the Indian Business.

5.9. Anti-Corruption Laws; Anti-Money Laundering Laws; International Trade Laws . (I) Do any of the following, nor permit any of its directors, officers, employees, agents or affiliates acting on behalf of any Loan Party in connection with this Agreement, nor such Loan Party’s Subsidiaries to (a) become a Sanctioned Person; (b) directly or indirectly provide, use, or make available the proceeds of any Loan hereunder (i) to fund any activities or business of, with, or for the benefit of any Person that, at the time of such funding or facilitation, is a Sanctioned Person, (ii) to fund or facilitate any activities or business of or in any Sanctioned Jurisdiction, (iii) in any manner that could result in a violation by any Person (including the Bank) of Anti-Corruption Laws, Anti-Money Laundering Laws or International Trade Laws or (iv) in violation of any applicable Law, including, without limitation, any applicable Anti-Corruption Law, Anti-Money Laundering Law or International Trade Law; (c) repay any Loan with Blocked Property or funds derived from any unlawful activity; or (d) permit any Collateral to become Blocked Property; nor (II) directly or indirectly provide, use, or make available the proceeds of any Loan hereunder to any such Loan Party’s subsidiaries that is not party to this Agreement.

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5.10. Subordinated Debt.

(a) Payments of Subordinated Debt . Make or agree or offer to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Subordinated Debt, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Subordinated Debt, except: (i) payments of principal at maturity and payments of regularly scheduled principal, interest and fees as and when due in respect of such Subordinated Debt, so long as (x) such payments are not prohibited by the applicable subordination provisions or subordination agreement to which such Subordinated Debt is subject and (y) no Event of Default has occurred and is continuing or would result therefrom, and (ii) solely with respect to the Subordinated Seller Notes, (x) payments of paid-in-kind (“PIK”) interest when due, (y) a prepayment of principal under the Subordinated Seller Notes on the Effective Date made with drawn proceeds of the Line of Credit and (z) prepayments of principal under the Subordinated Seller Notes after the Effective Date until the Expiration Date made with drawn proceeds of the Line of Credit, provided that both before and after giving effect to each such principal payment (A) the Borrower is in pro forma compliance with the financial covenants set forth in Section 4.8(b) (B) no Event of Default has occurred and is continuing or would result therefrom, and (C) the ratio of Senior Funded Bank Debt to EBITDA of the Borrower on a consolidated basis is less than 2.00 to 1.00.

(b) Amendments to Subordinated Debt . Agree to or permit any amendment, modification or waiver of any provision of any document evidencing Subordinated Debt if the effect of such amendment, modification or waiver is to (i) increase the yield on such Subordinated Debt or change (to earlier dates) the dates upon which principal and interest are due thereon; (ii) alter the redemption, prepayment or subordination provisions thereof; (iii) alter the covenants and events of default in a manner that would make such provisions more onerous or restrictive to the Borrower or any Subsidiary; or (iv) otherwise increase the obligations of the Borrower or any Subsidiary in respect of such Subordinated Debt or confer additional rights upon the holders thereof which individually or in the aggregate would be adverse to the Borrower or any of its Subsidiaries or to the Bank.

5.11. InventoryCollateral . At any time, permit inventory Collateral in an aggregate amount in excess of $1,000,000 to be held at locations not owned or leased by a Loan Party.

6. Events of Default . The occurrence of any of the following will be deemed to be an “Event ofDefault”:

6.1. Covenant Default . The Borrower shall (i) default in the performance of any of the covenants or agreements contained in Sections 4.1, 4.2(a), 4.2(b), 4.2(g), 4.3 (solely to the extent that such failure to perform under Section 4.3 could reasonably be expected to result in a Material Adverse Change), 4.4(i) and 4.4(ii), 4.6, 4.8, 4.9, 4.10, 4.11, and 4.13, and Section 5 of this Agreement or (ii) except as otherwise provided in Section 6 of this Agreement, default in the performance of any other covenant or agreement hereof (including, without limitation, Section 4.3 to the extent that such failure to perform thereunder could not reasonably be expected to result in a Material Adverse Change), and such default shall continue unremedied for a period of twenty (20) days commencing from the earlier of (A) the date that a Responsible Officer of the Borrower knew of the occurrence of such default, and (B) the date that Notice of such default is given to the Borrower by the Bank.

6.2. Breach of Warranty . Any Financial Statement, representation, warranty or certificate made or furnished by the Borrower to the Bank in connection with this Agreement shall be false, erroneous or misleading in any material respect.

6.3. Change of Control . The occurrence of a Change of Control.

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6.4. Nonpayment . The nonpayment of any (i) principal when due and payable incurred under any Loan Document (including, without limitation, the Notes), or in connection with the Loans or (ii) interest, fees, or other amounts (other than principal) when due and payable incurred under any Loan Document (including, without limitation, the Notes), or in connection with the Loans, and such nonpayment of interest, fees, or other amounts (other than principal) shall continue unremedied for a period of three (3) Business Days after Notice from the Bank to the Borrower.

6.5. Bankruptcy . The filing by or against the Borrower or any Subsidiary thereof of any proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation, conservatorship or similar proceeding (and, in the case of any such proceeding instituted against such Borrower or any subsidiary thereof, such proceeding is not dismissed or stayed within forty-five (45) days of the commencement thereof, provided that the Bank shall not be obligated to advance additional funds hereunder during such period).

6.6. Assignment . Any assignment by Borrower or any Subsidiary thereof for the benefit of creditors, or any levy, garnishment, attachment or similar proceeding is instituted against any material portion of the property of Borrower or any Subsidiary thereof held by or deposited with the Bank.

6.7. Foreclosure or Forfeiture . The commencement of any foreclosure or forfeiture proceeding, execution or attachment against any collateral securing the Obligations with a fair market value in excess of $100,000.

6.8. FinalJudgment . The entry of a final judgment against the Borrower or any of its Subsidiaries and the failure of the Borrower or such Subsidiary to discharge the judgment within thirty (30) days of the entry thereof.

6.9. Going Concern. Any Loan Party ceases doing business as a going concern.

6.10. Other Default . The occurrence of (i) an “Event of Default” as defined in the Notes or any of the other Loan Documents, (ii) a default or event of default under or as defined in any other agreement, instrument or document between the Borrower or any Guarantor and PNC Bank, National Association or any of its subsidiaries or affiliates, (iii) a default or event of default under any of the Subordinated Seller Documents, or (iv) a default or event of default under any other indebtedness of the Borrower or any Guarantor which exceeds $2,500,000, in each case, subject to any notice, grace, or cure periods as may be expressly set forth in the applicable documentation.

6.11. Remedies . Upon the occurrence and during the continuance of an Event of Default, (a) the Bank shall be under no further obligation to make advances under the Line of Credit; (b) if an Event of Default specified in Sections 6.5 or 6.6 shall occur, the outstanding principal balance and accrued interest under the Notes together with any additional amounts payable thereunder shall be immediately due and payable without demand or notice of any kind; (c) if any other Event of Default shall occur, the outstanding Obligations (including the principal balance and accrued interest under the Notes together with any additional amounts payable thereunder), at the Bank’s option and without demand or notice of any kind, may be accelerated and become immediately due and payable; (d) at the Bank’s option, automatically upon any Event of Default specified in Section 6.4 or 6.5, and otherwise upon Notice to the Borrower, the Notes will bear interest at the Default Rate (as defined in the Notes) from the date of the occurrence of the Event of Default; and (e) the Bank may exercise from time to time any of the rights and remedies available under any Loan Document or under applicable law or equity. These rights and remedies shall include, without limitation, the right to apply by appropriate judicial proceedings for appointment of a receiver for the Loan Parties or all or part of any collateral or any assets of the Loan Parties.

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7. Conditions . The Bank’s obligation to make any advance under any Loan is subject to the following conditions as of the date of the advance:

7.1. Conditions Precedent to InitialAdvance . Subject to the terms of the Post-Closing Letter Agreement, the effectiveness of this Agreement and the Bank’s obligation to make the initial advance under any Loan is subject to the conditions that as of the date of the advance:

(a) No Event of Default . No Event of Default shall have occurred and be continuing;

(b) Financial Condition . (i) Since July 31, 2024, there shall have been no change in the financial condition or business of the Borrower nor any Material Adverse Change, as reasonably determined by Bank, in the market value of any Collateral required hereunder or a substantial or material portion of the assets of the Borrower which has resulted or could result in a Material Adverse Change and (ii) since July 31, 2024, there shall have been no change in the financial condition or business of Nu Aire nor any Material Adverse Change, as reasonably determined by Bank, in the market value of any Collateral required hereunder or a substantial or material portion of the assets of Nu Aire which has resulted or could result in a Material Adverse Change;

(c) No Litigation . There are no pending or threatened, actions, claims, investigations, suits or proceedings by or before any governmental authority, arbitrator, court or administrative agency that could reasonably be expected to have a Material Adverse Change on the financial condition or operation of the Borrower or any of its Subsidiaries;

(d) Secretary’s Certificate . The Bank shall have received a certificate in form and substance reasonably satisfactory to the Bank from the Loan Parties, dated as of the Effective Date and signed on behalf of such Loan Party by an authorized officer of such Loan Party certifying as to and attaching (i) true copies of the organizational documents of such Loan Party and any amendments thereto, (ii) the resolutions of the shareholders, directors, managers and/or members (as the case may be) of such Loan Party authorizing the execution and delivery of this Agreement and the other Loan Documents (iii) a certificate of existence, authorization, good standing certificate, or its equivalent of such Loan Party from the Secretary of State of such Loan Party’s jurisdiction of organization and the Secretary of State of each other jurisdiction in which such Loan Party is qualified to do business as a foreign entity company, if any, and (iv) the names, true signatures and incumbency of the officers of such Loan Party authorized to execute and deliver the Loan Documents to which each is a party (the “Secretary’s Certificate”). The Bank may conclusively rely on such certification unless and until a later certificate revising the prior certificate has been furnished to the Bank;

(e) Receipt of Loan Documents . The Bank shall have received the Loan Documents and such other instruments and documents which the Bank may reasonably request in connection with the transactions provided for in this Agreement;

(f) Receipt of ClosingDate Acquisition Documents . The Bank shall have received duly executed copies of each Closing Date Acquisition Document, which shall be in form and substance reasonably satisfactory to the Bank;

(g) Receipt of Subordinated Seller Notes and Subordination Agreements . The Bank shall have received duly executed copies of the Subordinated Seller Documents and the Subordination Agreements, each of which shall be in form and substance reasonably satisfactory to the Bank;

(h) Perfection of Security Interests . The Bank shall have received evidence, in form and substance satisfactory to the Bank, that all actions necessary, or in the opinion of Bank, desirable, to perfect and protect the security interests of the Bank in the Collateral have been taken;

(i) Lien Searches . The Bank shall have received Lien searches (including Uniform Commercial Code, judgments, bankruptcy and taxes) with respect to each Loan Party (at the state and county level) from the jurisdiction of such Borrower’s organization and each other jurisdiction in which such Loan Party maintains an office (i) showing no existing Liens on the property of such Loan Party except as permitted hereunder, or (ii) accompanied by necessary termination statements, release statements and any other types of release in connection with any impermissible Liens disclosed by such searches that have been filed or for which satisfactory arrangements have been made for such filing on the Effective Date;

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(j) Closing Certificate . The Bank shall have received a certificate in form and substance reasonably satisfactory to the Bank from the Borrower, dated as of the Effective Date and signed by an officer of the Borrower, certifying that (i) all representations and warranties of the Borrower set forth in the Loan Agreement are true and correct in all material respects (and in all respects if qualified by materiality), (ii) the Borrower is in compliance with each of the covenants and conditions contained in the Loan Agreement in all material respects that are required to be performed or compiled with on or before the Effective Date, (iii) no Event of Default exists and (iv) since July 31, 2024, there shall have been no material adverse change in the financial condition or business of the Borrower nor any Material Adverse Change, as reasonably determined by Bank, in the market value of any Collateral required hereunder or a substantial or material portion of the assets of the Borrower that have resulted or could result in a Material Adverse Change (the “Closing Certificate”);

(k) Fees . The Bank shall have received all fees owing in respect of the Obligations which are due and payable on the Effective Date.

