Quantum Cyber N.V 8-K, filed Jul 1, 2026
Quantum Cyber N.V. (QUCY)
About this 8-K
Quantum Cyber N.V filed this 8-K on July 1, 2026, reporting on events of June 26, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| The |
||||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
+1 (
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange On Which Registered | ||
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.
Asset Purchase Agreement
On June 26, 2026, Quantum Drones Corporation (“Quantum Drones”), a Nevada corporation and wholly-owned subsidiary of Quantum Cyber N.V. (the “Company”), entered into an Asset Purchase Agreement (the “APA”) with Arcade Technology LLC, a Connecticut limited liability company (“Arcade Technology”), pursuant which, subject to the terms and conditions set forth therein, Quantum Drones agreed to purchase from Arcade Technology substantially all the assets of Arcade Technology used in Arcade Technology’s business of providing precision metal stamping services as well as tool design and manufacturing services under the trade name Arcade Metal Stamping (the “Business”), including the trade name “Arcade Metal Stamping,” inventory, furniture, equipment, intellectual property, customer contracts and lists, permits and licenses, phone numbers and email lists, assigned contracts, and goodwill (collectively, the “Acquired Assets”), which excludes the Excluded Assets and Excluded Liabilities (each as defined in the APA) (collectively, the “Arcade Technology Acquisition”). In consideration of the Acquired Assets, Quantum Drones agreed to pay $900,000 to Arcade Technology plus the value of the non-defective, non-obsolete inventory of the Business. The aggregate consideration for the Business and Property (as defined herein) is $3,200,000, prior to adjustments or inventory value accounting, which aggregate consideration may be reallocated between the APA and PSA (as defined herein) provided the aggregate purchase price equals $3,200,000.
The closing of the Arcade Technology Acquisition is expected to occur on the third business day following expiration of the due diligence period (or such earlier date as agreed to by the parties) (the “Closing”), and is subject to certain closing conditions, including (i) the satisfactory completion of Quantum Drones’ due diligence investigation of Arcade Technology, the Business and the Acquired Assets during a ten-day due diligence period, (ii) Quantum Drones’ receipt of a notice from the Connecticut Department of Revenue Services regarding sales and use tax clearance requirements (or, alternatively, withholding of an estimated escrow amount from the Purchase Price pending receipt of such notice), and (iii) the simultaneous closing of the Property Acquisition (as defined below). The APA contains certain representations and warranties, termination provisions, covenants and indemnities customary for similar transactions. In addition, the APA provides that the APA may be terminated by Quantum Drones in its sole and absolute discretion during the due diligence period.
In connection with the execution of the APA, Quantum Drones entered into certain ancillary agreements, including employment agreements for certain employees of Arcade Technology. In addition, pursuant to the APA, Arcade Technology granted to Quantum Drones a license (the “License”) to (i) dropship equipment to, and store such equipment at, 38 Union Avenue, Bridgeport, Connecticut (the “Property”) and (ii) set-up and prepare Quantum Drones’ equipment in consideration for $10,000 per month. The License may be terminated upon the earlier of (i) the Closing and (ii) Arcade Technology’s written notice to Quantum Drones that it is terminating the License, provided such notice must be given at least 30 days in advance and cannot be provided prior to termination of the APA.
The foregoing summary of the Arcade Technology Acquisition and the terms and conditions of the APA is subject to, and is qualified in its entirety by, the full text of the APA, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
1
Purchase and Sale Agreement
On June 26, 2026, in connection with the Arcade Technology Acquisition, Quantum Drones entered into a Purchase and Sale Agreement (the “PSA”) with Arcade Realty LLC, a Connecticut limited liability company (“Arcade Realty”), for the acquisition of the Property, for an aggregate purchase price equal to $2,300,000 (the “Property Acquisition”). Quantum Drones delivered a deposit of $300,000 to the escrow agent in connection with the PSA (the “Deposit”).
The closing of the Property Acquisition is expected to occur simultaneously with the Closing of the Arcade Technology Acquisition, and is subject to certain customary closing conditions, including the simultaneous closing of the Arcade Technology Acquisition. The PSA contains certain representations and warranties, covenants, events of default provisions and indemnities customary for similar transactions; provided, however, that the representations and warranties of Arcade Realty and Quantum Drones do not survive the closing. The Property will be conveyed on an “as-is, where-is, with all faults” basis, except as otherwise expressly provided in the PSA.
In connection with the closing of the Property Acquisition, Arcade Realty has agreed to place into escrow $250,000 (the “Escrow Funds”) to indemnify Quantum Drones for (i) breaches of the PSA by Arcade Realty, (ii) breaches of the APA by Arcade Technology, (iii) sales and use tax liability of Arcade Technology under the APA, if any, and (iv) the cost to remediate environmental conditions at the Property to the extent recommended by Quantum Drones’ licensed environmental professional. Claims under items (i) through (iii) are subject to a cap of $30,000 and must be submitted within 60 days following closing. In no event shall Arcade Realty’s liability for remediation costs exceed the Escrow Funds.
The foregoing summary of the Property Acquisition and the terms and conditions of the PSA is subject to, and is qualified in its entirety by, the full text of the PSA, which is attached hereto as Exhibit 10.2 and incorporated herein by reference.
Amendment No. 2 to BP Intellectual Property License Agreement
On July 1, 2026, the Company entered into that certain Amendment No. 2 (“Amendment No. 2”), which amends that certain Intellectual Property License Agreement (as amended, the “IP Agreement”), dated as of May 12, 2026, as amended by Amendment No. 1 on June 1, 2026 (“Amendment No. 1”), by and between the Company and BP United, Inc. (“BP United”). Prior to Amendment No. 2, the IP Agreement provided for the Company’s reimbursement of BP United’s costs in connection with certain of the Company’s manufacturing operations in an aggregate amount of $1,000,000 (the “Reimbursement”). Pursuant to Amendment No. 2, the Reimbursement shall be removed in its entirety to provide for a one-time cash payment to BP United in an aggregate amount of $1,000,000, in consideration of BP United’s agreement to provide certain Technical Assistance (as defined in Amendment No. 1).
The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2, which is filed hereto as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 8.01 Other Events.
On June 29, 2026, the Company issued a press release announcing the Arcade Technology Acquisition and the Property Acquisition. A copy of the press release is attached as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Asset Purchase Agreement, dated June 26, 2026, by and between Quantum Drones Corporation and Arcade Technology LLC. | |
| 10.2* | Purchase and Sale Agreement, dated June 26, 2026, by and between Arcade Realty LLC and Quantum Drones Corporation. | |
| 10.3 | Amendment No. 2 to Intellectual Property License Agreement, dated as of July 1, 2026, by and between Quantum Cyber N.V. and BP United, Inc. | |
| 99.1 | Press Release, dated June 29, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Certain of the schedules (and similar attachments) to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K under the Securities Act of 1933, as amended, because they do not contain information material to an investment or voting decision and that information is not otherwise disclosed in the exhibit or the disclosure document. The registrant hereby agrees to furnish a copy of all omitted schedules (or similar attachments) to the SEC upon its request. |
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Quantum Cyber N.V. | ||
| By: | /s/ William Caragol | |
| Name: | William Caragol | |
| Title: | Chief Financial Officer | |
| Dated: July 1, 2026 | ||
3
Exhibit 10.1
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (“Agreement”) is made and entered into June 26, 2026 (“Effective Date”), by and between Quantum Drones corporation, a Nevada corporation (“Buyer”) and Arcade Technology LLC, a Connecticut limited liability company (“Seller”).
WHEREAS, Seller is engaged in the business of providing precision metal stamping services as well as tool design and manufacturing services under the trade name Arcade Metal Stamping (the “Business”); and
WHEREAS, Seller’s affiliate Arcade Realty LLC (as “Seller”) and Buyer’s parent, Quantum Cyber, N.V. a Dutch Corporation, as “Purchaser”, have entered into an Purchase and Sale Agreement (the “PSA”) as of even date, for the purchase of that certain real property known at 38 Union Avenue, Bridgeport, Connecticut (the “Property”), and the parties hereto intend that the closings under the PSA and this Agreement occur simultaneously.
WHEREAS, Seller wishes to sell and assign to Buyer, and Buyer wishes to purchase from Seller, substantially all of Seller’s assets used in the Business, subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and mutual agreement hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
I. TERMS OF AGREEMENT
1.1 Assets to be Sold by the Seller. Subject to the terms and conditions set forth in this Agreement, at the Closing, the Seller agrees to sell and deliver to the Buyer, and the Buyer agrees to purchase from the Seller, free and clear of all encumbrances of any kind, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights related to or used in the Business, whether, personal or mixed, tangible or intangible (including goodwill), wherever located, other than the Excluded Assets (collectively, the “Acquired Assets”), including without limitation, the following:
| (a) | The trade name “Arcade Metal Stamping”; |
| (b) | The non-defective, non-obsolete inventory of the Business (“Inventory”); |
| (c) | All furniture, shelving, racking and other tangible personal property utilized in the operation of the Business (other than the Equipment); |
| (d) | All equipment used in the operation of the Business as more particularly identified on Schedule 1.1(d) which schedule will be populated and delivered at the Closing (“Equipment”) |
| (e) | All intellectual property assets of the Business, including all social media, google and like accounts registered to the Business; |
| (f) | All customer contracts and customer lists, accounts and all business records, including, but not limited to, files, logs, and any other documents or papers pertaining to the Business (Seller’s customer list is attached hereto as Schedule 1.1(f).); |
| (g) | All transferrable permits, licenses, certificates, approvals, consents, registrations and authorizations pertaining to the Business; |
| (h) | All phone numbers, email and physical address lists and databases related to or used in the Business; |
| (i) | All agreements, contracts, licenses, leases, commitments, arrangements or understandings, written or oral, including any sales orders or purchase orders (collectively, the “Contracts”), including but not limited to those items set forth on Schedule 1.1(i) which schedule will be populated and delivered at the Closing (the “Assigned Contracts”); and |
| (j) | Any goodwill associated with the Acquired Assets or the Business. |
1.2 Certain Assets Excluded. Excluded from the Acquired Assets to be sold to Buyer are (collectively, “Excluded Assets”) (i) Seller’s cash and cash equivalents and (ii) accounts receivables owed to Seller from customers of the Business arising from pre-Closing sales (“Retained AR”), a schedule of which will be delivered at the Closing (“AR Schedule”).
1.3 Assumed and Excluded Liabilities. Upon the terms and subject to the conditions of this Agreement, Buyer assumes, effective as of the Closing, and from and after the Closing Buyer hereby agrees to pay, discharge or perform when due, as appropriate, all liabilities or obligations under the Assigned Contracts that relate to the period after Closing (excluding any obligations that relate to a breach of a Assigned Contract prior to the Closing) (“Assumed Obligations”). Except for the Assumed Obligations Buyer shall not assume any liabilities or obligations of any kind whatsoever (i) of Seller and/or (ii) relating to or arising out of the conduct of the Business or ownership/use of the Acquired Assets prior to the Closing Date, whether known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter arising (collectively, “Excluded Liabilities”).
1.4 Purchase Price. The purchase price for the Acquired Assets shall be $900,000.00 (“Base Purchase Price”) plus the Inventory Value (collectively, the “Purchase Price”) and payable by means of wire transfer of immediately available funds on the Closing Date from Buyer to Seller. Notwithstanding the foregoing, at Buyer’s election, Buyer may increase or decrease the Purchase Price hereunder, provided that such increase or decrease is accompanied by a concomitant change in the Purchase Price of the Property, such that the aggregate consideration paid for the Property and the Business is $3,200,000.00 (prior to any applicable adjustments or accounting for the Inventory Value), and Buyer gives notice of such changes in the respective Purchase Prices of the Property and Business at least three (3) days prior to the Closing Date. $20,000.00 of the Purchase Price shall be paid as a deposit, with the balance due at Closing. The deposit under this Agreement shall be governed in the same manner as the “Deposit” described in the PSA, and this Agreement shall be interpreted as though such provisions of the PSA were incorporated in this Agreement. The Purchase Price shall be subject to the escrow provisions of Section 3(d) of the PSA.
2
1.5 Inventory Value. The parties shall agree on the value of the Inventory (“Inventory Value”) prior to the Closing in a separate written instrument (“Inventory Schedule”). Raw material will be valued at cost, works in progress will be valued at cost of raw material plus labor, and finished goods will be valued at 75.0% of the customer’s price.
1.6 Allocation of Purchase Price. The Purchase Price shall be allocated among the Acquired Assets in accordance with the methodologies set forth on Schedule 1.6. Buyer and Seller shall file all tax returns and like items (including IRS Form 8594) in a manner that is consistent with such allocation and neither Buyer nor Seller shall take any position for tax purposes which is inconsistent with such allocation unless required to do so by applicable law.
II. REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller represents and warrants to the Buyer that both as of the Effective Date and as of the Closing Date:
2.1 Organization and Power; Authority. The Seller is a limited liability company validly existing under the laws of the State of Connecticut. The Seller possesses all requisite authority necessary to carry on the Business as presently conducted. The Seller has all necessary right, power and authorization to sign and perform all obligations under this Agreement. This Agreement has been duly executed and delivered by Seller and constitutes, and such other agreements and instruments when duly executed and delivered by Seller will constitute, legal, valid and binding obligations of Seller and will be enforceable in accordance with their respective terms.
2.2 No Violation. Neither the execution, delivery or performance of this Agreement nor the consummation of the transactions contemplated hereby is prohibited by, or requires the Seller to obtain any consent, authorization or approval or registration under, or gives any person the right to accelerate the performance of any obligation under (a) any agreement or commitment to which the Seller is bound, (b) any agreement, understanding or commitment relating to any bank or other institutional loans or indebtedness of the Seller, or (c) any judgment, decree, order, regulation or rule of any court or governmental authority, or any statute or law applicable to the Seller.
2.3 Taxes. The Seller has duly filed all tax reports and returns which are required to be filed by the Seller. The Seller has fully paid or provided (or will provide at Closing) for all taxes, charges, interest and penalties due or claimed to be due with respect to the Seller or the Business by all taxing authorities. There are no tax liens upon any of the Acquired Assets or the Business, and there are no unpaid taxes which are or could become a lien on the Acquired Assets. There are no ongoing audits of any tax returns filed by the Seller.
3
2.4 Title. The Seller has good and marketable title to all of the Acquired Assets, free and clear of all liens, mortgages, pledges, encumbrances, security interests, conditional sales agreements, or charges of any kind or character (other than the Secured Interests) and, upon Closing, Buyer will obtain the title to the Acquired Assets in the same such condition.
2.5 No Brokers or Finders. Seller has not retained any investment banker, broker, finder or similar advisor, or made any statement or representation to any party that would entitle such party to, or agreed to pay, any broker’s, finder’s, investment bankers’, advisor’s or similar fees or commissions in connection with the transactions contemplated by this Agreement.
2.6 Litigation. There is no litigation, proceeding or governmental investigation pending, or so far as is known to Seller, threatened, against Acquired Assets or relating to the Seller or the Business or the transaction contemplated by this Agreement, nor is there any basis known to Seller for such action. There are no orders, decrees or injunctions, regulations of any court or governmental department, commission, board, agency or instrumentality against Seller which affect, limit or control, or may affect, limit or control Seller’s method or manner of doing business.
2.7 Inventory. The Inventory which is ascribed value pursuant to Section 1.5 consists solely of material and goods of a quality and quantity which the Seller deems usable or saleable in the normal course of its business.
2.8 State of Assets. The Equipment being transferred hereunder is in reasonably good operating condition and working order and in a state of reasonable maintenance and repair, normal wear and tear and customary required maintenance excepted therefrom.
2.9 Obligations. Seller has no material obligations or liabilities (whether accrued, absolute, contingent or impending) of any nature not disclosed to Buyer (any liabilities contained in the financial statements provided by Seller to Buyer are deemed to have been disclosed).
2.10 Books and Records. The records and books of account of the Seller have been, and to the Closing, will be regularly kept and maintained on a consistent basis with preceding periods. All financial statements provided by Seller to the Buyer are materially true and accurate, and Seller has no obligations or liabilities (whether accrued, absolute, contingent or impending) of any nature that could interfere with Seller’s obligations hereunder.
2.11 Labor Practices. These are no pending unfair labor practice claims or other threatened or pending employment litigation pending concerning the Business. All employees are employed on an “at will” basis (with the Business not subject to any collective bargaining agreements) and are employed legally except as disclosed to the Buyer. Seller abides by all applicable wage and hours laws. Seller represents that there are no pension, retirement, or other employee benefit plans for which Seller has a monetary obligation.
4
2.12 Assignment. Seller has not: (i) made a general assignment for the benefit of its creditors, (ii) filed any petition in bankruptcy or suffered the filing of any involuntary petition by its creditors, (iii) suffered the appointment of a receiver to take possession of all or substantially all of its assets, (iv) suffered the attachment or judicial seizure of all or substantially all of its assets, or (v) admitted in writing its inability to pay its debts as they come due.
2.13 No Unfunded Retirement Liabilities. Seller has no unfunded or underfunded pension, 401(k), profit sharing or other so-called “retirement plan” liabilities and will not have any of same as of the Closing Date. At Closing, Seller shall terminate its retirement plans and cause beneficiaries to be able to roll their benefits over to IRAs or other accounts for which the Company has no direct, indirect or fiduciary liability.
III. REPRESENTATIONS AND WARRANTIES OF THE BUYER
The Buyer represents and warrants to the Seller that both as of the Effective Date and as of the Closing Date:
3.1 Legal, Valid and Binding Agreement. All action of the Buyer necessary to authorize the execution and delivery of this Agreement and the instruments to be executed and delivered pursuant thereto and to consummate the transactions contemplated hereby has been properly taken. Upon execution and delivery, this Agreement will constitute a legal, valid and binding agreement of the Buyer.
3.2 No Brokers or Finders. Buyer has not retained any investment banker, broker, finder or similar advisor, or made any statement or representation to any party that would entitle such party to, or agreed to pay, any broker’s, finder’s, investment bankers’, advisor’s or similar fees or commissions in connection with the transactions contemplated by this Agreement.
IV. CLOSING
4.1 Closing. Subject to satisfaction of the conditions to Closing set forth in Sections 4.3 and 4.4, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall occur on the third (3rd) day following expiration of the Due Diligence Period (or such earlier date as agreed to be the parties) by means of the following (completed in the following order and promptly in succession to one another): (1) electronic exchange of Closing Deliverables, (2) electronic fund transfer of the Purchase Price from Buyer to Seller and (3) transfer of the Acquired Assets from Seller to Buyer. The Closing shall be deemed effective as of 12:00 A.M. Eastern Time on the day that the Closing occurs (“Closing Date”). The Closing hereunder shall occur simultaneously with the Closing under the PSA.
5
4.2 Closing Deliverables. At the Closing:
| (i) | Seller shall deliver to the Buyer: |
| (a) | bill of sale duly executed by Seller transferring the Acquired Assets to Buyer (“Bill of Sale”); |
| (b) | a members consent authorizing the transactions contemplated hereunder; |
| (c) | the Inventory Schedule; |
| (d) | The Employee Agreements described in Section 5.10 hereinbelow; |
| (e) | Schedule 1.1(d); |
| (f) | Schedule 1.1(i); |
| (g) | AR Schedule; and |
| (h) | such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. |
| (ii) | Buyer shall deliver to the Seller: |
| (a) | countersigned Bill of Sale; |
| (b) | countersigned Inventory Schedule; |
| (c) | countersigned Employee Agreements described in Section 5.10 hereinbelow; |
| (d) | corporate consent authorizing the transactions hereunder; and |
| (e) | such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer, as may be required to give effect to this Agreement. |
The items in this Section 4.2 shall collectively be the “Closing Deliverables”.
4.3 Buyer’s Conditions to Closing.
(a) For the ten (10) days immediately following the Effective Date (the “Due Diligence Period”), Seller shall provide Buyer, its officers, directors, employees and representatives with reasonable access to Seller’s books, records, accountings, documents, contracts and other information pertaining to Seller, the Business and the Acquired Assets, and Seller will cause its officers, directors, employees and representatives to provide such requested information and make themselves fully available to facilitate and participate in Buyer’s due diligence investigation of Seller, the Business and the Acquired Assets. Buyer shall have the right in its sole and absolute discretion to terminate this Agreement by providing Seller written notice of Buyer’s election to cancel the Agreement prior to the expiration of the Due Diligence Period, in which event the parties shall have no further obligations to the other hereunder.
6
(b) If Seller is required by law to pay sales and use tax, Buyer shall either (I) have received a notice from the Connecticut Department of Revenue Services (the “DRS Notice”) of the requirements necessary for the Department of Revenue Services to issue the Clearance Certificate on behalf of the Seller for sales and use taxes under Section 12-424 of the Connecticut General Statutes (the “Clearance Certificate), with the amount of liability set forth in such DRS Notice as the estimated tax liability (the “Escrow Funds”) to be withheld at the Closing from the Purchase Price and paid over to the Connecticut Department of Revenue Services; or (II), if Buyer has not received the DRS Notice, Buyer shall withhold from the Purchase Price the Estimated Escrow and post such monies with Buyer’s counsel in escrow in accordance with Section 5.5.
4.4 Seller Condition to Closing. The obligation of Seller to consummate the Closing is subject to an affiliate of Buyer closing on the purchase of title to 38 Union Avenue, Bridgeport, CT from Arcade Realty LLC.
V. COVENANTS AND AGREEMENTS
5.1 Conduct of the Business. From the Effective Date through the Closing, Seller shall conduct the Business in the normal and regular manner and use its best efforts to preserve the Acquired Assets, the Business and the goodwill and relationships of its clients, customers, employees, suppliers and others having relationships with the Business. Seller shall maintain all Acquired Assets in substantially their present operating condition, repair and order, reasonable wear and tear in the ordinary usage and casualty excepted. During the period that this Agreement is in force, Seller shall not, except with Buyer, directly or indirectly take, authorize or permit any action that would in any manner initiate, support, solicit, invite, encourage, facilitate, negotiate or discuss any agreement or transaction of any kind concerning the Business and/or Acquired Assets of the Seller.
5.2 Further Assurances. After the Closing, each of the parties hereto agrees to take whatever further action is necessary and to execute whatever further documents, instruments of assignment, transfer, conveyance or authorization and agreements as may be reasonably requested by the other in order to fulfill the purposes and the intent of this Agreement.
5.3 Confidentiality. The parties will hold any information regarding this Agreement, the Seller, the Buyer, and all confidential and/or proprietary information relating to the Business (“Business Information”), Acquired Assets and the transactions contemplated hereby in strict confidence and will not divulge any such information to any third person (other than professional advisers), unless required by applicable law. No party may disclose any information regarding the amount, form, timing or structure of the consideration received or paid hereunder without the consent of the other, other than to the parties’ professional advisors. The parties agree that all information in their respective possession about the Business and Acquired Assets shall constitute confidential information belonging to the party furnishing the same and shall, from and after the Closing Date, be kept in strict confidence by them. Notwithstanding the foregoing, (i) after the Closing the Buyer shall solely and unilaterally control the Business Information and may take, or refrain from taking, any action with such information and (ii) Buyer may make such disclosures of information as are necessary to comply with the rules and regulations maintained by the Securities and Exchange Commission.
7
5.4 Transfer Taxes. All transfer, documentary, sales, use, stamp, registration, value added, and other like taxes and fees (including any penalties and interest) incurred in connection with this Agreement and the documents to be delivered hereunder shall be borne and paid by Seller when due. The Seller shall, at its own expense, timely file any tax return or other document with respect to such taxes or fees.