(l) Landlord Waivers . Subject to the terms of the Post-Closing Letter Agreement, or as otherwise waived by Bank, the Loan Parties shall provide Bank with landlord waivers executed by the landlord for each facility or property at which the Collateral with an aggregate book value in excess of $50,000 is stored or maintained.

(m) Insurance . Evidence, in form and substance reasonably satisfactory to the Bank, that the businesses and all assets of the Loan Parties are adequately insured as required by Section 4.5.

(n) Closing Date Acquisition . The Closing Date Acquisition shall, substantially and concurrently with the closing of the Loans on the Effective Date, be consummated in accordance with the terms of the Closing Date Acquisition Documents, in form and substance reasonably acceptable to the Bank (as amended and in effect from time to time, but without giving effect to any modifications, amendments, waivers or consents that could reasonably be expected to materially adversely affect the interests of the Bank without the prior written consent of the Bank).

(o) RESERVED .

(p) Due Diligence . The Bank shall have completed a due diligence investigation of the Loan Parties in scope, and with results, satisfactory to the Bank.

(q) Opinions of Counsel . The Bank shall have received opinions of counsel on behalf of the Loan Parties dated the Effective Date, in form and substance reasonably satisfactory to the Bank.

(r) AcquisitionCompliance Certificate . The Bank shall have received an acquisition compliance certificate in form and substance satisfactory to the Bank certifying that both before and on a pro forma basis after giving effect to the Closing Date Acquisition and the other transactions to occur on the Effective Date, the Borrower is in compliance with the financial covenants set forth in Section 4.8.

7.2. Conditions Precedent to Subsequent Advances . The Bank’s obligation to make an advance under any Loan is subject to the conditions that as of the date of the advance, (i) no Event of Default shall have occurred and be continuing and (ii) each of the representations and warranties set forth in Section 3 hereof shall be true and correct in all material respects (and in all respects if qualified by materiality).

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8. Fees; Expenses . The Borrower agrees to reimburse the Bank, upon the execution of this Agreement, and otherwise on demand, all fees due and payable to the Bank hereunder and under the other Loan Documents and all costs and expenses incurred by the Bank in connection with the preparation, negotiation and delivery of this Agreement and the other Loan Documents, and any modifications or amendments thereto or renewals thereof, and the collection of all of the Obligations, including but not limited to enforcement actions, relating to the Loan, whether through judicial proceedings or otherwise, or in defending or prosecuting any actions or proceedings arising out of or relating to this Agreement, including (i) reasonable fees and expenses of counsel (which may include costs of in-house counsel); (ii) all costs related to conducting UCC, title and other public record searches; (iii) fees for filing and recording documents in the public records to perfect the Bank’s liens and security interests; (iv) expenses for auditors, appraisers and environmental consultants; and (v) taxes. The Borrower hereby authorizes and directs the Bank to charge Borrower’s deposit account(s) with the Bank for any and all of the foregoing fees, costs and expenses.

9. Increased Costs . On written demand, together with written evidence of the justification therefor, the Borrower agrees to pay the Bank all direct costs incurred, any losses suffered or payments made by the Bank as a result of any Change in Law (hereinafter defined), imposing any reserve, deposit, allocation of capital or similar requirement (including without limitation, Regulation D of the Board of Governors of the Federal Reserve System) on the Bank, its holding company or any of their respective assets relative to the Loans. “Change in Law” means the occurrence, after the date hereof, of any of the following: (i) the adoption or taking effect of any law, rule, regulation or treaty; (ii) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any governmental authority or (iii) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any governmental authority; provided that notwithstanding anything herein to the contrary, (a) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (b) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

10.Miscellaneous.

10.1. Notices . All notices, demands, requests, consents, approvals and other communications required or permitted hereunder (each a “Notice” and collectively, “Notices”) must be in writing (except as may be agreed otherwise above with respect to borrowing requests or as otherwise provided in this Agreement) and will be effective upon receipt. Notices may be given in any manner to which the parties may agree. Without limiting the foregoing, first-class mail, postage prepaid, facsimile transmission and commercial courier service are hereby agreed to as acceptable methods for giving Notices. In addition, the parties agree that Notices may be sent electronically to any electronic address provided by a party from time to time. Notices may be sent to a party’s address as set forth above or to such other address as any party may give to the other for such purpose in accordance with this section.

10.2. Preservation of Rights; Waivers of Marshalling, Setoff, and Certain Other Rights . No delay or omission on the Bank’s part to exercise any right or power arising hereunder will impair any such right or power or be considered a waiver of any such right or power, nor will the Bank’s action or inaction impair any such right or power. The Bank’s rights and remedies hereunder are cumulative and not exclusive of any other rights or remedies which the Bank may have under other agreements, at law or in equity. In addition to the other waivers hereunder, the Borrower waives, to the extent permitted by applicable law, (i) any and all rights to require the Bank to marshal assets or collateral, to proceed first against, or realize on, any assets or collateral or other credit support before proceeding against or realizing on any other assets or collateral or other credit support, or to otherwise require the Bank to exercise rights or remedies in any particular sequence, in connection with any of the Obligations, and (ii) any and all rights to set off or reduce the amount of the Obligations or any related deficiency against any obligations of the Bank, or on account of the value of any collateral or other credit support, or otherwise, whether any such rights described in this sentence are based on or asserted under any statutory provision, common law, equity or otherwise.

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10.3. Illegality . If any provision contained in this Agreement should be invalid, illegal or unenforceable in any respect, it shall not affect or impair the validity, legality and enforceability of the remaining provisions of this Agreement.

10.4. Changes in Writing . No modification, amendment or waiver of, or consent to any departure by the Borrower from, any provision of this Agreement will be effective unless made in a writing signed by the party to be charged, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. Notwithstanding the foregoing, the Bank may modify this Agreement or any of the other Loan Documents for the purposes of completing missing content or correcting erroneous content, without the need for a written amendment, provided that the Bank shall send a copy of any such modification to the Borrower (which Notice may be given by electronic mail). No notice to or demand on the Borrower will entitle the Borrower to any other or further notice or demand in the same, similar or other circumstance.

10.5. Entire Agreement . This Agreement (including the documents and instruments referred to herein) constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. The representations, warranties, covenants, and agreements in this Agreement regarding Anti-Corruption Laws, International Trade Laws and Anti-Money Laundering Laws will control to the extent of any inconsistency between any such provisions and any provision in any Note regarding such matters.

10.6. Counterparts . This Agreement and any other Loan Document may be signed in any number of counterpart copies and by the parties hereto on separate counterparts, but all such copies shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement or any other Loan Document by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart. Any party so executing this Agreement or any other Loan Document by facsimile or electronic transmission shall promptly deliver a manually executed counterpart, provided that any failure to do so shall not affect the validity of the counterpart executed by facsimile or electronic transmission.

10.7. Successors and Assigns . This Agreement will be binding upon and inure to the benefit of the Borrower and the Bank and their respective heirs, executors, administrators, successors and assigns; provided, however, that the Borrower may not assign this Agreement in whole or in part without the Bank’s prior written consent and the Bank at any time may assign this Agreement in whole or in part.

10.8. Interpretation . In this Agreement, unless the Bank and the Borrower otherwise agree in writing, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to statutes are to be construed as including all statutory provisions consolidating, amending or replacing the statute referred to; the word “or” shall be deemed to include “and/or”, the words “including”, “includes” and “include” shall be deemed to be followed by the words “without limitation”; references to articles, sections (or subdivisions of sections) or exhibits are to those of this Agreement; and references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications to such instruments, but only to the extent such amendments and other modifications are not prohibited by the terms of this Agreement. Section headings in this Agreement are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose. Unless otherwise specified in this Agreement, all accounting terms shall be interpreted, and all accounting determinations shall be made in accordance with the Applicable Accounting Standards. If this Agreement is executed by more than one party as Borrower, the obligations of such persons or entities will be joint and several.

10.9. No ConsequentialDamages, Etc. The Bank will not be responsible for any damages, consequential, incidental, special, punitive or otherwise, that may be incurred or alleged by any person or entity, including the Loan Parties, as a result of this Agreement, the other Loan Documents, the transactions contemplated hereby or thereby, or the use of the proceeds of the Loan.

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10.10. Assignments and Participations . At any time, without any notice to the Borrower, the Bank may sell, assign, transfer, negotiate, grant participations in, or otherwise dispose of all or any part of the Bank’s interest in the Loans. The Borrower hereby authorizes the Bank, subject to compliance with the requirements of Section 10.13 or terms of confidentiality reasonably equivalent thereto, to provide, without any notice to the Borrower, any information concerning the Borrower, including information pertaining to the Borrower’s financial condition, business operations or general creditworthiness, to any assignee of or participant in or any prospective assignee of or participant in all or any part of the Bank’s interest in the Loans.

10.11. USA PATRIOT Act Notice. To help the government fight the funding of terrorism and money laundering activities, Federal lawrequires all financial institutions to obtain, verify and record information that identifies the Borrower that opens an account. What this means: when the Borrower opens an account, the Bank will ask for the business name, business address, taxpayeridentifying number and other information or documentation that will allow the Bank to identify the Borrower, such as organizational documents. For some businesses and organizations, the Bank may also need to ask for identifying information anddocumentation relating to certain individuals associated with the business or organization.

10.12. Important Informationabout Phone Calls . By providing telephone number(s) to the Bank, now or at any later time, the Borrower hereby authorizes the Bank and its affiliates and designees to contact the Borrower regarding the Borrower’s account(s) with the Bank or its affiliates, whether such accounts are Borrower’s individual accounts or business accounts for which Borrower is a contact, at such numbers using any means, including but not limited to placing calls using an automated dialing system to cell, VoIP or other wireless phone number, or by leaving prerecorded messages or sending text messages, even if charges may be incurred for the calls or text messages.