5.5 Tax Clearance. If Seller is required to pay Sales and Use Tax under Connecticut law, Seller shall provide Buyer with all information needed so that Buyer can notify the Connecticut Department of Revenue Services (“DRS”) of the transaction and request tax clearance certificates which shall be requested no later than five (5) days after the Effective Date. Seller shall cooperate with Buyer in connection with said notification/request, and Seller and Buyer shall comply with all instructions from the DRS in connection therewith, including any requirements that a portion of the Purchase Price be withheld or remitted directly to the DRS. This obligation is absolute and without regard to whether Seller decides to dispute or contest the amount of liability the DRS claims may be owed or requires to be withheld and/or remitted. If the Buyer is not in possession of a so-called “escrow letter” from DRS prior to the Closing Date, the parties agree that Buyer’s legal counsel shall hold a sum (the “Estimated Escrow”) equal to 300% of the average monthly sales and use tax paid by Seller to DRS over the twelve (12) full calendar months immediately preceding the Closing Date. Once DRS provides its escrow letter, then within three (3) business days, (a) Buyer’s counsel shall remit from the Estimated Escrow to DRS the escrow requirement provided by DRS and (b) Buyer’s counsel shall pay over any excess Estimated Escrow to Seller or Seller shall pay to DRS the amount by which the DRS’s escrow requirement exceeds the Estimated Escrow, as the case may be. For purposes of clarity, if Seller is not required to pay sales and use tax, this Section 5.5 shall not apply.
5.6 Employees. Seller shall terminate all employees of the Business effective as of the Closing Date, and Buyer shall offer employment, on an “at will” basis and otherwise on terms substantially similar to those of which Seller provided, to all such employees whom Buyer desires to hire, effective as of the Closing Date. Seller shall be solely responsible, and Buyer shall have no obligation whatsoever for, any compensation or other amounts payable to any current or former employee, officer, director, independent contractor or consultant of the Business for any period prior to the Closing Date, and Seller shall pay all such amounts to all persons entitled to such amounts up to the Closing Date, including, solely as to employees who are not hired by Buyer, all so-called “paid time off” to which such employees are entitled as of the Closing Date but have not yet taken.
8
5.7 Accounts Payable. Seller shall be solely responsible, and Buyer shall have no obligation whatsoever for, any accounts payable of the Business arising from purchases made prior to the Closing Date. At Closing, Seller shall provide Buyer with a schedule of all payables owed as of the Closing Date and copies of the payments made to the payees from the Closing proceeds.
5.8 Accounts Receivable. Following the Closing, Buyer shall assist Seller with the collection of the Retained AR. Buyer agrees to promptly pay over to Seller any payments made to Buyer against the Retained AR. Any post-Closing payments by a customer of the Business shall first be applied against any outstanding accounts receivable of such customer that constitute a portion of the Retained AR unless, and only if, such outstanding accounts receivable is disputed by such customer and the payment is specified by such customer to be made against accounts receivable arising from post-Closing time periods.
5.9 Liens. Seller shall, in connection with the Closing, cause all UCC filings and other liens and indebtedness to which Seller is obligated to be paid in full and terminated at Closing, including but not limited to the UCC-1s filed with the Connecticut Secretary of State as Original Financing Statement filing # 0005015192 and Original Financing Statement filing # 0003369119.
5.10 Employment. Buyer shall, effective as of the Closing Date, enter into employment agreements with each of William Rhone and Steven Pepe providing for the following (“Employment Agreements”, which Employment Agreements shall be negotiated by the parties during the Due Diligence Period):
a. William Rhone: base salary of $3,500 per week for 3 year term with non-compete covenants (if terminated without cause during the term, base salary plus stipend paid for the balance of the term as severance); and
b. Steven Pepe: base salary of $4,000 per week plus for 3 year term with non-compete covenants (if terminated without cause during the term, base salary plus stipend paid for the balance of the term as severance).
5.11 License for Use of 38 Union Avenue. Commencing as of the Effective Date, Seller grants Buyer a license to (i) dropship equipment to, and store such equipment at, 38 Union Avenue, Bridgeport, Connecticut and (ii) set-up and prepare Buyer’s equipment. Buyer shall pay $10,000/month (pro-rated as applicable) for the foregoing license. The license shall terminate upon the earlier of (i) the Closing and (ii) Seller’s written notice to Buyer that it is terminating the license, provided such notice must be given at least 30 days in advance and cannot be provided prior to termination of this Agreement. In the event of the termination of the license pursuant to the foregoing item (ii), all of Buyer’s equipment must be removed upon such termination; if such equipment is not removed, Buyer shall remain responsible for the license fee until removed. On the Effective Date, Buyer shall prepay one full month of the license fee and one pro-rated month of the license fee (measured from the Effective Date through the end of the month that the Effective Date falls within); if the Closing occurs prior the end of the month following the month the Effective Date falls within, any unearned license fee will be credited against the Purchase Price. Seller shall have no liability to Buyer for any damage to, or loss associated with, its equipment unless arising from Seller’s willful misconduct. Any due and unpaid license fee may be satisfied from the deposit hereunder in the event of the termination of this Agreement.
9
VI. SURVIVAL AND INDEMNIFICATION
6.1 Survival and Limitations. The representations and warranties of Seller contained in this Agreement shall survive the Closing Date for a period of six (6) months. All covenants and agreements of the parties contained herein shall survive the Closing indefinitely or for the period explicitly specified herein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of the relevant representation or warranty and such claims shall survive until finally resolved.
6.2 Indemnification by Seller. From and after the Closing Date, Seller shall indemnify, defend and hold harmless the Buyer, and its officers, members, employees and agents (each a “Buyer Indemnitee”), from and against any claims, demands, suits, proceedings, judgments, losses, liabilities, damages, taxes, costs, and expenses of every kind and nature (including reasonable attorneys’ fees) (collectively, “Losses”) that a Buyer Indemnitee may suffer, sustain or become subject to based upon, arising out of, with respect to or by reason of:
| (a) | any violation, contravention or breach of any covenant, agreement or obligation of the Seller pursuant to this Agreement; |
| (b) | any inaccuracy, breach, or misrepresentation in any representation or warranty of the Seller contained in this Agreement; and/or |
| (c) | Excluded Liabilities. |
6.3 Indemnification by Buyer. From and after the Closing Date, Buyer shall indemnify, defend and hold harmless the Seller and its officers and member (each a “Seller Indemnitee”), from and against any Losses that a Seller Indemnitee may suffer, sustain or become subject to based upon, arising out of, with respect to or by reason of:
| (a) | any violation, contravention or breach of any covenant, agreement or obligation of the Buyer pursuant to this Agreement; |
| (b) | any inaccuracy, breach, or misrepresentation in any representation or warranty of the Buyer contained in this Agreement; |
| (c) | the Assumed Obligations; and/or |
| (d) | all post-Closing operations of the Business. |
10
6.4 Notice of Matters Involving Third Parties. Promptly after receipt by a Seller Indemnitee or Buyer Indemnitee, as applicable (the “Indemnified Party”), of notice of the commencement of any claim by a third party against it that the Indemnified Party is entitled to indemnification hereunder, such Indemnified Party will give prompt notice to Seller or Buyer, as applicable (the “Indemnifying Party”), of the commencement of such claim, but the failure to notify the Indemnifying Party will not relieve the Indemnifying Party of any liability that it may have to the Indemnified Party, except to the extent that the Indemnifying Party demonstrates that the defense of such proceeding is materially prejudiced by the Indemnified Party’s failure to give such notice.
6.5 Direct Claims. Any claim by an Indemnified Party for Losses which do not result from third party claims shall be asserted by the Indemnified Party giving the Indemnifying Party reasonably prompt written notice thereof. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses by reason of such failure. Such notice by the Indemnified Party shall describe the claim in reasonable detail, shall include copies of all material written evidence thereof and shall indicate the estimated amount, if reasonably practicable, of the Losses that have been or may be sustained by the Indemnified Party. The Indemnifying Party shall have thirty (30) days after its receipt of such notice to respond in writing to such claim. If the Indemnifying Party does not respond within such thirty (30) day period, the Indemnifying Party shall be deemed to have accepted such claim.
6.6 Limitations. In no event shall the obligations of the Seller under this Section 6 exceed, in the aggregate, $900,000.00 plus the Inventory Value. The obligations of the Seller under this Section 6 to indemnify the Buyer Indemnitees for certain Losses shall be reduced by any insurance proceeds or similar payments actually received by the Buyer Indemnitees (or their affiliates) that are responsive to such Losses. The indemnification obligations of the parties under this Section 6 shall terminate on the one (1) year anniversary of the Closing Date.
6.7 Tax Treatment of Indemnification Payments. All indemnification payments made under this Agreement shall be treated by the parties as an adjustment to the Purchase Price for tax purposes to the fullest extent permitted by law.
6.8 Exclusive Remedy. The parties acknowledge and agree that their sole and exclusive remedy with respect to any and all claims for any breach of any representation, warranty, covenant, agreement or obligation set forth herein or otherwise relating to the subject matter of this Agreement shall be pursuant to the indemnification provisions set forth in this Section 6.
11
VII. TERMINATION
7.1 Termination. This Agreement may be terminated at any time prior to the Closing;
| (a) | by mutual written consent of the parties hereto; |
| (b) | by Buyer pursuant to the terms and condition of Section 4.3(a); |
| (c) | by Buyer by written notice to Seller if (i) Buyer is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by the Seller pursuant to this Agreement and such breach, inaccuracy or failure has not been cured by Seller within 10 days of Seller’s or Owner’s receipt of written notice of such breach by Buyer or (ii) a Material Adverse Effect has occurred; or |
| (d) | by Seller by written notice to Buyer if the Due Diligence Period has expired, Seller is not then in material breach of any provision of this Agreement and there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by the Buyer pursuant to this Agreement and such breach, inaccuracy or failure has not been cured by Buyer within 10 days of Buyer’s receipt of written notice of such breach by Seller. |
A default by either party hereunder under this Agreement shall constitute a default under the PSA, and a default by either party under the PSA shall constitute a default under this Agreement.
In the event of a termination of this Agreement pursuant to this Section 7.1(a) or Section 7.1(b), the parties shall have no further obligations to each other hereunder.
In the event of a termination of this Agreement pursuant to Section 7.1(d), Seller’s sole remedy shall be retention of Buyer’s deposit, plus any rights to be paid license fees under the PSA. In the event of Seller’s default which would permit Buyer to terminate this Agreement pursuant to Section 7.1(c), Buyer may elect either (i) to terminate and receive a return of Buyer’s deposit or (ii) specific performance.
A “Material Adverse Effect” means, with respect to any person or entity, any event, development or condition that, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect upon (x) the assets, liabilities, financial condition, Business or results of operations of Seller or (y) the ability of Seller to consummate the transaction.
VIII. GENERAL PROVISIONS
8.1 Notices. All notices and other communications given pursuant to this Agreement shall be deemed to have been properly given or delivered if hand delivered, sent via electronic mail or if mailed, by certified mail, postage prepaid, addressed to the appropriate party at the addresses set forth at the end of this Agreement. Any party may, from time to time designate by written notice pursuant to this Section 8.1 any other address or party to which such notice or communication or copies thereof shall be sent. Attorneys receiving notices shall promptly confirm receipt if so requested in the notice received by the sender of the notice.
12
8.2 Expenses. Each party shall bear their own expenses incurred in connection with this transaction.
8.3 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, legal representatives, heirs and assigns. Neither Seller nor Owner may assign their rights or obligations hereunder without the written consent of Buyer; Buyer may assign its rights hereunder to an entity under the control of Buyer.
8.4 Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto, and supersedes any prior agreements or understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof, including that certain Letter of Intent dated June 3, 2026 between Seller and Buyer (or an affiliate of Buyer). This Agreement may not be modified or amended orally or by any course of conduct or usage of trade but only by an agreement in writing duly executed by the parties hereto. This Agreement may be executed simultaneously or in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.
8.5 Legal Fees. In the event that any party institutes any legal suit, action, claim or proceeding, including arbitration, against the other party arising out of or relating to this Agreement, the prevailing party in the suit, action, claim or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action, or proceeding, including reasonable attorneys’ fees and expenses and court costs.