10.13. Confidentiality . In connection with the Obligations, this Agreement and the other Loan Documents, the Bank and the Borrower will be providing to each other, whether orally, in writing or in electronic format, nonpublic, confidential or proprietary information (collectively, “Confidential Information”). Each of the Borrower and the Bank agrees (i) to hold the Confidential Information of the other in confidence; (ii) not to use the Confidential Information in violation of any applicable federal or state securities laws, and (iii) not to disclose or permit any other person or entity access to the Confidential Information of the other party, except for disclosure or access (a) to a party’s affiliates and its or their employees, officers, directors, agents, representatives, (b) to other third parties that provide or may provide ancillary support relating to the Obligations, this Agreement and/or the other Loan Documents, (c) in connection with the exercise of any remedies or enforcement of rights under this Agreement or any action or proceeding relating to the Obligations, this Agreement and/or the other Loan Documents, (d) to its external or internal auditors or regulatory authorities, or (e) upon the order of a court or other governmental agency having jurisdiction over a party. It is understood and agreed that the obligation to protect such Confidential Information shall be satisfied if the party receiving such Confidential Information utilizes the same control (but no less than reasonable) as it does to avoid disclosure of its own confidential and valuable information. It is also understood and agreed that no information shall be within the protection of this Agreement where such information: (w) is or becomes publicly available through no fault of the party to whom such Confidential Information has been disclosed, (x) is released by the originating party to anyone without restriction, (y) is rightly obtained from third parties who are not, to such receiving party’s knowledge, under an obligation of confidentiality, or (z) is required to be disclosed by subpoena or similar process of applicable law or regulations.

For the purposes of this Agreement, Confidential Information of a party shall include, without limitation, any financial information, scientific or technical information, design, process, procedure or improvement and all concepts, documentation, reports, data, data formats, specifications, computer software, source code, object code, user manuals, financial models, screen displays and formats, software, databases, inventions, knowhow, showhow and trade secrets, whether or not patentable or copyrightable, whether owned by a party or any third party, together with all memoranda, analyses, compilations, studies, notes, records, drawings, manuals or other documents or materials which contain or otherwise reflect any of the foregoing information.

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Each of the Borrower and the Bank agrees to return to the other or destroy all Confidential Information of the other upon the termination of this Agreement; provided, however, each party may retain such limited information for customary archival and audit purposes only for reference with respect to prior dealings between the parties subject at all times to the continuing terms of this Section 10.13.

Each of the Borrower and the Bank agrees not to use the other’s name or logo in any marketing, advertising or related materials, without the prior written consent of the other party. Notwithstanding the foregoing provisions of Section 10.13, the Bank acknowledges that the Borrower is registered under Section 12(b) of the Exchange Act and has its common stock registered with the NASDAQ Global Market, and the Bank further agrees that, for the avoidance of doubt, the Borrower shall be permitted to comply with the reporting obligations related thereto.

10.14. Sharing Information with Affiliates of theBank . The Borrower acknowledges that from time to time other financial and banking services may be offered or provided to the Borrower or one or more of its subsidiaries and/or affiliates (in connection with this Agreement or otherwise) by the Bank or by one or more subsidiaries or affiliates of the Bank or of The PNC Financial Services Group, Inc., and the Borrower hereby authorizes the Bank to share any information delivered to the Bank by the Borrower and/or its subsidiaries and/or affiliates pursuant to this Agreement or any of the Loan Documents to any subsidiary or affiliate of the Bank and/or The PNC Financial Services Group, Inc., subject to any provisions of confidentiality in this Agreement or any other Loan Documents.

10.15. Electronic Signatures and Records . Notwithstanding any other provision herein, the Borrower agrees that this Agreement, the Loan Documents, any amendments thereto, and any other information, Notice, signature card, agreement or authorization related thereto (each, a “Communication”) may, at the Bank’s option, be in the form of an electronic record. Any Communication may, at the Bank’s option, be signed or executed using electronic signatures. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the Bank of a manually signed paper Communication which has been converted into electronic form (such as scanned into PDF format) for transmission, delivery and/or retention.

10.16. Governing Law and Jurisdiction . This Agreement has been delivered to and accepted by the Bank and will be deemed to be made in the State of North Carolina. THIS AGREEMENT WILL BE INTERPRETED AND THE RIGHTS ANDLIABILITIES OF THE BANK AND THE BORROWER DETERMINED IN ACCORDANCE WITHTHE STATE OF NORTH CAROLINA, EXCLUDING ITS CONFLICT OF LAWS RULES,INCLUDING WITHOUT LIMITATION THE ELECTRONIC TRANSACTIONS ACT (OR EQUIVALENT) INEFFECT IN THE STATE OF NORTH CAROLINA (OR, TO THE EXTENT CONTROLLING,THE LAWS OF THE UNITED STATES OF AMERICA, INCLUDING WITHOUT LIMITATIONTHE ELECTRONIC SIGNATURES IN GLOBAL AND NATIONAL COMMERCE ACT). **** The Borrower hereby irrevocably consents to the exclusive jurisdiction of any state or federal court in the county or judicial district where the Bank’s office indicated above is located; provided that nothing contained in this Agreement will prevent the Bank from bringing any action, enforcing any award or judgment or exercising any rights against the Borrower individually, against any security or against any property of the Borrower within any other county, state or other foreign or domestic jurisdiction. The Bank and the Borrower agree that the venue provided above is the most convenient forum for both the Bank and the Borrower. The Borrower waives any objection to venue and any objection based on a more convenient forum in any action instituted under this Agreement.

10.17 Dispute Resolution.

(a) Arbitration of Disputes . The Borrower and the Bank shall submit any and all disputes arising out of or relating to this Agreement or the breach thereof (a “Dispute”) to binding arbitration pursuant to and in accordance with the AAA Commercial Arbitration Rules and, where applicable, the Supplementary Rules for Large, Complex Commercial Disputes, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Such arbitration shall be conducted in a mutually acceptable location. Except as expressly set forth below, the procedures specified herein shall be the sole and exclusive procedures for the resolution of Disputes; provided, however, that the Borrower or the Bank may seek provisional or ancillary remedies, such as preliminary injunctive relief, from a court having jurisdiction, before, during or after the pendency

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of any arbitration proceeding. The institution and maintenance of any action for such judicial relief, or pursuit of provisional or ancillary remedies, shall not constitute a waiver of the right or obligation of any party to submit any claim or dispute to arbitration. Nothing herein shall in any way limit or modify any remedies available to the Bank under the Loan Documents or otherwise at law or in equity.

(b) Motion Practice . In any arbitration hereunder, the arbitrator(s) shall decide any pre-hearing motions which are substantially similar to pre-hearing motions to dismiss for failure to state a claim or motions for summary adjudication.

(c) Discovery . Discovery shall be limited to the pre-hearing exchange of all documents which the Borrower and the Bank intend to introduce at the hearing and any expert reports prepared by any expert who will testify at the hearing.

(d) Sequential Hearing Days . At the administrative conference conducted by the AAA, the Borrower and the Bank and the AAA shall determine how to ensure that the hearing is started and completed on sequential hearing days. Potential arbitrators shall be informed of the anticipated length of the hearing and they shall not be subject to appointment unless they agree to abide by the parties’ intent that, absent exigent circumstances, the hearing shall be conducted on sequential days.

(e) Award . The award of the arbitrator(s) shall be accompanied by a statement of the reasons upon which such award is based.

(f) Fees and Expenses . The Borrower and the Bank shall each bear equally all fees and costs and expenses of the arbitration, and each shall bear its own legal fees and expenses and the costs of its experts and witnesses; provided, however, that if the arbitration panel shall award to a party substantially all relief sought by such party, then, notwithstanding any applicable governing law provisions, the other party shall pay all costs, fees and expenses incurred by the prevailing party and such costs, fees and expenses shall be included in such award.

(g) Confidentiality of Disputes . The entire procedure shall be confidential and none of the parties nor arbitrator(s) may disclose the existence, content, or results of any arbitration hereunder without the written consent of all parties to the Dispute, except (i) to the extent disclosure is required to enforce any applicable arbitration award or may otherwise be required by law and (ii) that either party may make such disclosures to its regulators, auditors, accountants, attorneys and insurance representatives. No conduct, statements, promises, offers, views, or opinions of any party involved in an arbitration hereunder shall be discoverable or admissible for any purposes in litigation or other proceedings involving the parties to the Dispute and shall not be disclosed to anyone not an agent, employee, expert, witness, or representative for any of such parties.

(h) CLASS ACTION WAIVER . THE BORROWER HEREBY WAIVES, WITHRESPECT TO ANY DISPUTE: (I) THE RIGHT TO PARTICIPATE IN A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE ACTION IN COURT OR IN ARBITRATION, EITHER AS A CLASS REPRESENTATIVE OR CLASS MEMBER; AND(II) THE RIGHT TO JOIN OR CONSOLIDATE CLAIMS WITH CLAIMS OF ANY OTHER PERSON. The foregoing waiver is referred to herein as the “class action waiver”. The Bank and the Borrower agree that no arbitrator shall have authority to conduct any arbitration in violation of the class action waiver or to issue any relief that applies to any person or entity other than the Borrower and/or the Bank individually. The parties acknowledge that this class action waiver is material and essential to the arbitration of any claims and is non-severable from this Dispute Resolution section. If the class action waiver is voided, found unenforceable, or limited with respect to any claim for which the Borrower seeks class-wide relief, then this Dispute Resolution section (except for this sentence) shall be null and void with respect to such claim, subject to the right to appeal the limitation or invalidation of the class action waiver. However, this Dispute Resolution section shall remain valid with respect to all other claims and Disputes. The parties acknowledge and agree that under no circumstances will a class action be arbitrated.

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(i) Applicability of Federal Arbitration Act . This Agreement evidences transaction(s) in interstate commerce, and thus the Federal Arbitration Act governs the interpretation and enforcement of this Dispute Resolution section.

The Borrower acknowledges that it has read and understands all the provisions of this Agreement, including the alternative dispute resolution (arbitration)and class action waiver provisions, and has been advised by counsel as necessary or appropriate.

REMAINDER OF PAGE INTENTIONALLYLEFT BLANK

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WITNESS the due execution hereof as a document under seal, as of the date first written above.

BORROWER:
KEWAUNEE SCIENTIFIC CORPORATION, a Delaware corporation
By:	/s/ Thomas D. Hull III   (SEAL)
Print Name:	Thomas D. Hull III
Title:	President and Chief Executive Officer
BANK:
PNC BANK, NATIONAL ASSOCIATION
By:	/s/ Michael Bruschi   (SEAL)
Print Name:	Michael Bruschi
Title:	Vice President

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ADDENDUM I

DEFINITIONS:

As used in this Agreement, the following terms have the meanings specified below:

“Acquisitions” means the definition set forth in Section 5.8.

“Applicable Accounting Standards” means the definition set forth in Section 3.2.

“Anti-Corruption Laws” means (a) the U.S. Foreign Corrupt Practices Act of 1977, as amended, (b) the U.K. Bribery Act 2010, as amended, and (c) any other applicable Law relating to anti-bribery or anti-corruption in any jurisdiction in which any Loan Party is located or doing business.