8.6 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement or the application of any such provision to any person or circumstance is held to be prohibited by, illegal or unenforceable under applicable law or rule in any respect by a court of competent jurisdiction, such provision will be ineffective only to the extent of such prohibition, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement.
13
8.7 Electronic Signature. This Agreement may be signed electronically.
8.8 Computation of Time Periods. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. The final day of any such period shall be deemed to end at 5 p.m. Eastern Time.
8.9 Waiver of Conditions. Notwithstanding any provision of this Agreement, either party may at its option waive any provision that is a condition to his, her or its performance hereunder and close the transaction.
8.10 Governing Law. This Agreement and any claim, controversy or dispute arising under or related to this Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut. The parties submit to the exclusive jurisdiction of the courts of Fairfield County, in the State of Connecticut and of the United States of America located in such County and State for any legal proceeding arising out of or relating to this Agreement. The parties irrevocably waive, to the fullest extent that they may do so, any objection that they may now or hereafter have to the laying of venue of any such proceeding brough in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.
[SIGNATURE PAGE FOLLOWS]
14
The parties have executed this Agreement as the date first set forth above.
| SELLER: | |
| ARCADE TECHNOLOGY LLC | |
| /s/ Steven Pepe | |
| Name: Steven Pepe | |
| Its: Member | |
| Address: 38 Union Avenue, Bridgeport, CT 06607 | |
| Email address: steve_pepe@snet.net | |
| BUYER: | |
| QUANTUM DRONES CORPORATION. | |
| /s/ Peter O’Rourke | |
| Name: Peter O’Rourke | |
| Its: President | |
| Address:
c/o Quantum Cyber N.V., 1501 Belvedere Road, Suite 500, West Palm Beach, FL 33406 |
|
| Email address: porourke@quantum-cyber.ai |
[SIGNATURE PAGE TO ASSET PURCHASE AGREEMENT]
Schedule 1.1(d)
Equipment
*closing deliverable
Schedule 1.1(f)
Customer List
*closing deliverable
Schedule 1.1(i)
Assigned Contracts
*closing deliverable
Schedule 1.6
Purchase Price Allocation
| Inventory (Class III) | Inventory Value, as set forth in the Inventory Schedule | |
| Fixed Assets (Class V) | $366,000.00 | |
| Goodwill and Going Concern Value (Class VII) | Balance of Purchase Price |
Exhibit 10.2
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT made as of June 26, 2026 (the “Effective Date”), is by and between ARCADE REALTY LLC, a Connecticut limited liability company having an address at 38 Union Avenue, Bridgeport, CT 06607 (“Seller”) and QUANTUM DRONES CORPORATION, a Nevada corporation having an address c/o Quantum Cyber N.V., 1501 Belvedere Road, Suite 500, West Palm Beach, FL 33406, with full right of assignment to any entity that is owned by or has common ownership with Quantum Drones , N.V (“Purchaser”). Such an assignment shall be deemed to be a “Permitted Assignment”.
WHEREAS, the Seller owns the fee simple title to certain parcels of property known as 38 Union Avenue, Bridgeport, CT, more specifically described on Exhibit A annexed hereto and made a part hereof together with certain other property as described herein;
WHEREAS, the Seller desires to sell such property to the Purchaser, and the Purchaser desires to purchase such property from the Seller, all in the manner and upon and subject to the terms and conditions set forth in this Agreement; and
WHEREAS, Seller’s affiliate, Arcade Technology, LLC (as “Seller”) and Purchaser, as “Buyer”, have entered into an Asset Purchase Agreement (the “APA”) as of even date, for the purchase of that certain business known as Arcade Technologies (the “Business”), and the parties hereto intend that the closings under the APA and this Agreement occur simultaneously.
NOW, THEREFORE, for and in consideration of the mutual covenants and promises herein contained, the parties hereto agree as follows:
| 1. | DEFINITIONS. The following defined terms shall have the meanings set forth below. |
(a) Purchase Price: $2,300,000.00, subject to Section 3(c) hereinbelow.
(b) Deposit: Three Hundred Thousand and 00/100 Dollars ($300,000.00)
(c) Escrow Agent:
Karp & Langerman, P.C.
Attention: Noel T. Langerman
185 Plains Road, Suite 209E
Milford, Connecticut 06461
Facsimile: (203) 876-0768
Telephone: (203) 876-0606
(d) Due Diligence Date: Ten (10) days following the Effective Date.
(e) Due Diligence Period: The period from the Effective Date until the Due Diligence Date.
(f) Title Objection Date: Thirty (30) days following the Effective Date.
(g) Environmental Conditions shall mean any condition of ambient air, surface water, groundwater, land surface or subsurface strata for which a response (including without limitation any notification or report) is required under applicable Environmental Laws.
1
(h) Closing Date: Three (3) Business Days following the Due Diligence Date, or such sooner date as is mutually agreeable to the parties.
(i) Closing: The completion of the transaction contemplated by this Agreement.
(j) Premises: That certain pieces or parcels of land described on Exhibit A, together with the buildings and improvements thereon.
(k) Appurtenant Rights: The easements, rights-of-way, ingress and egress, privileges, hereditaments and other appurtenances, and rights to the same, belonging to and inuring to the benefit of the Premises.
(l) Building Equipment: All items normally considered fixtures acquired by the Seller, of every kind, nature and description whatsoever, now or hereafter located on the Premises, or any part thereof, and used or usable in connection with any present or future occupancy of the Premises, or any part thereof.
(m) Personal Property: All articles of personal property, acquired by the Seller, now or hereafter located on the Premises, or any part thereof, and used or usable in connection with any present or future occupancy, operation or maintenance of the Premises (for purposes of clarity, all tools, equipment, and machinery located in the Premises are owned by Arcade Technology LLC).
(n) Property: The Premises, the Appurtenant Rights, the Building Equipment and the Personal Property.
(o) Permitted Encumbrances: The following matters of title with respect to the Premises: (i) any and all provisions of any ordinance, municipal regulation, or public or private law, but not violations thereof; (ii) real estate taxes not yet due as of the Closing; (iii) those encumbrances as are set forth on Exhibit C attached hereto and made a part hereof and not objected to on or prior to the Title Objection Date; (iv) any state of facts which an accurate survey or inspection of the Property would disclose, and which is not objected to on or prior to the Title Objection Date; (v) encumbrances/defects permitted pursuant to item (i) of Section 6; and (vi) encumbrances/defects of records not objected to in accordance with the provisions of Section 6.
(p) Service Contracts: Any operating, service, maintenance and similar contracts and agreements affecting the Property.
(q) Assumed Service Contracts: Any Service Contracts that the Purchaser elects in writing to assume at the Closing.
(r) Leases: All licenses, leases, access agreements, use agreements, concession agreements or other agreements permitting the use or occupancy of any portion of the Premises, which are identified on Exhibit E attached hereto and made a part hereof.
(s) Tenants: The currents tenant of the Property, as identified on Exhibit D.
(t) Title Company. Such title insurance company licensed in the State of Connecticut as Purchaser may designate.
2
| (u) | Notice Addresses: |
| Seller: | Arcade Realty LLC | ||
| 38 Union Avenue | |||
| Bridgeport, CT 06607 | |||
| Email: arcade@snet.net | |||
| With a copy to: | Karp & Langerman, P.C. | ||
| Attention: Noel T. Langerman | |||
| 185 Plains Road, Suite 209E | |||
| Milford, Connecticut 06461 | |||
| Email: nlangerman@karp-langerman.com | |||
| Purchaser: | Quantum Drones Corporation | ||
| Quantum Cyber N.V. | |||
| 1501 Belvedere Road, Suite 500 | |||
| West Palm Beach, FL 33406 | |||
| Attn: Peter O’Rourke, President | |||
| porourke@quantum-cyber.ai | |||
| With a copy to: | Goldman, Gruder and Woods, LLC | ||
| Attention: Michael L. Goldman | |||
| 200 Connecticut Avenue | |||
| Norwalk, CT 06854 | |||
| Email: mgoldman@goldmangruderwoods.com | |||
| (v) Entry Contact: | William F. Rhone | ||
| Telephone: (203) 645-4541 | |||
| E-mail: arcade@snet.net |
(w) Seller’s Possession: The possession of Seller, Seller’s property manager or its agents, affiliates or professional advisors.
| 2. | AGREEMENT TO BUY AND SELL. The Seller agrees to sell and convey to the Purchaser, and the Purchaser agrees to purchase from the Seller, all in the manner and upon and subject to the terms and conditions set forth in this Agreement, the Property. |
| 3. | PURCHASE PRICE AND DEPOSITS. |
(a) The Purchase Price shall be payable as follows:
| (i) | The Deposit shall be delivered to the Escrow Agent within three (3) business days following the Effective Date. |
| (ii) | The balance of the Purchase Price, as adjusted in the manner provided herein, shall be paid by wire transfer at Closing, subject to Section 3(d) hereinbelow. |
(b) The Deposit shall be held in escrow by the Escrow Agent pursuant to the provisions of Section 8 hereof in a non-interest bearing account (if Escrow Agent is seller’s counsel, such account shall be Escrow Agent’s IOLTA account). In the event that the Closing occurs, the Escrow Agent shall pay over and distribute the Deposit to the Seller and the same shall be credited to the Purchaser towards the Purchase Price. In the event that the Closing shall fail to close by reason of a default by the Purchaser (whether or not willful) under this Agreement, the Deposit shall, subject to the provisions of Section 8, be paid to the Seller as liquidated damages and thereupon this Agreement shall become null and void with neither party having any further rights or liabilities hereunder, it being understood and agreed that the loss of the Deposit shall be the sole liability on the part of the Purchaser by reason of such default hereunder. The Deposit shall be returned to the Purchaser upon the default by the Seller hereunder (subject to the provisions of Section 8) or in the event that this Agreement is terminated as hereinafter provided (except pursuant to Section 19).
3
(c) At Purchaser’s election, Purchaser may increase or decrease the Purchase Price hereunder, provided that such increase or decrease is accompanied by a concomitant change in the Purchase Price of the Business, such that the aggregate consideration paid for the Property and the Business (prior to any applicable adjustments or accounting for the Inventory Value, such term having the meaning ascribed to it under the APA) is $3,200,000.00, and Purchaser gives notice of such changes in the respective Purchase Prices of the Property and Business at least three (3) days prior to the Closing Date.
(d) Purchaser shall accept title to the Premises subject to the condition thereof (and except as otherwise expressly set forth herein); provided, however, that on account of the age and use of the Premises, the Seller agrees to escrow the sum of $250,000.00 (the “Escrow Funds”) at Closing, to be held by the Escrow Agent pursuant to an escrow agreement entered into at the Closing (“Escrow Agreement”), to indemnify Purchaser for (i) breaches of this Agreement by Seller, (ii) breaches of the APA by Arcade Technology, LLC, (iii) sales and use tax liability of Arcade Technology, LLC under the APA (if any), and (iv) the cost for Purchaser to remediate the Premises’ Environmental Conditions (“Remediation Costs”) to the extent that Purchaser’s licensed environmental professional (the “Purchaser’s LEP”) recommends that such Remediation Costs be incurred. Purchaser shall, at Purchaser’s sole cost and expense, engage the LEP to prepare so-called “Phase I” and “Phase II” environmental site assessments (the “Assessments”) and shall provide all Assessments to Seller within seven (7) days after same are completed. Seller shall have the right to engage its own licensed environmental professional (“Seller’s LEP”) to review the Assessments and dialogue with Purchaser’s LEP to discuss Remediation Costs that Seller’s LEP believes are not warranted. To the extent that Purchaser’s LEP and Seller’s LEP agree on the Remediation Costs, the Remediation Costs shall be paid from the Escrow Funds. To the extent that the Purchaser’s LEP and Seller’s LEP disagree as to any Remediation Costs recommended by Purchaser’s LEP, the parties shall submit their dispute to a disinterested Connecticut Licensed Environmental Professional (“Disinterested LEP”) agreed upon by the Purchaser’s LEP and Seller’s LEP, and the decision of the Disinterested LEP shall be final and unappealable. Regardless of the total Remediation Costs, Seller shall not be responsible for paying any sums that exceed the Escrow Funds. If it is agreed that no Remediation Costs are necessary, the Escrow Funds shall be paid over to Seller; if Remediation Costs are necessary but upon completion are less than the Escrow Funds, the balance of the Escrow Funds shall be released to Seller. The parties shall pay their own legal fees and the cost of their respective licensed environmental professionals and shall each pay one-half (1/2) of the cost of any Disinterested LEP required hereunder. The terms of this Section 3(d) shall survive the Closing provided that the terms of the Escrow Agreement shall control to the extent they conflict with the provisions of this Section 3(d).