“Anti-Money Laundering Laws” means (a) the Bank Secrecy Act and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA PATRIOT) Act of 2001; (b) the U.K. Proceeds of Crime Act 2002, the Money Laundering Regulations 2017, as amended and the Terrorist Asset-Freezing etc. Act 2010; and (c) any other applicable Law relating to anti-money laundering and countering the financing of terrorism in any jurisdiction in which any Loan Party is located or doing business.

“Bank” means the definition set forth in the introductory paragraph of this Agreement.

“Blocked Property” means any property (a) owned, directly or indirectly, by a Sanctioned Person; (b) due to or from a Sanctioned Person; (c) in which a Sanctioned Person otherwise holds any interest; (d) located in a Sanctioned Jurisdiction; or (e) that otherwise could cause any actual or possible violation by the Bank of any applicable International Trade Law if the Bank were to obtain an encumbrance on, lien on, pledge of, or security interest in such property, or provide services in consideration of such property.

“Borrower” means the definition set forth in the introductory paragraph of this Agreement.

“Business Day” means any day other than a Saturday or Sunday or a legal holiday on which commercial banks are authorized or required to be closed, or are in fact closed, for business in Pittsburgh, Pennsylvania (or, if otherwise, the office of the Bank at the address set forth on the first page of this Agreement).

“Certification of Beneficial Owners” means the definition set forth in Section 3.15.

“Change of Control” means (a) at any time, any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding any employee benefit plan of such person or its Subsidiaries and any Person acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) shall become, or obtain rights (whether by means of warrants, options or otherwise) to become, the “beneficial owner” (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act), directly or indirectly, of more than 35% of the Equity Interests of the Borrower having the right to vote for the election of members of the board of directors of the Borrower; (b) during any period of twelve (12) consecutive months, a majority of the members of the board of directors or other equivalent governing body of the Borrower cease to be composed of individuals (disregarding individuals who cease to serve due to death or disability) (i) who were members of that board or equivalent governing body on the first day of such period, (ii) whose election or nomination to that board or equivalent governing body was nominated, appointed or approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body or (iii) whose election or nomination to that board or other equivalent governing body was nominated, appointed or approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that board or equivalent governing body; or (c) at any time, the Borrower shall cease to own, free and clear of all Liens or other encumbrances (other than Liens created by the Security Documents or expressly permitted by the Loan Documents), at least 100% of the outstanding voting Equity Interests of each Guarantor on a fully diluted basis.

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“Closing Date Acquisition” means the acquisition by Borrower of all of the issued and outstanding Equity Interests of Nu Aire and of the Business (as defined in the Closing Date Acquisition Agreement) on the Effective Date in accordance with the terms and conditions of the Closing Date Acquisition Agreement.

“Closing Date Acquisition Agreement” means that certain Securities Purchase Agreement, dated as of the Effective Date, by and among the Borrower, Nu Aire, the Sellers, and the Seller’s Representative (as defined therein).

“Closing Date Acquisition Documents” means the Closing Date Acquisition Agreement and all related agreements and documents entered into in connection with the Closing Date Acquisition.

“Collateral” means any collateral securing any debt, liabilities, or other obligations of any Loan Party to the Bank.

“Communication” means the definition set forth in Section 10.15.

“Compliance Authority” **** means (a) the United States government or any agency or political subdivision thereof, including, without limitation, the U.S. Department of State, the U.S. Department of Commerce, the U.S. Department of the Treasury and its Office of Foreign Assets Control, and the U.S. Customs and Border Protection agency; (b) the government of Canada or any agency thereof; (c) the European Union or any agency thereof; (d) the government of the United Kingdom or any agency thereof; (e) the United Nations Security Council; and (f) any other Official Body with jurisdiction to administer Anti-Corruption Laws, Anti-Money Laundering Laws or International Trade Laws with respect to the conduct of a Covered Entity.

“CoveredEntity” means (a) the Borrower and each of the Borrower’s subsidiaries; (b) each Guarantor and any pledgor of Collateral; and (c) each Person that directly or indirectly controls a Person described in clause (a) or (b) above.

“CEA” means the Commodity Exchange Act (7 U.S.C.§1 et seq.), as amended from time to time, and any successor statute.

“CFTC” means the Commodity Futures Trading Commission.

“Change in Law” means the definition set forth in Section 9.

“Closing Certificate” means the definition set forth in Section 7.1(j).

“Closing Commitment Fee” means the definition set forth in Section 1.3.

“Confidential Information” means the definition set forth in Section 10.13.

“Current Maturities” **** means the scheduled payments of principal on all indebtedness for borrowed money having an original term of more than one year (including but not limited to amortization of capital or finance lease obligations), as shown on the Borrower’s financial statements as of one year prior to the date of determination.

“Dispute” means the definition set forth in Section 10.17.

“Domestic Subsidiary” means any Subsidiary that is organized under the laws of the United States of America, any state thereof or the District of Columbia.

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“EBITDA” means net income plus interest expense less interest income plus income tax expense plus depreciation plus amortization plus (without duplication) noncash pension termination expense completed during the fiscal year of the Borrower ending April 30, 2024 plus (without duplication) transaction costs related to the Closing Date Acquisition, but not exceeding $4,000,000 in the aggregate plus (without duplication) integration costs relating to the Closing Date Acquisition incurred by the Borrower within 18 months of the Closing Date Acquisition, but not exceeding $1,000,000 in the aggregate plus (without duplication) any stock-based compensation plus (without duplication), solely to the extent included in the tested period, the EBITDA of Nu Aire calculated on a pro forma basis for the four quarter period commencing on November 1, 2023 and concluding on October 31, 2024 less extraordinary gains less cash rental expense relating to the real property located at 2700 West Front Street, Statesville, North Carolina 28677.

“Effective Date” means November 1, 2024.

“Eligibility Date” **** means, with respect to each Loan Party and each Swap, the date on which this Agreement or any Loan Document becomes effective with respect to such Swap (for the avoidance of doubt, the Eligibility Date shall be the effective date of such Swap if this Agreement or any Loan Document is then in effect with respect to such Loan Party, and otherwise it shall be the Effective Date of this Agreement and/or such Loan Document(s) to which such Loan Party is a party).

“Eligible Contract Participant” means an “eligible contract participant” as defined in the CEA and regulations thereunder.

“Environmental Laws” means the definition set forth in Section 3.10.

“Equity Interests” means, as to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination.

“ERISA” means the definition set forth in Section 3.9.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules of the Securities and Exchange Commission promulgated thereunder.

“Excluded Subsidiary” means (a) any Subsidiary of the Borrower all or substantially all of the assets of which are comprised of Equity Interests in one or more Foreign Subsidiaries or of intercompany loans, indebtedness, or receivables owed or treated as owed by one or more Foreign Subsidiaries, (b) any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary, (c) any Foreign Subsidiary and (d) in the case of any obligation under any Excluded Hedge Liability, any Subsidiary of the Borrower that is a Non-Qualifying Party with respect thereto; provided that Subsidiaries described in (a) through (c) shall only be Excluded Subsidiaries to the extent that, and for so long as any guaranty by such Subsidiary would have adverse tax consequences for the Borrower or any other Loan Party or result in a violation of applicable law.

“Excluded Hedge Liability or Liabilities” **** means, with respect to each Loan Party, each of its Swap Obligations if, and only to the extent that, all or any portion of this Agreement or any Loan Document that relates to such Swap Obligation is or becomes illegal under the CEA, or any rule, regulation or order of the CFTC, solely by virtue of such Loan Party’s failure to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap. Notwithstanding anything to the contrary contained in the foregoing or in any other provision of this Agreement or any Loan Document, the foregoing is subject to the following provisos: (a) if a Swap Obligation arises under a master agreement governing more than one Swap, this definition shall apply only to the portion of such Swap Obligation that is attributable to Swaps for which such guaranty or security interest is or becomes illegal under the CEA, or any rule, regulations or order of the CFTC, solely as a result of the failure by such Loan Party for any reason to qualify as an Eligible Contract Participant on the Eligibility Date for such Swap; (b) if a guarantee of a Swap Obligation

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would cause such obligation to be an Excluded Hedge Liability but the grant of a security interest would not cause such obligation to be an Excluded Hedge Liability, such Swap Obligation shall constitute an Excluded Hedge Liability for purposes of the guaranty but not for purposes of the grant of the security interest; and (c) if there is more than one Loan Party executing this Agreement or the Loan Documents and a Swap Obligation would be an Excluded Hedge Liability with respect to one or more of such Persons, but not all of them, this definition of Excluded Hedge Liability or Liabilities with respect to each such Person shall only be deemed applicable to (i) the particular Swap Obligations that constitute Excluded Hedge Liabilities with respect to such Person, and (ii) the particular Person with respect to which such Swap Obligations constitute Excluded Hedge Liabilities.

“Expiration Date” means the definition set forth in Section 1.1.

“Financial Statements” means the definition set forth in Section 3.2.

“First Tier Foreign Subsidiary” means the definition set forth in Section 4.12.

“Fixed Charge Coverage Ratio” means (i) EBITDA, divided by (ii) Fixed Charges.

“Fixed Charges” shall mean the sum of Current Maturities (excluding Current Maturities relating to the real property located at 2700 West Front Street, Statesville, North Carolina 28677) plus cash principal and cash interest payments on the Subordinated Seller Notes plus interest expense (excluding interest expense on the Subordinated Seller Notes and excluding interest expense relating to the real property located at 2700 West Front Street, Statesville, North Carolina 28677) less interest income plus cash taxes paid plus Restricted Payments plus Investments and Acquisitions plus Unfunded Capital Expenditures plus, solely to the extent included in the tested period, the Fixed Charges for Nu Aire calculated on a pro forma basis for the four quarter period commencing on November 1, 2023 and concluding on October 31, 2024.

“Foreign Subsidiary” means any Subsidiary that is not a Domestic Subsidiary.

“GAAP” means the definition set forth in Section 3.2.

“Guarantors” means, collectively, (a) Nu Aire, (b) each direct or indirect Material Domestic Subsidiary of the Borrower (other than Excluded Subsidiaries), and (c) any other Person that is from time to time party to the Guaranty Agreement or any other agreement pursuant to which it guarantees the Obligations or any portion thereof.

“Hedge Liabilities” shall have the meaning assigned in the definition of PNC-Provided Interest Rate Hedge.

“Indian Business” shall mean the business operations of the Indian Subsidiaries outside of the United States.

“Indian Subsidiaries” shall mean Kequip Global Lab Solutions Pvt Ltd, an Indian private limited company, Koncepo Scientech International Pvt Ltd, an Indian private limited company, and Kewaunee Labway India, an Indian private limited company.

“International Trade Laws” means all Laws relating to economic and financial sanctions, trade embargoes, export controls, customs, and anti-boycott measures.

“Interest RateHedge” means an interest rate exchange, collar, cap, swap, adjustable strike cap, adjustable strike corridor or similar agreements entered into by any of the Loan Parties (together with any schedules, confirmations and other documents exchanged between the parties relating thereto) in order to provide protection to, or minimize the impact upon, the Borrower of increasing floating rates of interest applicable to indebtedness.

“Investments” means the definition set forth in Section 5.4.

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“Law” means any law(s) (including common law), constitution, statute, treaty, regulation, rule, ordinance, opinion, release, ruling, order, executive order, injunction, writ, decree, bond, judgment, authorization or approval, lien or award, or any settlement arrangement, by agreement, consent or otherwise, of any Official Body, foreign or domestic.

“Lien” shall mean any mortgage, pledge, security interest, bailment, encumbrance, claim, lien or charge of any kind, including any agreement to give any of the foregoing, any conditional sale or other title retention agreement and any lease in the nature thereof, and the filing of or agreement to give any financing statement under the Uniform Commercial Code.

“Line of Credit” means the definition set forth in Section 1.1.

“Line of Credit Note” means the definition set forth in Section 1.1.

“Loans” and “Loan” mean the definitions set forth in Section 1.

“Loan Documents” means the definition set forth in Section 2.

“Loan Parties” means the Borrower and any Guarantors.

“Material Adverse Change” means any set of circumstances or events which (a) has or could reasonably be expected to have any material adverse effect whatsoever upon the validity or enforceability of this Agreement or any other Loan Document, (b) is or could reasonably be expected to be material and adverse to the business, properties, assets, financial condition, results of operations or prospects of the Loan Parties taken as a whole, (c) impairs materially or could reasonably be expected to impair materially the ability of the Loan Parties taken as a whole to duly and punctually pay or perform any of the Obligations, or (d) impairs materially or could reasonably be expected to impair materially the ability of the Bank, to the extent permitted, to enforce its legal remedies pursuant to this Agreement or any other Loan Document.

“Material Domestic Subsidiary” means any Domestic Subsidiary of the Borrower that, together with its Subsidiaries, (a) on a pro forma basis, generates more than 5% of the Borrower’s EBITDA on a consolidated basis for the four (4) fiscal quarter period most recently ended or (b) has total assets (including equity interests in other Subsidiaries and excluding investments that are eliminated in consolidation) of equal to or greater than 5% of the total assets of the Borrower and its Subsidiaries, on a consolidated basis as of the end of the most recent four (4) fiscal quarters; provided, however, that if at any time there are Domestic Subsidiaries which are not classified as “Material Domestic Subsidiaries” but which collectively (i) on a pro forma basis, generate more than 10% of the Borrower’s EBITDA on a consolidated basis or (ii) have total assets (including equity interests in other Subsidiaries and excluding investments that are eliminated in consolidation) of equal to or greater than 10% of the total assets of the Borrower and its Subsidiaries on a consolidated basis, then the Borrower shall promptly designate one or more of such Domestic Subsidiaries as Material Domestic Subsidiaries and comply, and cause any such Domestic Subsidiaries to comply, with the provisions of Section 4.12(a) such that, after such Domestic Subsidiaries become Guarantors hereunder, the Domestic Subsidiaries that are not Guarantors shall (A) generate less than 10% of the Borrower’s EBITDA on a consolidated basis and (B) have total assets of less than 10% of the total assets of the Borrower and its Subsidiaries on a consolidated basis.

“Non-Qualifying Party” means any Loan Party that fails for any reason to qualify as an Eligible Contract Participant on the effective date of the applicable Swap.

“Notes” means the definition set forth in Section 1.

“Notice” and “Notices” mean the definitions set forth in Section 10.1.

“Nu Aire” means the definition set forth in the recitals of fact set forth on page 1 of this Agreement.

“Obligations” means the definition set forth in Section 2.

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“Official Body” means the government of the United States of America or of any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or the European Central Bank) and any group or body charged with setting financial accounting or regulatory capital rules or standards (including the Financial Accounting Standards Board, the Bank for International Settlements or the Basel Committee on Banking Supervision or any successor or similar authority to any of the foregoing).

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Official Body, or other entity.

“PIK” means the definition set forth in Section 5.10(a).

“PNC-Provided Interest Rate Hedge” means an Interest Rate Hedge which is provided by PNC Bank to the Borrower and which meets the following requirements: such PNC-Provided Interest Rate Hedge (i) is documented in a standard International Swap Dealer Association Agreement, (ii) provides for the method of calculating the reimbursable amount of the provider’s credit exposure in a reasonable and customary manner, and (iii) is entered into for hedging (rather than speculative) purposes. If either Borrower elects to obtain a PNC Provided Interest Rate Hedge, the liabilities of such Borrower to PNC Bank thereunder (the “Hedge Liabilities”) shall be “Obligations” hereunder, guaranteed Obligations any other collateral documents and otherwise treated as Obligations for purposes of each of the other Loan Documents, except to the extent constituting Excluded Hedge Liabilities of the applicable Person. The Liens securing the Hedge Liabilities shall be pari passu with the Liens securing all other Obligations under this Agreement and the Loan Documents.

“Post-Closing Letter Agreement” means that certain letter agreement, dated as of the Effective Date, by and between the Borrower and the Bank.

“Reportable Compliance Event” as used herein means (1) any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint, or similar charging instrument, arraigned, custodially detained, penalized or the subject of an assessment for a penalty, by, or enters into a settlement with an Official Body in connection with any Anti-Corruption Law, Anti-Money Laundering Law or International Trade Law, or any predicate crime to any Anti-Corruption Law, Anti-Money Laundering Law or International Trade Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations represents a violation of any Anti-Corruption Law, Anti-Money Laundering Law or International Trade Law; (2) any Covered Entity engages in a transaction that has caused or would cause the Bank to be in violation of any International Trade Law or Anti-Corruption Law, including a Covered Entity’s use of any proceeds of the Loans hereunder to directly or indirectly fund any activities or business of, with or for the benefit of any Sanctioned Person, or to fund or facilitate any activities or business of or in any Sanctioned Jurisdiction; (3) any Collateral qualifies as Blocked Property, or (4) any Covered Entity otherwise violates, or reasonably believes it will violate, any of the International Trade Law- or Anti-Corruption Law-specific representations and covenants herein.

“Responsible Officer” means, as to any Person, (a) the chief executive officer, president, chief financial officer, controller, treasurer or assistant treasurer of such Person and (b) any other officer(s) of such Person with substantially equivalent authority and responsibilities as any of the specified officers of the types described in the foregoing clause (a).

“Restricted Payments” means the definition set forth in Section 5.7.

“Sanctioned Jurisdiction” means, at any time, a country, area, territory, or jurisdiction that is the subject or target of comprehensive U.S. sanctions.

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“Sanctioned Person” means any Person (a) located in, organized under the laws of, or ordinarily resident in a Sanctioned Jurisdiction; (b) identified on any sanctions-related list maintained by any Compliance Authority; or (c) owned 50% or more, in the aggregate, directly or indirectly by, controlled by, or acting for, on behalf of, or at the direction of, one or more Persons described in clauses (a) or (b) above.

“Secretary ’ sCertificate” means the definition set forth in Section 7.1(d).

“Security Documents” means the definition set forth in Section 2.

“Sellers” and “Seller” have the meaning specified in the Closing Date Acquisition Agreement.

“Senior Funded Bank Debt” means all secured indebtedness for borrowed money, including but not limited to capital or finance lease obligations, reimbursement obligations in respect of letters of credit, and guarantees of any such indebtedness, but excluding (i) Subordinated Debt and (ii) any capitalized lease obligations relating to the real property located at 2700 West Front Street, Statesville, North Carolina 28677.

“Subordinated Debt” means indebtedness that has been subordinated to the Borrower’s indebtedness to the Bank pursuant to a subordination agreement in form and content reasonably satisfactory to the Bank, including, without limitation, the Subordinated Seller Notes.

“Subordinated Seller Documents” means the Subordinated Seller Notes and all related agreements and documents entered into in connection with the financing of the Closing Date Acquisition contemplated thereby.

“Subordinated Seller Notes” means the “Subordinated Promissory Notes”, as defined in the Closing Date Acquisition Agreement.

“Subordination Agreements” means those certain Subordination Agreements, dated as of the Effective Date, by and among the Bank, the Borrower, and each of the holders of the Subordinated Seller Notes.

“Subsidiary” of a Person means a corporation, partnership, limited liability company, association or joint venture or other business entity of which a majority of the Equity Interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time owned or the management of which is controlled, directly, or indirectly through one or more intermediaries, by such Person. Unless otherwise specified, all references herein to a “Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of the Borrower.

“Swap” means any “swap” as defined in Section 1a(47) of the CEA and regulations thereunder, other than (a) a swap entered into, or subject to the rules of, a board of trade designated as a contract market under Section 5 of the CEA, or (b) a commodity option entered into pursuant to CFTC Regulation 32.3(a).

“Swap Obligation” means any obligation to pay or perform under any agreement, contract or transaction that constitutes a Swap which is also a PNC-Provided Interest Rate Hedge.

“Sweep Rider” means the definition set forth in Section 1.1.1.

“Term Loan” means the definition set forth in Section 1.2.

“Term Note” means the definition set forth in Section 1.2.

“Unfunded Capital Expenditures” means capital expenditures made from the Borrower’s funds other than funds borrowed as term debt to finance such capital expenditures.

“United States” and “U.S.” mean the United States of America.

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EX-10.2

Exhibit 10.2

Final Form

THIS AGREEMENT IS SUBJECT TO THE TERMS OF THAT CERTAIN SUBORDINATION AGREEMENT, DATED AS OF THE DATE HEREOF (AS AMENDED, SUPPLEMENTED OR OTHERWISE MODIFIED IN WRITING FROM TIME TO TIME), BY AND AMONG PNC BANK, NATIONAL ASSOCIATION (“PNC”), KEWAUNEE SCIENTIFIC CORPORATION, AND SECURED PARTY (AS DEFINED BELOW) (THE “SUBORDINATION AGREEMENT”). NOTWITHSTANDING ANY CONTRARY STATEMENT CONTAINED IN THIS AGREEMENT, NO PAYMENT ON ACCOUNT OF ANY OBLIGATION ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT OR ANY RELATED AGREEMENT (WHETHER OF PRINCIPAL, INTEREST OR OTHERWISE) SHALL BE MADE, PAID, RECEIVED OR ACCEPTED EXCEPT IN ACCORDANCE WITH THE TERMS OF SAID SUBORDINATION AGREEMENT.

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this “Agreement”) is made as of November 1, 2024 (the “Effective Date”), by and between Kewaunee Scientific Corporation, a Delaware corporation (“Debtor”) and [•] (“Secured Party”). Any capitalized term not defined herein shall have the meaning set forth in that certain Subordinated Promissory Note, by and between Debtor and Secured Party, dated as of the date hereof and substantially in the form attached hereto as Exhibit A (the “Note”).

WHEREAS, in reference to Section 4 (“Security”) of the Note, the Note shall be secured by this Agreement; and

WHEREAS, as an inducement for Secured Party to enter into the Note, Debtor desires to grant to Secured Party, and Secured Party desires to accept from Debtor, exercisable solely upon the occurrence of an Event of Default, the option (but not the obligation) to Secured Party, among other remedies and subject to Notice (defined below), of Debtor issuing shares (the “Shares”) of Debtor’s common stock, $2.50 par value (“Common Stock”), currently traded on the NASDAQ Global Market (“NASDAQ”) under the symbol “KEQU,” to Secured Party for the consideration of entering into the Note and no additional consideration and pursuant to the terms and conditions in this Agreement to secure the payment and performance of the Note.