Purchaser shall use commercially diligent efforts to (i) engage Purchaser’s LEP within seven (7) days after the Closing Date and (ii) cause the Phase I, Phase II and, as applicable, Remediation Costs to be pursued to completion.
Notwithstanding the foregoing, the maximum amount that shall be expended from the Escrow Funds relating to (i) breaches of this Agreement by Seller, (ii) breaches of the APA by Arcade Technology, LLC, and/or (iii) sales and use tax liability of Arcade Technology, LLC under the APA (if any), shall be $30,000.00, and Purchaser shall only be permitted to submit claims (“Claims”) relating to such items (i), (ii) and/or (iii) by the sixtieth (60) day after the Closing Date; upon expiration of said 60 day period, $30,000.00 less any agreed on or disputed Claims shall be released from the Escrow Funds to Seller.
4
| 4. | DUE DILIGENCE. |
(a) Due Diligence Materials. Seller shall provide the following due diligence materials to the Purchaser within three (3) days of the Effective Date:
| (i) | Copies of all Service Contracts; |
| (ii) | Copies of all existing leases of and for the Premises (and all amendments thereto); |
| (iii) | Copies of all boundary and property surveys and existing title reports, commitments and/or policies relative to the Premises in the Seller’s Possession; |
| (iv) | Copies of all environmental and asbestos site assessments and/or reports relative to the Premises in the Seller’s Possession; |
| (v) | Copies of architectural and construction plans, including, without limitation, CAD and CAM, floor plans, engineering studies and mechanical plans relative to the Premises and in the Seller’s Possession. |
| (vi) | Copies of all insurance policies relating to the Property, together with a three (3) year history of all claims history relating to all insurance policies pertaining to the Property to the extent reasonably obtainable by Seller, including by requesting loss runs from Seller’s insurance carrier(s). |
| (vii) | A detailed list of all capital repairs made to the Property over the last ten (10) years, and all work orders and warranties pertaining to same in the Seller’s Possession. |
| (viii) | Any and all licenses and permits relating to the Property. |
| (ix) | Any and all evidence of compliance with, or violation of, zoning, health, building or other codes, local restrictions, parking requirements and building permits for all portions of the Property, including, without limitation, copies of certificates of occupancy and zoning letters from local zoning or municipal authorities. |
| (x) | A history of all utilities expenses pertaining to the Property since 2023. |
(b) Inspection Contingency. The Purchaser shall have the period from the Effective Date until the Due Diligence Date within which to inspect, examine, and/or investigate the Property in all respects, including, without limitation, all roofs, electric, mechanical and structural elements, HVAC systems, economic feasibility, zoning, permitting and entitlements, Environmental Conditions and all physical, financial and legal aspects thereof. The Seller shall fully cooperate with the Purchaser in its inspections, examinations and investigations including, without limitation, the providing of full access to the Premises upon the reasonable request of Purchaser. Throughout the Due Diligence Period, the Purchaser shall have the right (within commercial reason), personally or through its engineers, environmental consultants, surveyors, architects or such other parties as Purchaser shall designate, to enter the Premises to inspect, examine and conduct such tests of the Premises and the physical components thereof as Purchaser desires, including, without limitation, the conduct of surface and subsurface tests and physical and environmental appraisals and studies at its sole cost and expense (collectively, the “Investigations”). The Purchaser hereby agrees to hold the Seller harmless and indemnified against any loss, cost, liability, or expense arising in connection with the Purchaser’s inspection of the Premises (but not for any incidental or consequential damages, or damages relating to pre-existing conditions unless such conditions were exacerbated by acts or omissions of Purchaser, or any claims, demands, or causes of action arising from the gross negligence or willful misconduct of Seller or any of Seller’s agents, employees or contractors) and agrees to repair any damage to the Premises caused in connection with the Investigations. In the event that during the Due Diligence Period, the Purchaser elects not to purchase the Property, for any reason or no reason whatsoever, in its sole and absolute discretion, then the Purchaser shall have the right to terminate this Agreement by written notice to the Seller’s attorney (being the Escrow Agent hereunder), received by the Seller’s attorney on or before the Due Diligence Date, and thereupon this Agreement shall be terminated with no recourse to the parties, except that the Deposit shall be promptly refunded to the Purchaser by the Escrow Agent upon receipt of such notice from the Purchaser or Purchaser’s attorney to Escrow Agent.
5
| 5. | CLOSING. The Closing shall take place on or before the Closing Date. The parties agree that they will close via overnight mail or hand delivery whereby the Deed and transfer documents will be delivered to Purchaser’s attorney, who shall hold the same in escrow until such time the Purchase Price is received by the Seller’s attorney via wire transfer, except that if the Purchaser’s lender requires that the Seller attend the Closing, the Closing shall be accomplished in-person at location required by such lender; provided that such location is within the State of Connecticut. The Closing shall occur simultaneously with the closing under the APA. |
| 6. | TITLE. The Premises shall be sold and conveyed by the Seller subject only to the Permitted Encumbrances. The Purchaser may at its own expense obtain a survey of the Property. On or before the Title Objection Date, the Purchaser shall notify the Seller of the existence of any encumbrances and defects in title which are not Permitted Encumbrances and which are ascertainable from an examination of a survey, the land and municipal records of the town/city in which the Premises are located or the office of the Secretary of the State of Connecticut, provided that, with respect to such encumbrances or defects as arise after the Effective Date, the Purchaser shall notify the Seller within five (5) business days after it has notice of such encumbrance or defect. Within five (5) business days following receipt of any such notice, the Seller shall notify the Purchaser of the title or survey objections that Seller agrees to remove at or prior to Closing, which shall be an obligation of the Seller under this Agreement; if Seller elects not to remove any title or survey objection (Seller’s failure to provide notice agreeing to remove shall be deemed an election not to remove), Purchaser shall have five (5) business days in which to notify Seller that Purchaser will (i) proceed with the purchase and take title to the Property subject to such title or survey objection without any diminution in the Purchase Price (with such title or survey objection deemed Permitted Encumbrances) or( ii) terminate this Agreement with no recourse to the parties, except the Deposit shall be promptly refunded to the Purchaser by the Escrow Agent upon receipt of a notice from the Purchaser to Escrow Agent. If at the Closing the Seller shall be unable to convey good and marketable title to the Premises free and clear of any encumbrances or defects other than the Permitted Encumbrances after diligent, good faith efforts to do so (including, without limitation, bonding over any lien(s), if possible, with a resulting release of the same recorded on the land records), the Purchaser shall have the option either of accepting such title as the Seller can convey, or of terminating this Agreement, in which event the Deposit shall be returned to the Purchaser and neither the Purchaser nor the Seller shall have any further rights or obligations under this Agreement; provided, however, that Seller shall be obligated to satisfy any mortgages or other monetary liens created by Seller’s actions that encumber the Property (other than any unpaid installments of assessments for any period subsequent to the Closing). Notwithstanding any other provision of this Agreement to the contrary, any lien(s) or encumbrance(s) against the Property recorded or arising after the Title Objection Date shall be deemed to be Title Objections, even if the Title Objection Date has passed, and Seller shall be required to remove same unless Purchaser agrees (in its sole and absolute discretion) that Seller need not remove same prior to Closing. |
| 7. | SELLER CONDITION TO CLOSE. The obligation of Seller to sell the Property is subject to an affiliate of Purchaser closing on the purchase of substantially all of the assets of Arcade Technology LLC. |
6
| 8. | ESCROW AGENT PROVISIONS. The Seller and the Purchaser acknowledge and agree that the Escrow Agent shall hold the Deposit pursuant to the terms and conditions of this Agreement subject to the following: |
(a) The Escrow Agent shall act as a depository only and, pending settlement of the transaction contemplated by this Agreement, the Deposit shall be in Escrow Agent’s IOLTA account, and shall be disbursed in accordance with the terms of this Agreement, or as directed in writing by the Seller and the Purchaser.
(b) In the event either the Seller or the Purchaser shall claim default under the terms of this Agreement, the Escrow Agent will not be required to deliver the Deposit to either of the parties without the written consent of the other; or upon failure thereof, until the right of either of the parties to receive the Deposit shall be fully determined by a court of proper jurisdiction. Notwithstanding the foregoing, in the event of any claimed default, and request for delivery of the Deposit, the Escrow Agent shall first advise the other party, in writing, of such claim and request, and if such other party objects to such claim and request, the Escrow Agent shall continue to hold the Deposit until either (i) both parties have agreed to a disbursement of the Deposit, or (ii) the right of either of the parties to receive the Deposit shall be fully determined by a court of proper jurisdiction.
(c) In the event of controversy or litigation arising out of this transaction which (i) results in any expense or attorneys’ fees to the Escrow Agent, by virtue of such claim or default, controversy or litigation, or (ii) requires a declaratory judgment by proper court as to the disbursement of said Deposit, the Escrow Agent is hereby authorized to deduct such expense or attorney’s fees out of the sums held in escrow and to pay any remaining balance over the part entitled thereto as agreed upon by the parties, or as directed by a court of competent jurisdiction.
(d) The Seller and the Purchaser hereby release and discharge the Escrow Agent from all matters with respect to the subject matter hereof (except for gross negligence or intentional wrongdoing), and agree to indemnify and hold the Escrow Agent harmless from and against all costs, damages, judgments, reasonable attorney’s fees, expenses, obligations, and liabilities of any kind or nature which, in good faith, the Escrow Agent may incur or sustain in connection with this Agreement, and without limiting the generality of the foregoing, the Escrow Agent shall not incur any liability due to a delay in the electronic wire transfer of funds or with respect to any action taken or omitted in reliance upon any instrument, including any written notice or instructions provided for in this Agreement, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the trust and accuracy of any information contained therein, which the Escrow Agent shall in good faith believe to be genuine, to have been signed or presented by a proper person or persons and to conform with the provisions of this Agreement.
(e) The Escrow Agent may, at its sole discretion, resign by giving 30 days notice thereof to Seller and Purchaser. The parties shall furnish to Escrow Agent written instructions for the release of the Deposit and any escrowed documents. If Escrow Agent shall not have received such written instructions within the 30 day period, Escrow Agent shall petition any court of competent jurisdiction for the appointment of a successor Escrow Agent and upon such appointment deliver the Deposit and any escrowed documents to such successor.
(f) Seller and Purchaser acknowledge that Escrow Agent represents Seller in connection with this Agreement and Seller and Purchaser waive any conflict of interest arising on account thereof.
7
| 9. | SELLER’S OBLIGATIONS AT CLOSING. At the Closing, Seller shall: |
(a) execute and deliver a full covenant Warranty Deed in proper form (the “Deed”), containing covenants of title, sufficient to convey to the Purchaser or its designee good and marketable fee simple title to the Premises, the Appurtenant Rights and the Building Equipment, free from all encumbrances and defects created by, through or under Seller other than Permitted Encumbrances;
(b) deliver checks to the order of the appropriate governmental authorities in amounts sufficient to pay the state and local real estate conveyance taxes payable upon the recording of the Deed, together with the associated conveyance tax returns;
(c) execute and deliver affidavits customarily required by title insurance companies in the State of Connecticut for the issuing of title insurance protecting against mechanics liens and parties in possession and any other matters reasonable required by such title insurance companies;
(d) execute and deliver a Bill of Sale, acceptable to Purchaser, sufficient to convey to the Purchaser or its designee good and marketable title to the Personal Property, free from all encumbrances and defects other than Permitted Encumbrances;
(e) deliver copies of the Assumed Service Contracts, together with an assignment acceptable to Purchaser, and termination of any Service Contracts not assumed;
(f) execute and deliver an Affidavit of the Seller swearing that the Seller is not a “foreign person” as defined in Section 1445(B)(2) of the Internal Revenue Code of 1986, as amended;
(g) deliver evidence of the existence, organization and authority of Seller and of the authority of the persons executing documents on behalf of Seller as are customarily required by title insurance companies in the State of Connecticut for the issuing of title insurance;
(h) execute and deliver executed closing statements consistent with this Agreement;
(i) execute and deliver such other and further documents as may be reasonably required by the Purchaser or its Title Company to effect the transactions contemplated by this Agreement;
(j) deliver to the Purchaser or its designee full possession and operating control of the Property, subject only to the rights of the successor in interest to the metal fabrication business operated by Arcade Technology LLC;
(k) execute and deliver a signed document confirming Seller’s information necessary for Purchaser to issue IRS Form 1099-S after the Closing; and
(l) execute and deliver signed municipal and local conveyance tax forms and returns (as the case may be).
| 10. | PURCHASER’S OBLIGATIONS AT CLOSING. At the Closing, Purchaser shall: |
(a) pay to Seller the Purchase Price in the manner provided herein, as increased or decreased by prorations and adjustments as herein provided;
(b) join Seller in execution of the instruments described in Section 9, where applicable;
(c) deliver to Seller such evidence as the Title Company may reasonably require as to the authority of the person or persons executing documents on behalf of Purchaser; and
(d) execute and deliver such additional documents as shall be reasonably required by the Title Company to consummate the transaction contemplated by this Agreement.
8
| 11. | OPERATION OF PREMISES PRIOR TO CLOSING. From and after the Effective Date and until the Closing, the Seller shall: |
(a) comply in all material respects with (i) all laws, regulations and other requirements from time to time applicable of every governmental body having jurisdiction of the Property, or the use or occupancy thereof and (ii) all material terms, covenants and conditions of all agreements affecting the Property;
(b) operate the Premises in a manner consistent with its operation prior to the Effective Date;
(c) maintain the Premises, the Building Equipment and the Personal Property in their present condition (ordinary wear and tear and casualty excepted) and maintain the present insurance coverage;
(d) not enter into, modify, amend or terminate any material agreement with respect to the Property (including any lease or service contract), which would encumber or be binding upon the Property from and after the Closing Date, without in each instance obtaining the prior written consent of Purchaser;
(e) not enter into any leases for all or any portion of the Premises without obtaining the prior written consent of the Purchaser; and
(f) not (i) build on or alter the Premises in any way, (ii) encumber the Premises in any way (such as by virtue of an easement, right-of-way, restriction, covenant, condition or option) or (iii) seek any rezoning or variance for the Premises, in each case, without Purchaser’s prior written consent.
| 12. | SERVICE CONTRACTS. On or before the Closing Date, Seller shall terminate all Service Contracts with respect to the Property other than the Assumed Service Contracts. |
| 13. | ADJUSTMENTS. The Purchaser and the Seller shall prorate, as of the Closing Date, except as expressly provided herein to the contrary, all items customarily prorated and adjusted in connection with the closing of real estate in the town/city in which the Premises is located, including all taxes, assessments, sewer, fuel, and other charges, as the case may be, assessed against or derived from the Premises. All utility and other charges with respect to the Premises for the period prior to the Closing Date shall be paid in full by the Seller. All installments of any assessments which are or may be payable subsequent to the Closing shall be paid or assumed by Purchaser. Any such proration based on an estimate may, at request of either the Purchaser or the Seller, be subsequently readjusted upon receipt of adequate evidence to establish the correctness of the amount so estimated on condition that a statement to that effect is in the closing statement. The costs of state and town conveyance taxes shall be borne by the Seller. The Purchaser shall pay the costs for recording the Deed. The cost of any title insurance obtained by Purchaser and the costs of any survey obtained by Purchaser shall be paid by Purchaser. The Seller and the Purchaser shall be responsible for their own costs and attorney’s fees. |
9
| 14. | RISK OF LOSS. |
(a) Loss or Damage. “Major Loss or Damage” refers to the following: (i) loss or damage to the Property such that the cost of repairing or restoring the premises in question to substantially the same condition which existed prior to the event of damage or condemnation would be, in the opinion of an architect or licensed contractor selected by Seller and reasonably approved by the Purchaser, equal to or greater than One Hundred Thousand and 00/100 Dollars ($100,000), (ii) any loss due to a condemnation which materially impairs the current use of the Property or parking or access thereto, or (iii) any loss or damage that causes Purchaser’s lender to withdraw its mortgage commitment or require changes to its commitment that the Purchaser believes in good faith to be material and adverse. No insurance claims or eminent domain award in connection with damage or destruction or a taking shall be adjusted, settled or compromised prior to the Closing without the consent of Purchaser, which consent shall not be unreasonably withheld or delayed.
(b) Minor Damage. In the event of loss or damage to the Property or any portion thereof which is not Major Loss or Damage, this Agreement shall remain in full force and effect provided Seller at or before the Closing performs any necessary repairs or, at Purchaser’s option, assigns to Purchaser all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question, together with a credit from Seller to Purchaser at Closing equal to the amount of all applicable deductibles.
(c) Major Damage. In the event of Major Loss or Damage, Purchaser may terminate this Agreement by written notice to Seller, in which event the Deposit shall be returned to Purchaser. If Purchaser does not elect to terminate this Agreement by notice to Seller within ten (10) business days after Seller sends Purchaser written notice of the occurrence of such Major Loss or Damage, then Purchaser shall be deemed to have elected to proceed with Closing, in which event Seller shall assign to Purchaser all of Seller’s right, title and interest to any claims and proceeds Seller may have with respect to any casualty insurance policies or condemnation awards relating to the premises in question, with no adjustment to the Purchase Price, except that in addition, Purchaser shall receive a credit from Seller to Purchaser at Closing equal to the amount of all applicable deductibles.
(d). Upon Closing, full risk of loss with respect to the Property shall pass to Purchaser.
(e) Condemnation. If proceedings in eminent domain are instituted with respect to the Property or any portion thereof, including any proceedings affecting access or egress to and/or from the Property and/or parking servicing the Property, Purchaser may, at its option, by notice to Seller given within ten (10) days after Seller notifies Purchaser of such proceedings (and if necessary the Closing Date shall be automatically extended to give Purchaser the full ten-day period to make such election), either: (i) terminate this Agreement, in which case the Deposit shall be immediately returned to Purchaser and the parties hereto shall have no further rights or obligations, other than those that by their terms survive the termination of this Agreement, or (ii) proceed under this Agreement, in which event Seller shall, at the Closing, assign to Purchaser its entire right, title and interest in and to any condemnation award, and Purchaser shall have the sole right after the Closing to negotiate and otherwise deal with the condemning authority in respect of such matter. If Purchaser does not give Seller written notice of its election within the time required above, then Purchaser shall be deemed to have elected option (ii) above.
| 15. | BROKERS. Purchaser and Seller each represents and warrants to the other, as applicable, that they have not dealt with any brokers in connection with the Property. Each party agrees that should any claim be made for brokerage commissions or finder’s fees by any broker or finder by, through or on account of any acts of said party or its representatives, said party will indemnify and hold the other party free and harmless from and against any and all loss, liability, cost, damage and expense in connection therewith. The provisions of this Section shall survive Closing. |
10
| 16. | SELLER’S REPRESENTATIONS AND WARRANTIES. The Seller represents and warrants as follows: |
(a) Leases and Rent Roll. The rent roll information set forth on Exhibit D attached hereto, listing all tenants of the Premises and their respective monthly rent, security deposit and lease term, is complete and correct. True, accurate and complete copies of all Leases, as same are described in Exhibit E attached hereto, have been delivered to Purchaser.
(b) Service Contracts. There are no Service Contracts except as identified on Exhibit F attached hereto.
(c) Agreements. Seller has not entered into any contract or agreement with respect to the Property which will be binding on Purchaser after the Closing other than the Assumed Service Contracts or agreements which are terminable as of the Closing without payment of premium or penalty.
(d) Pending Claims, Investigations and Litigation. To the best of the Seller’s knowledge, except for the matters set forth on Exhibit G attached hereto, there are no claims, complaints, legal or other actions, proceedings or governmental investigations pending or threatened, nor have any circumstances arisen that are likely to give rise to any claim, which affect the Premises or which would materially adversely affect the ability of the Seller to carry out its obligations hereunder.
(e) No Violation of Agreements/Orders. To the best of the Seller’s knowledge, the execution and delivery of this Agreement and the performance by the Seller of all transactions contemplated by this Agreement to be performed by the Seller (including the execution and delivery of all documents required by this Agreement to be executed and delivered by the Seller): (i) will not breach any contractual covenants or restrictions between the Seller and any third party or affecting the Premises nor create or cause to be created any mortgage, lien, encumbrance or charge on the Premises other than those permitted by this Agreement; and (ii) are not threatened with invalidity or unenforceability by any action, proceeding or investigation pending or threatened by or against the Seller or the Premises. Seller knows of no claims made or threatened by any other party (including any governmental authority) pertaining to the Property, Seller’s title to the Property, or the use of the Property.
(f) Condemnation Notices. The Seller has received no notice of any condemnation or eminent domain proceedings or negotiations for the purchase of the Premises in lieu of condemnation and, to the best of the Seller’s knowledge, no condemnation or eminent domain proceedings or negotiations have been commenced or threatened in connection with the Premises or any portion of it.
(g) Organization and Authority. Seller has been duly organized, is validly existing, and is in good standing in the state in which it was formed. Seller has the full right and authority and has obtained any and all consents required to enter into this Agreement and to consummate or cause to be consummated the transactions contemplated hereby. This Agreement has been, and all of the documents to be delivered by Seller at the Closing will be, authorized and executed and constitute, or will constitute, as appropriate, the valid and binding obligation of Seller.
(h) Environmental Matters. Except as set forth in environmental site assessments and/or other correspondence or reports turned over to the Purchaser, Seller has no knowledge of any Hazardous Materials on, in, under or about the Property or of any other property adjacent to the Property or any underground fuel tanks at the Property.
(i) FIRPTA. Seller is not a “foreign person” as such term is defined in Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended.
11
(j) Title. Seller hereby represents that Seller owns a fee simple interest in and to the Property. To Seller’s knowledge, there are no title disputes with respect to the Property. There are no outstanding agreements to sell, options or rights of first offer in any third parties to purchase the Property or any portion thereof or any interest therein. Seller is not aware of any claims for rights of passage, easements or other property rights over, on or to the Property, nor has Seller has received any written complaints from adjoining land owners during its ownership of the Property.
(k) Property Information. The Property Information provided by Seller and delivered to Purchaser pursuant to this Agreement is correct, accurate and complete as of the date of delivery and the Closing.
(l) Subdivision. To Seller’s knowledge, no subdivision and resubdivision approvals are required in order to convey the Property to Purchaser.
(m) Seller has no knowledge of any title defect, lien or encumbrance affecting the Property, except for the Permitted Encumbrances.
(n) To Seller’s knowledge, the Property abuts on and has direct vehicular access to a public road and all curb-cut approvals required for vehicular access to and from the Property to any adjoining public street have been obtained, are in full force and effect and shall inure to the benefit of Purchaser.
(o) Compliance with Laws. Seller has not received written notice of any violation of any material federal, state, municipal and other governmental statutes, ordinances, by-laws, rules, regulations or any other legal requirements. Seller has not received written notice of any threatened request, application, proceeding, plan or study which would materially adversely affect the present use or zoning of the Property or which would modify or realign any adjacent street or highway.
(p) Utilities. To Seller’s knowledge, all utilities and services necessary for the use and operation of the Property (including, without limitation, road access, gas, water, electricity and telephone) are available thereto. To Seller’s knowledge, no fact, condition or proceeding exists which would result in the termination or impairment of the furnishing of such utilities to the Property.
| 17. | CONDITIONS TO CLOSING. The obligation of Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date: |
(a) Delivery at the Closing of all documents required to be delivered by the Seller pursuant to Section 9 (“Deliveries”);
(b) All representations and warranties of the Seller set forth in Section 16 hereof being true and correct in all material respects as of the Closing and Seller shall have performed all covenants and obligations required to be performed by Seller on or before the Closing Date;
(c) No action shall be pending or threatened for the condemnation or taking by power of eminent domain of all or any portion of the Property; and
(d) The Title Company shall be prepared, subject only to payment of the applicable premium and all required Deliveries hereunder, to issue an owner’s policy of title insurance, insuring title to the Property vested in Purchaser, subject only to the Permitted Encumbrances.
12
| 18. | DEFAULT BY THE SELLER. |
(a) The Seller shall be in default under this Agreement in the event that the Seller shall fail to perform and comply with the agreements and conditions, which are required to be performed or complied with by the Seller pursuant to this Agreement and the same are not cured within ten (10) days following written notice from the Purchaser, unless such condition cannot be reasonably cured within such time, in which case such period shall be extended as reasonably necessary to effect such cure, provided that such cure is commenced with said ten (10) days and thereafter diligently prosecuted to completion not to exceed thirty (30) days in total. A default by Seller under this Agreement shall constitute a default under the APA (and vice-versa).
(b) If the Seller shall be in default under this Agreement, then the Purchaser shall be entitled, at Purchaser’s option, to (i) terminate this Agreement (by written notice to the Seller and Escrow Agent) and Escrow Agent shall return the Deposit to the Purchaser, (ii) pursue an action for specific performance or (iii) waive the default and proceed to closing.
| 19. | DEFAULT BY THE PURCHASER. |
(a) The Purchaser shall be in default under this Agreement in the event that the Purchaser shall fail to perform and comply with the agreements and conditions which are required to be performed or complied with by the Purchaser pursuant to this Agreement and the same are not cured within ten (10) days following written notice from the Seller, unless such condition cannot be reasonably cured within such time, in which case such period shall be extended as reasonably necessary to effect such cure, provided that such cure is commenced with said ten (10) days and thereafter diligently prosecuted to completion not to exceed thirty (30) days in total. A default by Purchaser under this Agreement shall constitute a default under the APA (and vice-versa).
(b) If the Purchaser shall be in default under this Agreement, the Seller shall be entitled to retain the Deposit as liquidated damages as Seller’s sole remedy, and all other rights and liabilities of the parties hereto by reason of this Agreement shall be deemed at an end. The parties agree that the retention of sums paid hereunder shall be considered as full liquidated damages by reason of the uncertainty and impossibility of ascertaining actual damage suffered by the Seller. Both parties agree that the aforesaid amount constitutes a reasonable forecast of damages which would be sustained by the Seller in the event of the Purchaser’s breach.
| 20. | DISCLAIMERS. Except as expressly set forth in this Agreement, it is understood and agreed that Seller is not making and has not at any time made any warranties or representations of any kind or character, expressed or implied, with respect to the Premises, that upon closing Seller shall sell and convey to Purchaser and Purchaser shall accept the Premises “as is, where is, with all faults”, except to the extent expressly provided otherwise in this Agreement. |
| 21. | MISCELLANEOUS. |
(a) Captions. The section headings appearing in this Agreement are for convenience of reference only and are not intended, to any extent and for any purpose, to limit or define the text of any section or any subsection hereof.
(b) Termination of Agreement. It is understood and agreed that if either Purchaser or Seller terminates this Agreement pursuant to a right of termination granted hereunder, such termination shall operate to relieve Seller and Purchaser from all obligations under this Agreement, except for such obligations as are specifically stated herein to survive the termination of this Agreement.
13
(c) Recordation. This Agreement may not be recorded by any party hereto without the prior written consent of the other party hereto.
(d) Like-Kind Exchange. Each party acknowledges that the other may desire to exchange the Property as part of a like-kind exchange transaction that would qualify under Sections 1031 and/or 1033 of the Internal Revenue Code of 1986, as amended (the “Code”) for non-recognition treatment. At a party’s election, the other party agrees, at the requesting party’s expense, and provided that such exchange shall not delay the Closing, to cooperate with the requesting party in effecting a qualifying forward or reverse like-kind exchange for the sole benefit of the requesting party or its assignee, including, without limitation, by executing an instrument acknowledging and consenting to an assignment by the requesting party or its assignee of its rights (but not its obligations) hereunder to a qualified intermediary within the meaning of Treas. Reg. § 1.1031(k)-1(g)(4), or to an exchange accommodation titleholder within the meaning of Rev. Proc. 2000-37, provided that: (i) the cooperating party shall have no liability under such consent; and (ii) such consent shall contain no language or provision that would cause the cooperating party to become part of the chain of title with respect to any other property that is part of the requesting party’s exchange. Neither party makes any representations to the other regarding qualification of the exchange under Sections 1031 and/or 1033 of the Internal Revenue Code, and the cooperating party shall not be liable to the requesting party in any manner whatsoever if the exchange completed in accordance with this paragraph should not qualify for any reasons under Section 1031 and/or 1033 of the Internal Revenue Code. Both parties reserve the right to assign their right (but not their obligations) hereunder to a qualified intermediary or to an exchange accommodation titleholder, on or before the Closing. No less than five (5) business days prior to Closing, the requesting party shall notify the cooperating party of any such assignment so that Closing instruments can be prepared accordingly.
(e) Entire Agreement. This Agreement constitutes the entire agreement by and between the parties hereto affecting the Premises and supersedes any and all previous agreements, written or oral, between the parties and affecting the Premises, including that certain Letter of Intent dated June 3, 2026 by and between Arcade Technology LLC and Quantum Drones Corporation.
(f) Modifications. This Agreement cannot be changed orally, and no executory agreement shall be effective to waive, change, modify or discharge it in whole or in part unless such executory agreement is in writing and is signed by the parties against whom enforcement of any waiver, change, modification or discharge is sought. Notwithstanding anything to the contrary herein contained, either party to this Agreement shall have this right to waive, in writing, any conditions to Closing, including the truth of any representation or warranty, which benefits such party. No waiver by any party to any condition or breach hereunder shall be deemed a waiver of any other condition or subsequent breach.
(g) Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect.
(h) Non-Survival of All Representations and Warranties. All representations, warranties, covenants and agreements of the Seller and the Purchaser contained herein shall not survive the Closing.
(i) Applicable Law. This Agreement is performable in the state of Connecticut and shall in all respects be governed by, and construed in accordance with, the substantive federal laws of the United States and the laws of such state. Seller and Purchaser hereby irrevocably submit to the jurisdiction of any state or federal court sitting in the state of Connecticut in any action or proceeding arising out of or relating to this Agreement and hereby irrevocably agree that all claims in respect of such action or proceeding shall be heard and determined in a state or federal court sitting in the state of Connecticut. Purchaser and Seller agree that the provisions of this paragraph shall survive the Closing of the transaction contemplated by this Agreement.
14
(j) Successors and Assigns. The rights and obligations contained herein shall be binding upon and inure to the benefit of the Seller, the Purchaser, and their respective successors and assigns. This Agreement and any rights hereunder, may not be assigned by either party without the prior written consent of the other party hereto. Notwithstanding the foregoing, the Purchaser shall be entitled, without the consent of Seller, to assign its rights and obligations hereunder to any entity controlling, controlled by, or under common control with Purchaser and upon transfer to such entity, Purchaser shall have no further obligations or liabilities hereunder.
(k) Joint and Several. If either Purchaser or Seller comprises more than one person or entity, the obligations of such persons or entities shall be joint and several.
(l) No Third Party Beneficiary. The provisions of this Agreement and of the documents to be executed and delivered at Closing are and will be for the benefit of Seller and Purchaser only and are not for the benefit of any third party, and accordingly, no third party shall have the right to enforce the provisions of this Agreement or of the documents to be executed and delivered at Closing,
(m) Waiver of Conditions. Notwithstanding any provision of this Agreement, either party may at its option waive any provision that is a condition to his or her performance hereunder and close the transaction.
(n) Notices. Any notice, report, request or demand required, permitted, or desired to be given under this Agreement shall be in writing and shall be deemed to have been properly served, for all purposes only if sent by (i) registered or certified mail, return receipt requested, (ii) a nationally recognized overnight courier, in either case, delivered to the respective party’s Notice Address, or via email. Notices shall only be required to be sent to the parties’ respective attorneys, with client copies not being required. Copies of notices sent to the parties by a party’s attorney shall not be deemed to be “ex parte communications” provided that the attorney for the party receiving such notice also receives such notice. Such notices shall be deemed to have been given or served on the date received or rejected. Attorneys receiving notices shall promptly confirm the receipt thereof if confirmation is requested by the attorney sending such notice in such attorney’s email notice to the receiving attorney.
(o) Time of the Essence. The parties agree that any rule of law or equity to the contrary notwithstanding, time is of the essence of this Agreement so far as the rights and interests of the Purchaser and Seller are concerned.
15
(p) Computation of Time Periods. Unless otherwise specified, in computing any period of time described in this Agreement, the day of the act or event after which the designated period of time begins to run is not to be included and the last day of the period so computed is to be included, unless such last day is a Saturday, Sunday or legal holiday, in which event the period shall run until the end of the next day which is neither a Saturday, Sunday or legal holiday. The final day of any such period shall be deemed to end at 5 p.m. local time at the Property.
(q) Waivers. Purchaser and Seller each waive a trial by jury of any or all issues arising in any action or proceeding between the parties hereto or their successors, pursuant to, or arising in connection with, this Agreement or any of its provisions. Purchaser and Seller each waive any claims arising now or in the future against the other for consequential or punitive damages.
(r) Counterparts. This Agreement may be executed in multiple original counterparts, each of which may contain less than all of the parties’ signatures, but all of which together shall constitute one instrument. It shall only be necessary to account for one complete counterpart in order to prove the contents of this Agreement.
(s) Electronic Signatures. The signatures on this Agreement may be transmitted by electronic means (including via facsimile, email in “2024202pdf”, “tif”, “jpg” or similar format) and they may be electronic signatures (such as via “DocuSign” or AdobeSign or electronic characters indicating the intent of a party to sign such agreement). The use of electronic signatures shall be of the same legal effect, validity and enforceability as a manually executed signature to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act.
(t) Prevailing Party. In the event of any litigation hereunder, the prevailing party shall be entitled to an award of its court costs, litigation expenses and reasonable attorneys’ fees from the non-prevailing party.
(u) Assignment. A Permitted Assignment shall discharge Purchaser from this Agreement and obligate the assignee hereunder.
16
IN WITNESS WHEREOF, the Seller and the Purchaser have hereunto set their hands and seals as of the day and year first above written.
| SELLER: | ||
| Arcade Realty LLC | ||
| By: | /s/ Steve Pepe | |
| Name: | Steve Pepe | |
| Title: | Member | |
| PURCHASER: | ||
| Quantum Drones Corporation | ||
| By: | /s/ Peter O’Rourke | |
| Name: | Peter O’Rourke | |
| Title: | President | |
| ACKNOWLEDGED AND AGREED: ESCROW AGENT: |
||
| Karp & Langerman, P.C. | ||
| By: | /s/ Noel T. Langerman | |
| Name: | Noel T. Langerman | |
| Title: | President | |
17
EXHIBIT A
REAL PROPERTY DESCRIPTION
EXHIBIT B
INTENTIONALLY OMITTED
EXHIBIT C
PERMITTED ENCUMBRANCES
EXHIBIT D
RENT ROLL
EXHIBIT E
LIST OF LEASES
EXHIBIT F
SERVICE CONTRACTS
EXHIBIT G
LIST OF ACTIONS, PROCEEDINGS OR GOVERNMENTAL INVESTIGATIONS PENDING
OR THREATENED, WHICH AFFECT THE PREMISES
Exhibit 10.3
SECOND AMENDMENT TO INTELLECTUAL PROPERTY LICENSE AGREEMENT
This Second Amendment to Intellectual Property License Agreement (this “Second Amendment”), dated as of July 1, 2026, is by and between BP United, Inc., a Delaware corporation, with offices located at 20855 NE 16th Ave., STE C38, Miami, FL 33179 (“Licensor”), and Quantum Cyber N.V., a public company organized under the laws of the Netherlands and listed on the Nasdaq Capital Market (NCM: QUCY), with offices located at 1501 Belvedere Road Suite 500, West Palm Beach, FL, 33406 (“Licensee”) (collectively, the “Parties,” or each, individually, a “Party”).
RECITALS
WHEREAS, the Parties entered into that certain Intellectual Property License Agreement, dated as of May 12, 2026 (the “License Agreement”), pursuant to which Licensor granted Licensee an exclusive license to and under the Licensed Technology on the terms and conditions set forth therein;
WHEREAS, the Parties entered into that certain First Amendment to Intellectual Property License Agreement, dated as of June 1, 2026 (the “First Amendment”), pursuant to which the Parties amended the License Agreement to, among other things, remove all references to the Supply Agreement and provide for Licensor's technical assistance and consulting services to Licensee with respect to the manufacturing process;
WHEREAS, Section 3.4(d) of the First Amendment provides for Licensee's reimbursement of Licensor's fully-loaded cost of full-time equivalent employees dedicated to Technical Assistance or the ramp-up of Licensee's manufacturing operations, in an aggregate amount not to exceed One Million US Dollars ($1,000,000);
WHEREAS, the Parties desire to delete Section 3.4(d) of the First Amendment in its entirety and, in lieu thereof, to provide for a one-time cash payment to Licensor in the amount of One Million US Dollars ($1,000,000) in consideration of Licensor's agreement to provide the Technical Assistance contemplated by the First Amendment; and
WHEREAS, the Parties desire to amend the License Agreement and the First Amendment to reflect the foregoing, in accordance with Section 14.11 of the License Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
| 1. | Definitions |
All capitalized terms used but not defined herein shall have the meanings ascribed to them in the License Agreement or the First Amendment, as applicable.
| 2. | Amendments to the First Amendment |
| 2.1 | Deletion of Section 3.4(d) of the First Amendment |
Section 3.4(d) of the First Amendment is hereby deleted in its entirety. For the avoidance of doubt, following such deletion, Licensor shall have no right to reimbursement for fully-loaded FTE costs under the First Amendment, and Licensee shall have no obligation to reimburse Licensor for any such costs (whether incurred before or after the date hereof).
| 2.2 | Conforming Amendment to Section 3.4(c) of the First Amendment |
Section 3.4(c) of the First Amendment is hereby amended by deleting the phrase “Except as set forth in Section 3.4(d),” at the beginning thereof, such that Section 3.4(c) shall read in its entirety as follows:
“(c) For the avoidance of doubt, Licensor shall have no right to reimbursement for any costs that were not pre-approved in writing by Licensee, and Licensee shall have no obligation to pre-approve any costs or to reimburse Licensor for any internal overhead, personnel costs, or other indirect expenses.”
| 3. | Technical Assistance Payment |
| 3.1 | Cash Payment |
In consideration of Licensor's agreement to provide the Technical Assistance to Licensee pursuant to Section 3 of the First Amendment, Licensee shall pay to Licensor a one-time cash payment in the amount of One Million US Dollars ($1,000,000) (the “Technical Assistance Payment”). The Technical Assistance Payment shall be due and payable within ten (10) days of the execution of this Second Amendment by wire transfer of immediately available funds to an account designated in writing by Licensor.
| 3.2 | Full Satisfaction |
The Parties acknowledge and agree that the Technical Assistance Payment shall constitute full and complete consideration for Licensor's obligation to provide the Technical Assistance during the Technical Assistance Period as set forth in Section 3 of the First Amendment. For the avoidance of doubt, the Technical Assistance Payment shall be nonrefundable and shall not be subject to offset, reduction, or recoupment.
| 4. | Representations and Warranties |
Each Party represents and warrants to the other Party that: (a) it has the full right, power, and authority to enter into this Second Amendment and to perform its obligations hereunder; and (b) the execution of this Second Amendment by its representative has been duly authorized by all necessary corporate action.
2
| 5. | General Provisions |
| 5.1 | Effect of Second Amendment |
Except as expressly amended by this Second Amendment, the License Agreement and the First Amendment shall remain in full force and effect in accordance with their respective terms, and are hereby ratified and confirmed. In the event of any conflict between the terms of this Second Amendment and the terms of the License Agreement or the First Amendment, the terms of this Second Amendment shall control.
| 5.2 | Entire Agreement |
This Second Amendment, together with the License Agreement and the First Amendment (each as amended hereby), constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements between the Parties with respect to such subject matter.
| 5.3 | Governing Law |
This Second Amendment shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws provisions thereof.
| 5.4 | Counterparts |
This Second Amendment may be executed in counterparts by manual signature or electronic signature complying with the Electronic Signatures in Global and National Commerce Act (E-SIGN), each of which will be deemed an original, and all of which together will constitute one and the same agreement.
[SIGNATURE PAGE FOLLOWS]
3
IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.
| BP UNITED, INC. | ||
| By: | /s/ Alex Gurevich | |
| Name: | Alex Gurevich | |
| Title: | CEO | |
| QUANTUM CYBER N.V. | ||
| By: | /s/ David Lazar | |
| Name: | David Lazar | |
| Title: | CEO | |
Exhibit 99.1
Quantum Cyber Signs Definitive Agreements to Acquire U.S.-Based Manufacturing
Facility in Bridgeport, Connecticut
Quantum Drones Corporation Executes Definitive
Agreements for $3.2 Million Acquisition
of Approximately 50,000-Square-Foot Industrial Facility and Installed Manufacturing
Equipment;
Advances Company’s Transition From Technology Licensing to Vertically
Integrated Domestic Defense Manufacturing
WEST PALM BEACH, Florida, June 29, 2026 (GLOBE NEWSWIRE) -- Quantum Cyber N.V. (Nasdaq: QUCY) (“Quantum Cyber” or the “Company”), a Nasdaq-listed autonomous defense technology company assembling an AI-powered System-of-Systems platform for drone warfare, counter-UAS, and border security applications, today announced that its wholly owned subsidiary, Quantum Drones Corporation, has signed definitive agreements to acquire the real property and the installed manufacturing equipment located at 38 Union Avenue, Bridgeport, Connecticut, from Arcade Realty LLC and Arcade Technology LLC, for aggregate consideration of $3,200,000.
The definitive agreements follow the Letter of Intent the Company announced on June 8, 2026, and represent a foundational step in Quantum Cyber’s previously announced strategic transition from a technology development and IP licensing company to a vertically integrated autonomous defense manufacturer with domestic production capacity under its own control. Completion of the acquisition remains subject to customary closing conditions.
The Bridgeport property is an approximately 50,000-square-foot industrial facility situated on an approximately 1.09-acre site in southeastern Bridgeport, with direct access to Interstate 95. The equipment to be acquired includes a substantial installed inventory of metal-forming and machining assets.
The Company believes the acquisition advances Quantum Cyber’s stated strategy of building the production infrastructure required to manufacture autonomous defense systems domestically. It follows the Company’s June 2, 2026 announcement that it would assume direct manufacturing of its licensed autonomous drone platform, and its May 28, 2026 announcement of plans to establish a U.S.-based defense-technology manufacturing complex.
Upon completion of the acquisition, the Company would own a physical manufacturing facility, the installed equipment within it, and an experienced fabrication team, the operating foundation on which it intends to build its domestic autonomous defense manufacturing capability.
The acquisition is intended to support the Trump Administration’s Executive Order 14307, which establishes American drone dominance as an explicit national security and industrial priority and directs the acceleration of domestic drone production capacity. The U.S. Department of Defense FY2027 Budget Request allocates approximately $55 billion toward drone and autonomous warfare programs, reflecting a doctrinal shift toward high-volume, attritable autonomous platforms deployed at operational scale. By acquiring domestic manufacturing infrastructure, Quantum Cyber believes it may be better positioned to participate in this procurement wave as a domestic producer, not solely as a technology licensor.
“Signing these definitive agreements turns our manufacturing strategy from an announcement into a binding commitment to acquire a real facility, real equipment, and an experienced team that knows how to run it,” said David Lazar, Chief Executive Officer of Quantum Cyber. “This is the production foundation we have said we were building, and we believe it gives us a domestic base from which to advance toward delivering combat-ready autonomous systems. We are moving to the next phase.”
About Quantum Drones Corporation
Quantum Drones Corporation is a wholly owned Nevada-incorporated subsidiary of Quantum Cyber N.V. established to serve as the operational vehicle for the Company’s domestic defense technology programs and U.S. government procurement activities. The subsidiary is led by Peter O’Rourke, President and Director, a former Acting Secretary of the U.S. Department of Veterans Affairs under the Trump administration, and Robert Liscouski, Director, a former Assistant Secretary for Infrastructure Protection at the U.S. Department of Homeland Security and co-founder and former Chairman and CEO of a Nasdaq-listed quantum computing company.
About Quantum Cyber N.V.
Quantum Cyber N.V. (Nasdaq: QUCY) is assembling an AI-powered, quantum-accelerated System-of-Systems autonomous defense platform that integrates drone warfare, counter-UAS, autonomous naval mine countermeasures, EMP shielding, anti-drone ammunition, command-and-control, and quantum antenna applications under a single Nasdaq-listed company. The Company acquires, licenses, and develops combat-proven autonomous technologies, deploying them as a coordinated, multi-domain portfolio across air, land, and sea. For more information, visit www.quantum-cyber.ai.
2
Forward-Looking Statements
Certain statements made in this press release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “anticipate,” “believe,” “expect,” “estimate,” “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements relate to, among other things, the completion of the acquisition and the satisfaction of closing conditions; the Company’s strategic transition to a vertically integrated autonomous defense manufacturer; the intended use, operation, and build-out of the acquired Bridgeport facility and equipment; the integration and retention of the acquired business and its personnel; the Company’s ability to pursue U.S. government contracts and homeland security programs; the Company’s expectation that domestic manufacturing capacity will position it to participate in defense procurement opportunities; and the development and commercialization of the Company’s autonomous defense technologies.
These forward-looking statements reflect the current analysis of existing information and are subject to various risks and uncertainties. The signing of a definitive agreement does not guarantee the consummation of the proposed transaction, and there can be no assurance that the transaction will close on the terms described or at all. As a result, caution must be exercised in relying on forward-looking statements. Due to known and unknown risks, actual results may differ materially from the Company’s expectations or projections. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: (i) the failure to satisfy closing conditions or otherwise consummate the acquisition; (ii) the failure to successfully integrate or operate the acquired facility, equipment, and business; (iii) the failure to meet projected development, production, or operational targets for the manufacturing facility, or to meet other goals or objectives of the Company’s strategic transition; (iv) the loss of acquired personnel, customers, or supplier relationships; (v) changes in applicable laws or regulations; (vi) an inability to successfully pursue new initiatives; (vii) the failure to secure U.S. government contracts or procurement approvals; and (viii) other risks and uncertainties discussed from time to time in other reports and public filings with the Securities and Exchange Commission (the “SEC”) by the Company. Additional information concerning these and other factors may be found in the Company’s filings with the SEC, including its Annual Report on Form 10-K filed on March 31, 2026, its Quarterly Report on Form 10-Q filed on May 15, 2026, and its subsequent filings with the SEC. The Company’s SEC filings are available publicly on the SEC’s website at www.sec.gov. Any forward-looking statement made by the Company in this press release is based only on information currently available and speaks only as of the date on which it is made. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as required by law.
3