NOW, THEREFORE, in consideration of the premises, and the covenants, promises, representations and warranties set forth herein, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged by the parties), intending to be legally bound hereby, the parties hereby agree as follows:

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ARTICLE I

SECURITY INTEREST

Section 1.01 Issuance of Shares.

(a) To secure the payment and performance of the Note, Debtor hereby grants to Secured Party, the right to acquire the Shares and all rights, title, and interests attached thereto, free and clear of all liens, subject to the terms and conditions contained in this Agreement (the “Issuance Right”). Secured Party hereby (i) accepts the Issuance Right granted for its benefit pursuant to the terms and conditions contained herein and (ii) acknowledges that such Issuance Right is not a stock option granted under Debtor’s stock option plan(s) or otherwise but a contractual right to Shares pursuant to the terms and conditions contained in this Agreement.

(b) The Issuance Right will be exercisable by Secured Party at any time after all of the conditions set forth below are met:

(i) Secured Party notifies Debtor in writing that an Event of Default has occurred, providing reasonable detail of the occurrence including section citation under the Note (the “Notice”);

(ii) pursuant to its commercially reasonable best efforts following receipt of the Notice, Debtor shall have obtained, to the extent applicable, any approvals (including stockholder approval, if applicable) that are required for Debtor to issue the Shares pursuant to the Issuance Right;

(iii) any exercise of the Issuance Right shall be in compliance with, and subject to the terms and conditions of, the Subordination Agreement and the Senior Obligations (as defined in the Subordination Agreement); and

(iv) Secured Party has certified in writing to Debtor that Secured Party is not in possession of any material, nonpublic information regarding Debtor or its affiliates (other than the Event of Default under the Note and the direct underlying causes resulting in such Event of Default).

(c) The closing of the issuance of Shares pursuant to the exercise of the Issuance Right (the “Issuance,” and the date of the Issuance, the “Issuance Date”) shall take place remotely via the exchange of documents and signatures on the Issuance Date.

Section 1.02 Number of Shares. If the Issuance Right is elected by Secured Party, the number of Shares of Common Stock to be issued will be equal to the quotient of (A) the Default Amount for which Issuance Right is exercised pursuant to the Notice, divided by (B) the lesser of (i) the closing price of the Common Stock on NASDAQ on the second (2^nd^) business day prior to the Issuance Date or (ii) the volume-weighted average trading price for the Common Stock for the twenty (20) trading days ending on the second (2^nd^) business day prior to the Issuance Date, as reported by Bloomberg, L.P. through its “VWAP” function utilizing the “Bloomberg Definition” calculation methodology.

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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF DEBTOR

Section 2.01 Organization and Authorization.

(a) Debtor has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Delaware, with corporate power and authority to own, lease and operate its properties and conduct its business as presently conducted and to enter into, deliver and perform its obligations under this Agreement.

(b) The Shares have been duly authorized and, when issued and delivered to Secured Party in accordance with the terms of this Agreement and registered, the Shares will be validly issued, fully paid and non-assessable and will not have been issued in violation of or subject to any preemptive or similar rights created under Debtor’s certificate of incorporation and bylaws (the “Organizational Documents”) or under the laws of the State of Delaware.

(c) This Agreement has been duly authorized, executed and delivered by Debtor and, assuming that this Agreement constitutes the valid and binding agreement of Secured Party, is a valid and binding obligation of Debtor, and is enforceable against it in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.

Section 2.02 No Violation.

(a) The execution, delivery and performance of this Agreement, including the issuance (if any) of the Shares and the consummation of the other transactions contemplated hereby, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Debtor pursuant to the terms of: (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Debtor is a party or by which Debtor is bound or to which any of the property or assets of Debtor is subject; (ii) the Organizational Documents of Debtor; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over Debtor or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a material adverse effect on the business, properties, assets, liabilities, operations, condition (including financial condition), stockholders’ equity or results of operations of Debtor or materially and adversely affect the validity of the Shares or the legal authority or ability of Debtor to perform in any material respects its obligations hereunder (a “Material Adverse Effect”).

(b) Debtor is not in default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of (i) the Organizational Documents of Debtor, (ii) any loan or credit agreement, guarantee, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which, as of the date of this Agreement, Debtor is a party or by which Debtor’s properties or assets are bound or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over Debtor or any of its properties, except, in the case of clauses (ii) and (iii), for defaults or violations that have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

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(c) Debtor is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance by Debtor of this Agreement (including the issuance of the Shares), other than: (i) the filing with the Securities and Exchange Commission (the “Commission”) of the Registration Statement (as defined below); (ii) filings required by applicable state securities laws; (iii) the filing of a Notice of Exempt Offering of Securities on Form D with the Commission under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”); (iv) the filings required in accordance with Article IV of this Agreement; (v) those required by NASDAQ, including with respect to obtaining approval of Debtor’s stockholders; and (vi) any filing, the failure of which to obtain would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect.

Section 2.03 Common Stock. The issued and outstanding Common Stock is registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is listed for trading on NASDAQ under the symbol “KEQU.” There is no suit, action, proceeding or investigation pending or, to the knowledge of Debtor, threatened against Debtor by NASDAQ or the Commission with respect to any intention by such entity to deregister the Common Stock or prohibit or terminate the listing of the Common Stock on NASDAQ. Debtor has taken no action that is designed to terminate the registration of the Common Stock under the Exchange Act or the listing of the Common Stock on NASDAQ.

Section 2.04 Legal Proceeding. Except for such matters as have not had and would not be reasonably likely to have, individually or in the aggregate, a Material Adverse Effect, there is no (i) investigation, action, suit, claim or other proceeding, in each case by or before any governmental authority pending, or, to the knowledge of Debtor, threatened against Debtor or (ii) judgment, decree, injunction, ruling or order of any governmental entity outstanding against Debtor.

Section 2.05 Brokers. Debtor has not paid, and is not obligated to pay, any brokerage, finder’s or other fee or commission in connection with its issuance (if any) of the Shares, including, for the avoidance of doubt, any fee or commission payable to any stockholder or affiliate of Debtor.

Section 2.06 No General Solicitation. None of Debtor, its subsidiaries or any of their affiliates, nor any person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the issuance (if any) of any of the Shares under the Securities Act, whether through integration with prior offerings pursuant to Rule 502(a) of the Securities Act or otherwise.

Section 2.07 No Bankruptcy. Neither Debtor nor any of its subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy, insolvency, reorganization, receivership, liquidation, administration or winding up or failed to pay its debts when due, nor does Debtor or any subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or seek to commence an administration.

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Section 2.08 No Other Representations. Except for the representations and warranties expressly set forth in this Article II, Debtor makes no other representations or warranties of any kind or character regarding Debtor or the Shares.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF SECURED PARTY

Section 3.01 Organization and Authorization. Secured Party has the right, power and authority to enter into this Agreement and perform all of its obligations under this Agreement. This Agreement, assuming that it constitutes the valid and binding agreement of Debtor, is a valid and binding obligation of Secured Party, and is enforceable against it in accordance with its terms, except as may be limited or otherwise affected by (i) bankruptcy, insolvency, fraudulent conveyance, moratorium or other laws relating to or affecting the rights of creditors generally, and (ii) principles of equity, whether considered at law or equity.

Section 3.02 No Violation. The execution, delivery and performance of this Agreement, including obtaining the Shares and the consummation of the other transactions contemplated hereby, will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Secured Party pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Secured Party is a party or by which Secured Party is bound or to which any of the property or assets of Secured Party is subject, or (ii) any statute or any judgment, order, rule or regulation of any court or governmental agency, taxing authority or regulatory body, domestic or foreign, having jurisdiction over Secured Party or any of its properties that would reasonably be expected to have a material adverse effect on the legal authority or ability of Secured Party to perform in any material respects its obligations hereunder.

Section 3.03 Investment Representations.

(a) Understandings or Arrangements. Secured Party is acquiring the Shares only for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Shares. Secured Party is not acquiring the Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act.

(b) Unregistered Status. Secured Party understands that the Shares may not be resold, transferred, pledged or otherwise disposed of by Secured Party absent an effective registration statement under the Securities Act pursuant to Article IV or pursuant to a valid exemption from registration.

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(c) Access to Information. In making its decision to acquire the Shares, Secured Party represents that it has relied solely upon independent investigation made by Secured Party and the representations, warranties, covenants and agreements made by Debtor herein. Secured Party acknowledges and agrees that Secured Party has received such information as Secured Party deems necessary in order to make an investment decision with respect to the Shares. Secured Party represents and agrees that Secured Party and Secured Party’s professional advisor(s), if any, have had the opportunity to ask such questions, receive such answers and obtain such information as Secured Party and such Secured Party’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Shares.

(d) Acknowledgment of Risk. Secured Party acknowledges that it is aware that there are substantial risks incident to the purchase and ownership of the Shares, including those set forth in Debtor’s filings with the Commission. Secured Party has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares, and Secured Party has sought such accounting, legal and tax advice as Secured Party has considered necessary to make an informed investment decision.

(e) Possibility of Loss. Alone, or together with any professional advisor(s), Secured Party represents and acknowledges that Secured Party has adequately analyzed and fully considered the risks of an investment in the Shares and determined that the Shares are a suitable investment for Secured Party and that Secured Party is able at this time and in the foreseeable future to bear the economic risk of a total loss of Secured Party’s investment in Debtor. Secured Party acknowledges specifically that a possibility of total loss exists.

(f) No Government Agency. Secured Party understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Shares or made any findings or determination as to the fairness of this investment.

Section 3.04 OFAC. Secured Party represents and warrants that Secured Party is not (i) a person or entity named on the OFAC List, (ii) owned or controlled by, or acting on behalf of, a person, that is named on an OFAC List, (iii) organized, incorporated, established, located, resident or born in, or a citizen, national, or the government, including any political subdivision, agency, or instrumentality thereof, of, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, or any other country or territory embargoed or subject to substantial trade restrictions by the United States, (iv) a Designated National as defined in the Cuban Assets Control Regulations, 31 C.F.R. Part 515, or (v) a non-U.S. shell bank or providing banking services indirectly to a non-U.S. shell bank. Secured Party agrees to provide law enforcement agencies, if requested thereby, such records as required by applicable law, provided that Secured Party is permitted to do so under applicable law. Secured Party represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. section 5311 et seq.), as amended by the USA PATRIOT Act of 2001, and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Secured Party maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Secured Party also represents that, to the extent required, it maintains policies and procedures reasonably designed to ensure compliance with OFAC-administered sanctions programs, including for the screening of its investors against the OFAC Lists.

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Section 3.05 Brokers. Secured Party has not paid, and is not obligated to pay, any brokerage, finder’s or other fee or commission in connection with the issuance (if any) of the Shares, including, for the avoidance of doubt, any fee or commission payable to any affiliate of Secured Party.

Section 3.06 No Other Representations. Except for the representations and warranties expressly set forth in this Article III, Secured Party makes no other representations or warranties of any kind or character regarding Secured Party.

ARTICLE IV

REGISTRATION RIGHTS

Section 4.01 Registration Rights. Debtor agrees that, within sixty (60) calendar days after the Issuance Date (the “Filing Date”), Debtor shall use its commercially reasonable efforts to file with the Commission (at Debtor’s sole cost and expense) a registration statement registering the resale of the Shares (the “Registration Statement”), and Debtor shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof (such date, the “Effectiveness Date”); provided, however, that if the Commission is closed for operations due to a government shutdown, the Effectiveness Date shall be extended by the same amount of days that the Commission remains closed for operations; provided, further, that Debtor’s obligations to include the Shares in the Registration Statement are contingent upon Secured Party furnishing in writing to Debtor such information regarding Secured Party, the securities of Debtor held by Secured Party and the intended method of disposition of the Shares as shall be reasonably requested by Debtor to effect the registration of the Shares, and Secured Party shall execute such documents in connection with such registration as Debtor may reasonably request that are customary of a selling stockholder in similar situations, including providing that Debtor shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder; provided that Secured party shall not in connection with the foregoing be required to execute any lock-up or similar agreement or otherwise be subject to any contractual restriction on the ability to transfer the Shares. Any failure by Debtor to file the Registration Statement by the Filing Date or to effect such Registration Statement by the Effectiveness Date shall not otherwise relieve Debtor of its obligations to file or effect the Registration Statement as set forth above in this Section 4.01. Notwithstanding the foregoing, if the Commission prevents Debtor from including any or all of the Shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the Shares, such Registration Statement shall register for resale such number of Shares which is equal to the maximum number of Shares as is permitted by the Commission. Debtor will use its commercially reasonable efforts to maintain the continuous effectiveness of the Registration Statement until all the Shares cease to be Registrable Securities (as defined below) or such shorter period upon which Secured Party with Registrable Securities included in such Registration Statement has notified Debtor that such Registrable Securities have actually been sold. Debtor will file all reports, and provide all customary and reasonable cooperation, necessary to enable Secured Party to resell Registrable Securities pursuant to the Registration Statement or Rule 144 under the Securities Act (“Rule 144”), as applicable, qualify the Registrable Securities for listing on NASDAQ or the applicable stock exchange, update or amend the Registration Statement as necessary to include Registrable Securities and provide customary notice to holders of Registrable Securities. “Registrable Securities” shall mean, as of any date of determination, the Shares and any other equity security of Debtor issued or issuable

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with respect to the Shares by way of share split, dividend, distribution, recapitalization, merger, exchange, replacement or similar event or otherwise. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities at the earliest of (A) when Secured Party ceases to hold any Shares, (B) the date all Shares held by Secured Party may be sold without restriction under Rule 144, including any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144, other than the requirement for Debtor to be in compliance with the current public information required under Rule 144(c), (C) when they shall have ceased to be outstanding and (D) two years from the date of effectiveness of the Registration Statement.

Section 4.02 Debtor Covenants.

(a) In the case of the registration, qualification, exemption or compliance effected by Debtor pursuant to this Agreement, Debtor shall, upon reasonable request, inform Secured Party as to the status of such registration, qualification, exemption and compliance. At its expense Debtor shall:

(i) except for such times as Debtor is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, use its commercially reasonable efforts to keep such registration, and any qualification, exemption or compliance under state securities laws which Debtor determines to obtain, continuously effective with respect to Secured Party, and to keep the applicable Registration Statement or any subsequent shelf registration statement free of any material misstatements or omissions, until the earliest of the following: (i) Secured party ceases to hold any Shares; (ii) the date all Shares held by Secured Party may be sold without restriction under Rule 144, including any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144, other than the requirement for Debtor to be in compliance with the current public information required under Rule 144(c); and (iii) two years from the effective date of the Registration Statement. The period of time during which Debtor is required hereunder to keep a Registration Statement effective is referred to as the “Registration Period”;

(ii) advise Secured Party within five (5) business days:

(1) when a Registration Statement or any amendment thereto has been filed with the Commission and when such Registration Statement or any post-effective amendment thereto has become effective;

(2) of any request by the Commission for amendments or supplements to any Registration Statement or the prospectus included therein or for additional information;

(3) of the issuance by the Commission of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for such purpose;

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(4) of the receipt by Debtor of any notification with respect to the suspension of the qualification of the Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and

(5) subject to the provisions in this Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein are not misleading and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading.

Notwithstanding anything to the contrary set forth herein, Debtor shall not, when so advising Secured Party of such events, provide Secured Party with any material, nonpublic information regarding Debtor other than to the extent that providing notice to Secured Party of the occurrence of the events listed in (1) through (5) above constitutes material, nonpublic information regarding Debtor;

(iii) use its commercially reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of any Registration Statement as soon as reasonably practicable;

(iv) upon the occurrence of any event contemplated above, except for such times as Debtor is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of a Registration Statement, Debtor shall use its commercially reasonable efforts to as soon as reasonably practicable prepare a post-effective amendment to such Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(v) use its commercially reasonable efforts to cause all Shares to be listed on NASDAQ or such other applicable securities exchange or market on which the Shares have been listed; and

(vi) use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Shares contemplated hereby and to enable Secured Party to sell the Shares under Rule 144.

Section 4.03 Delay; Suspension. Notwithstanding anything to the contrary in this Agreement, Debtor shall be entitled to delay or postpone the effectiveness of the Registration Statement, and from time to time to require Secured Party not to sell under the Registration Statement or to suspend the effectiveness thereof, if the negotiation or consummation of a transaction by Debtor or its subsidiaries is pending or an event has occurred, which negotiation, consummation or event Debtor’s board of directors reasonably believes, upon the advice of legal counsel, would require additional disclosure by Debtor in the Registration Statement of material

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information that Debtor has a bona fide business purpose for keeping confidential and the non-disclosure of which in the Registration Statement would be expected, in the reasonable determination of Debtor’s board of directors, upon the advice of legal counsel, to cause the Registration Statement to fail to comply with applicable disclosure requirements (each such circumstance, a “Suspension Event”); provided, however, that Debtor may not delay or suspend the Registration Statement on more than two occasions or for more than sixty (60) consecutive calendar days, or more than one hundred and twenty (120) total calendar days, in each case during any twelve-month period. Upon receipt of any written notice from Debtor of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, Secured Party agrees that (i) it will immediately discontinue offers and sales of the Shares under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until Secured Party receives copies of a supplemental or amended prospectus (which Debtor agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by Debtor that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by Debtor unless otherwise required by law or subpoena. If so directed by Debtor, Secured Party will deliver to Debtor or, in Secured Party’s sole discretion destroy, all copies of the prospectus covering the Shares in Secured Party’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Shares shall not apply (i) to the extent Secured Party is required to retain a copy of such prospectus (a) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (b) in accordance with a bona fide pre-existing document retention policy, or (ii) to copies stored electronically on archival servers as a result of automatic data back-up.

Section 4.04 Secured Party Covenants.

(a) If requested by Debtor at any time, Secured Party agrees to furnish to Debtor a signed and completed selling stockholder questionnaire in a form provided by Debtor at least five (5) days prior to the filing of any Registration Statement. At least five (5) days prior to the filing date of any Registration Statement or amendment thereto (including any post-effective amendment), Debtor will notify Secured Party of the information Debtor reasonably requires from Secured Party other than the information contained in such questionnaire provided by Secured Party, if any, which shall be completed and delivered to Debtor promptly upon request and, in any event, within two (2) days following such request. Secured Party further agrees that it shall not be entitled to be named as a selling stockholder in any Registration Statement or use any Prospectus for offers and resales of Shares at any time unless Secured Party has returned to Debtor such a completed and signed questionnaire and a response to any such request for further information as described in the previous sentence. Secured Party acknowledges and agrees that the information in such questionnaire or its response to any such request for further information as described in this Section 4.04 may be used by Secured Party in the preparation of the Registration Statement and the Prospectus and hereby consents to the inclusion of all of such information in the Registration Statement and the Prospectus.

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(b) If requested by Debtor at any time, Secured Party promptly shall furnish to Debtor a certified statement as to (i) the number of shares of Common Stock beneficially owned by Secured Party and any affiliate thereof, (ii) any Financial Industry Regulatory Authority (“FINRA”) affiliations, (iii) the identity of any legal entities or natural persons who have the power to vote or dispose of the Shares and/or (iv) any other information as may be requested by the Commission, FINRA or any state securities commission.

ARTICLE V

INDEMNIFICATION

Section 5.01 Indemnification by Debtor. Debtor agrees to indemnify and hold harmless, to the extent permitted by law, Secured Party from and against any and all losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees and expenses incurred in connection with defending or investigating any such action or claim) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, prospectus included in any Registration Statement (“Prospectus”) or preliminary Prospectus or any amendment thereof or supplement thereto or document incorporated by reference therein or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to Debtor by or on behalf of Secured Party expressly for use therein.

Section 5.02 Indemnification by Secured Party. Secured Party agrees to indemnify and hold harmless, to the extent permitted by law, Debtor, its directors and officers, employees and agents and each person who controls Debtor (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by Secured Party expressly for use therein; provided, however, that in no event shall the liability of Secured Party be greater in amount than the dollar amount of the net proceeds received by Secured Party from the sale of Shares pursuant to such Registration Statement giving rise to such indemnification obligation.

Section 5.03 Claims Procedures. Any party entitled to indemnification herein shall (1) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any party’s right to indemnification hereunder to the extent such failure has not prejudiced the indemnifying party) and (2) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent. An indemnifying party who elects not to assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of legal counsel to any indemnified party a conflict of interest exists between such indemnified party and any other

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of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

ARTICLE VI

MISCELLANEOUS

Section 6.01 Termination. This Agreement may be terminated at any time prior to the Issuance Date:

(a) by mutual written agreement of the parties;

(b) by Secured Party by written notice to Debtor if there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Debtor pursuant to this Agreement that has not been cured (if curable) within thirty (30) days after being provided with written notice of such breach, inaccuracy in or failure to perform;

(c) by Debtor by written notice to Secured Party if there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Secured Party pursuant to this Agreement that has not been cured (if curable) within thirty (30) days after being provided with written notice of such breach, inaccuracy in or failure to perform; or

(d) by Debtor, automatically, upon full payment and satisfaction of all principal and accrued interest under the Note.

Upon termination of this Agreement by either Debtor or Secured Party in accordance with the provisions of this Section 6.01, the rights and obligations of each party hereunder shall immediately terminate without liability on any party; provided, that, no such termination shall relieve any party hereto from liability for any breach of this Agreement that occurred prior to such termination.

Section 6.02 Expenses. Except as otherwise expressly provided herein, each party hereto shall be responsible for its own fees and expenses and those of its advisors.

Section 6.03 Notices. All notices (including Notice), consents, requests, demands or other communications required or permitted hereunder shall be: (a) in writing; (b) sent by messenger, certified or registered U.S. mail, a reliable overnight delivery service or e-mail, charges prepaid (as applicable), to the appropriate address(es) set forth below; and (c) deemed to have been given on the date of delivery to the addressee (or, if the date of delivery is not a business day, on the first business day after the date of delivery), as evidenced by: (i) a receipt executed by the addressee (or a responsible person in his or her office), the records of the person delivering such communication or a notice to the effect that such addressee refused to claim or accept such communication, if sent by messenger, U.S. mail or express delivery service; or (ii) confirmation

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of transmission or receipt generated by the sender’s computer showing that such communication was sent to the appropriate e-mail address on a specified date, if sent by e-mail. All such communications shall be sent to the following addresses, or to such other addresses as any party may inform the others by giving five (5) business days’ prior written notice pursuant to this Section 6.03:

(a)	if to Debtor:

Kewaunee Scientific Corporation

2700 West Front Street

Statesville, NC 28677

Attention: Thomas D. Hull III; Donald T. Gardner III

Email: tomhull@kewaunee.com; dongardner@kewaunee.com

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

K&L Gates LLP

70 W. Madison Street, Suite 3100

Chicago, IL 60602

Attention: Brent E. Williams

Email: brent.williams@klgates.com

and

K&L Gates LLP

210 Sixth Avenue

Pittsburgh, PA 15222

Attention: Jeffrey W. Acre

Email: jeffrey.acre@klgates.com

(b)	If to Secured Party:

[•]

[•]

[•]

Attention: [•]

Email: [•]

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

Fredrikson & Byron P.A.

200 S 6th Street

Suite 4000

Minneapolis, MN 55402

Attention: Brian Kensicki

Email: bkensicki@fredlaw.com

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Section 6.04 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to confer upon any person other than the parties and their respective successors, legal representatives and permitted assigns, any rights or remedies under or by reason of this Agreement.

Section 6.05 Successors and Assigns. This Agreement shall inure to the benefit of each party and the applicable executors, administrators, estates, heirs, legal successors and representatives.

Section 6.06 Amendment. No amendment of this Agreement will be effective unless it is in writing and signed by each party.

Section 6.07 Waiver. No provision of this Agreement may be waived in any manner except by written agreement. No failure or delay by any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

Section 6.08 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall be deemed to be one and the same agreement or document. A signed copy of this Agreement transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement for all purposes.

Section 6.09 Electronic Delivery. This Agreement and each other agreement or instrument entered into in connection herewith or contemplated hereby, and any amendments hereto, to the extent signed and delivered by means of electronic transmission in portable document format (PDF) or comparable electronic transmission, shall be treated in all manner and respects as an original agreement or instrument and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any party hereto or to any such agreement or instrument, each other party hereto or thereto shall reexecute original forms thereof and deliver them to all other parties. No party hereto or to any such agreement or instrument shall raise the use of PDF electronic transmission or comparable electronic transmission to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of PDF electronic transmission or comparable electronic transmission as a defense to the formation or enforceability of a contract and each such party forever waives any such defense.

Section 6.10 Descriptive Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute a section of this Agreement. The use of the word “including” in this Agreement shall mean “including without limitation.”

Section 6.11 Entire Agreement. This Agreement, together with the Note, constitutes the entire understanding and agreement of the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, written or oral, between the parties with respect to such matters.

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Section 6.12 Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

Section 6.13 Joint Drafting. The parties have participated jointly in the negotiating and drafting of this Agreement. In the event that an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

Section 6.14 Retention of Legal Counsel. Each party acknowledges that each such party has retained legal counsel of its choice and has had the opportunity to consult with such legal counsel with respect to this Agreement and the transactions contemplated in this Agreement. Each such party agrees that it has not relied on the advice of legal counsel to any other person.

Section 6.15 Choice of Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

Section 6.16 Venue; Jury Trial Waiver. EACH PARTY HEREBY SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF IREDELL, STATE OF DELAWARE. EACH PARTY HEREBY WAIVE ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. EACH PARTY RECOGNIZES AND AGREES THAT THE FOREGOING WAIVER CONSTITUTES A MATERIAL INDUCEMENT FOR IT TO ENTER INTO THIS AGREEMENT. EACH PARTY REPRESENTS AND WARRANTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

DEBTOR
KEWAUNEE SCIENTIFIC CORPORATION
By:
Name:	Thomas D. Hull III
Title:	President and Chief Executive Officer
SECURED PARTY
[•]

[Signature Page toSecurity Agreement ([●])]

EXHIBIT A

Note

EX-99.1

Exhibit 99.1

Kewaunee Scientific Corporation Completes Acquisition of Nu Aire

Exchange:	NASDAQ (KEQU)	Contact:	Donald T. Gardner III
			704/871-3274

STATESVILLE, N.C. November 1, 2024 – PRNewswire / Kewaunee Scientific Corporation (NASDAQ: KEQU)

Kewaunee Scientific Corporation (“Kewaunee”), a leader in laboratory furniture and technical product design and manufacturing, today announced the successful acquisition of Nu Aire, a Minneapolis-based company, for $55 million, subject to certain adjustments for debt, cash, transaction expenses, and net working capital. Nu Aire is renowned for its manufacturing of biological safety cabinets, airflow products, CO2 incubators, ultralow freezers, animal handling equipment, pharmacy compounding isolators, and related parts and accessories. Their products serve a diverse range of industries, including life sciences, healthcare, pharmacy, education, food and beverage, and industrial sectors.

The acquisition of Nu Aire presents a unique opportunity for Kewaunee to combine its robust capabilities with a recognized market leader whose product portfolio and well-developed channel strategy complement Kewaunee’s existing offerings. This acquisition expands Kewaunee’s capabilities, allowing the combined organization to better meet the diverse needs of end-users in laboratory furnishings. Additionally, Nu Aire has established distribution partners in regions where Kewaunee has not previously had a presence. This move accelerates Kewaunee’s vision of becoming the market leader in the design and manufacturing of laboratory furniture and technical products essential for outfitting laboratories.

“I am extremely excited to welcome Nu Aire, along with its associates and channel partners, to the Kewaunee team,” said Thomas D. Hull III, President and Chief Executive Officer of Kewaunee. “Nu Aire’s 50-plus-year history is a testament to the world-class organization built by the Peters family, founded by Max Peters with contributions by his sons James, Gerald, Richard, and Bill. As a part of the Kewaunee team, we are committed to preserving the legacy the Peters family established. I am also pleased to announce that Bill Peters will continue his role as President of Nu Aire and will join Kewaunee’s corporate management team.”

Nu Aire delivers an industry-leading product line that is recognized for its innovation and reliability, catering to critical sectors such as healthcare, life sciences, and education. These recession-resistant industries generally continue to thrive during economic slowdowns, providing Nu Aire with protection against market cycles. Furthermore, with a highly diversified customer base, Nu Aire is not overly reliant on any one customer or market segment. Nu Aire is also poised to capitalize on tailwinds from ongoing global investments in the life sciences, healthcare, and education sectors, as these industries experience continued investment prioritization. As a result, Nu Aire is strategically positioned to continue growing globally.

“Nu Aire was founded with the purpose of advancing science through the highest-quality, most dependable laboratory products on the market,” said Bill Peters, President of Nu Aire. “I am thrilled to continue that mission by joining the Kewaunee family and leveraging our complementary strengths to provide our customers with lab environments that are safe, efficient, and focused on the future.”

The acquisition of Nu Aire by Kewaunee marks a transformative moment for both companies, creating a more robust, diversified organization that is better equipped to serve global laboratory needs. Through this acquisition, the combined organization will enhance its product offerings and market reach, providing its channel partners with new growth opportunities.

Tom Hull noted “I believe that the combination of complementary products and services, along with operational synergies, will lead to improved operating performance, stronger customer relationships, and sustainable growth.”

K&L Gates LLP served as legal advisor to Kewaunee, while Carl Marks Securities LLC acted as the lead financial advisor. PNC Bank provided the financing for the transaction.

About Nu Aire

Founded in 1971 and based in Minneapolis, the Company is a leading manufacturer of equipment for a diverse range of laboratory and pharmacy environments. Nu Aire is the North American market share leader in biological safety cabinets and other airflow products and also offers a complete line of CO2 incubators, ultralow freezers, animal handling equipment, pharmacy compounding isolators, and parts and accessories. Nu Aire’s equipment is required for safety and quality in every type of laboratory: life sciences research, clinical, hospital, biotech and pharmaceutical R&D, academia, food and beverage, industrial and more. Nu Aire’s website is located at https://www.nuaire.com/.

About Kewaunee Scientific

Founded in 1906, Kewaunee Scientific Corporation is a recognized global leader in the design, manufacture, and installation of laboratory, healthcare, and technical furniture products. The Company’s products include steel and wood casework, fume hoods, adaptable modular systems, moveable workstations, stand-alone benches, biological safety cabinets, and epoxy resin work surfaces and sinks.

The Company’s corporate headquarters are located in Statesville, North Carolina. Sales offices are located in the United States, India, Saudi Arabia, and Singapore. Three manufacturing facilities are located in Statesville serving the domestic and international markets, and one manufacturing facility is located in Bangalore, India serving the local, Asian, and African markets. Kewaunee Scientific’s website is located at http://www.kewaunee.com.

This press release contains statements that Kewaunee believes to be “forward-lookingstatements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact included in this press release, including statements regarding Kewaunee’s future financialcondition, results of operations, business operations and business prospects, are forward-looking statements. Words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,”“predict,” “believe” and similar words, expressions and variations of these words and expressions are intended to identify forward-looking statements. Such forward-looking statements are subject to known and unknown risks,uncertainties, assumptions, and other important factors that could significantly impact results or achievements expressed or implied by such forward-looking statements. Such factors, risks, uncertainties and assumptions include, but are not limitedto: competitive and general economic conditions, including disruptions from government mandates, both domestically and internationally, as well as supplier constraints and other supply disruptions; changes in customer demands; technological changesin our operations or in our industry; dependence on customers’ required delivery schedules; risks related to fluctuations in Kewaunee’s operating results from quarter to quarter; risks related to international operations, including foreigncurrency fluctuations; changes in the legal and regulatory environment; changes in raw materials and commodity costs; acts of terrorism, war, governmental action, and natural disasters and other Force Majeure events. The cautionary statements madepursuant to the Reform Act herein and elsewhere by us should not be construed as exhaustive. We cannot always predict what factors would cause actual results to differ materially from those indicated by the forward-looking statements. Over time, ouractual results, performance, or achievements will likely differ from the anticipated results, performance or achievements that are expressed or implied by our forward-looking statements, and such difference might be significant and harmful to ourstockholders’ interest. Many important factors that could cause such a difference are described under the caption “Risk Factors,” in Item 1A of our Annual Report on Form 10-K for the fiscal yearended April 30, 2024, which you should review carefully, and in our subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. These reports areavailable on our investor relations website at www.kewaunee.com and on the SEC website at www.sec.gov. These forward-looking statements speak only as of the date of this document. Kewaunee assumes no obligation, and expressly disclaimsany obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise.