Exhibit 4.30

Execution Version

ASSET PURCHASE AGREEMENT

by and among

SIERRA BLANCA QUARRY, LLC,

TACTICAL RESOURCES CORP.,

and

PLUM III MERGER CORP.

Dated as of April 7, 2026

TABLE OF CONTENTS

SCHEDULES

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”), dated as of April 7, 2026 (the “Effective Date”), is entered into by and among Sierra Blanca Quarry, LLC, a limited liability company existing under the laws of the State of Texas (“Seller”), Tactical Resources Corp., a corporation incorporated under the laws of the Province of British Columbia (“Buyer”), and PubCo (as defined herein). Each of Seller, Buyer and PubCo are referred to herein individually as a “Party” and collectively as, the “Parties”.

RECITALS

WHEREAS, on August 22, 2024, Plum Acquisition Corp. III, Plum III Amalco Corp., Plum III Merger Corp., a corporation incorporated under the laws of the Province of British Columbia (“Plum III Merger”), and Buyer entered into a Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”);

WHEREAS, pursuant to the transactions contemplated by the Business Combination Agreement (the “Business Combination”), Buyer will become a wholly-owned subsidiary of Plum III Merger;

WHEREAS, contemporaneously with the closing of the Business Combination, the common shares of Plum III Merger will be listed on the Nasdaq Capital Market (the “Listing” and, together with the Business Combination, the “deSPAC Transaction”);

WHEREAS, contemporaneously with the completion of the deSPAC Transaction, Plum III Merger will change its name to Tactical Resources Corporation (“PubCo”, and, for the avoidance of doubt, references herein to PubCo shall refer to such entity both before and after such name change);

WHEREAS, pursuant to the Purchase and Sale Agreement (as defined herein), Seller has agreed to sell to Buyer, and Buyer has agreed to purchase from Seller, certain assets, including the Assets;

WHEREAS, Seller owns the Assets and, in accordance with the Purchase and Sale Agreement, desires to sell and assign to Buyer, and Buyer wishes to purchase from Seller, all of Seller’s right, title and interest in the Assets in exchange for the Stock Consideration, subject to the terms and conditions set forth herein; and

WHEREAS, the Stock Consideration to be issued by PubCo to Seller hereunder will be issued in a transaction not subject to the registration requirements of the Securities Act and will therefore be, at the time of Closing, “restricted securities” as defined in Rule 144 under the Securities Act.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I.

DEFINITIONS

Section 1.01. Definitions. Except as otherwise specified or as the context may otherwise require, in addition to the capitalized terms defined elsewhere herein, the following terms shall have the respective meanings set forth below whenever used in this Agreement:

“Action” means any action, arbitration, mediation, litigation, investigation, suit or other civil or criminal proceeding (including, without limitation, an informal investigation).

“Additional Share Request Certificate” means a certificate executed by an officer of Seller delivered to Buyer and PubCo setting forth information reasonably satisfactory to Buyer and PubCo, including certifications (a) that Seller has as of the date of such Additional Share Request Certificate sold all shares of Stock Consideration with respect to which the Lock-Up Restriction has theretofore expired; (b) that the aggregate gross proceeds of such sales described in clause (a) is less than $3,000,000.00; (c) calculating the amount by which the gross proceeds of such sales described in clause (a) is less than $3,000,000.00; (d) setting forth the per share price of PubCo Common Shares trading on the Principal Market at the close of regular trading hours on the Trading Day immediately preceding the date of such Additional Share Request Certificate; and (e) calculating a number of shares equal to the quotient of the amount certified in connection with clause (c), divided by the amount certified in clause (d), rounded to the nearest whole share. Seller shall attach to such certificate documentation reasonably satisfactory to Buyer and PubCo evidencing the certifications made in such Additional Share Request Certificate.

“Additional Share Request Deadline” means the day that is five (5) Trading Days preceding the sixtieth (60^th) calendar day following the Closing Date.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

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

“Assets” has the meaning set forth in Section 2.01(a).

“Assumed Liabilities” has the meaning set forth in Section 2.02.

“Average Daily Dollar Volume” means, for any Trading Day, the average daily dollar volume of PubCo Common Shares for such Trading Day on the Principal Market during regular trading hours as reported by Bloomberg L.P.

“Average Monthly Dollar Volume” means, for any calendar month, the average of the Average Daily Dollar Volume for each Trading Day in such month.

“Bill of Sale, Assignment and Assumption Agreement” has the meaning set forth in Section 3.02(a)(i).

“Business Combination” has the meaning set forth in the recitals.

“Business Combination Agreement” has the meaning set forth in the recitals.

“Business Day” means any day except Saturday, Sunday or any other day on which commercial banks located in the State of Texas are authorized or required by Law to be closed for business.

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

“Buyer Indemnified Persons” has the meaning set forth in Section 10.01.

“Certificate Submission Date” means, with respect to any Additional Share Request Certificate, the date on which such certificate is submitted by Seller to Buyer and PubCo.

“Claims” has the meaning set forth in Section 11.13.

“Closing” has the meaning set forth in Section 3.01.

“Closing Date” has the meaning set forth in Section 3.01.

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

“Confidential Information” has the meaning set forth in Section 7.02.

“Consent” means any consent, approval, authorization, clearance, consultation, waiver, novation, permit, grant, agreement, certificate, exemption, order, registration, declaration, filing, notice of or any similar affirmation, with or to any Person or under any Law.

“Contemplated Transactions” means the transactions contemplated by this Agreement and the Transaction Documents, including: (a) the execution, delivery and performance of this Agreement and the Transaction Documents; (b) the sale and purchase of the Assets; and (c) Buyer’s assumption of the Assumed Liabilities.

“Contracts” means all binding written or oral contracts, leases, mortgages, licenses, instruments, notes, commitments, undertakings, indentures, arrangements, franchises, leases and other instruments or obligations of any kind (including any amendments and other modifications thereto, and any terms and conditions related thereto).

“Daily VWAP” means, for any Trading Day, the daily volume weighted average price of PubCo Common Shares for such Trading Day on the Principal Market during regular trading hours as reported by Bloomberg L.P.

“Deductible” has the meaning set forth in Section 10.06(a).

“Delivery” has the meaning ascribed to such term in the Purchase and Sale Agreement.

“deSPAC Transaction” has the meaning set forth in the recitals.

“Dollar Volume Condition” means, for any calendar month, the Average Monthly Dollar Volume is greater than $50,000,000.00.

“Early Release Trigger Conditions” means the Dollar Volume Condition and the VWAP Condition.

“Effective Date” has the meaning set forth in the preamble.

“Encumbrance” means any lien, pledge, mortgage, encumbrance, deed of trust, assessment, security interest of any kind, charge, option, warranty, purchase right, lease, claim, easement, encroachment or other similar encumbrance.

“Environmental Claim” means any Governmental Order, action, suit, claim, investigation or other legal proceeding by any Person alleging liability of whatever kind or nature (including liability or responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties, contribution, indemnification, and injunctive relief) arising out of, based on or resulting from: (a) the presence of, Release of, or exposure to, any Hazardous Materials; or (b) any actual or alleged non-compliance with or liability under any Environmental Law or term or condition of any Environmental Permit.

“Environmental Law” means any applicable Law, and any Governmental Order or binding agreement with any Governmental Authority: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or threatened species, human health or safety, or the environment; or (b) concerning the presence of, exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment, generation, discharge, transportation, processing, production, disposal, or remediation of any Hazardous Materials.

“Environmental Notice” means (a) any written directive, notice of violation or infraction issued by a Governmental Authority pursuant to Environmental Law or (b) any written notice respecting any Environmental Claim relating to actual or alleged non-compliance with or liability under any Environmental Law or any term or condition of any Environmental Permit.

“Environmental Permit” means any Permit required by applicable Environmental Law.

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

“Excluded Liabilities” has the meaning set forth in Section 2.03.

“Fraud” means any breach or inaccuracy of any representation or warranty contained in this Agreement or any other Transaction Document that constitutes common law fraud under the Laws of the State of Texas.

“Fundamental Representations” means the representations and warranties set forth in Section 4.01, Section 4.02, Section 4.03, Section 4.06, Section 4.08, Section 4.09 and Section 4.20.

“GAAP” means United States generally accepted accounting principles in effect from time to time.

“GLO” has the meaning set forth in Section 2.01(a).

“Governmental Authority” means any federal, state, national, local, or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of Law), or any arbitrator, court or tribunal of competent jurisdiction.

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

“Hazardous Materials” means: (a) any material, substance, chemical, waste, product, derivative, compound, mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or man-made, that is hazardous, acutely hazardous, toxic, or words of similar import or regulatory effect under Environmental Laws; and (b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation and polychlorinated biphenyls and per- and poly-fluoroalkyl substances and other emerging contaminants.

“Indemnification Claim” has the meaning set forth in Section 10.05(a).

“Indemnified Party” means the Buyer Indemnified Persons and Seller Indemnified Persons, as applicable.

“Indemnitor” means the party from which indemnification is sought in accordance with Section 10.01, Section 10.02 or Section 10.03, as applicable.

“Knowledge” or any other similar knowledge qualification, with respect to Seller, means the constructive knowledge of any of Dennis Walker, Becky Dean Walker or Kyle Walker, who are the individuals affiliated with the Seller with the most familiarity with the Assets, the Seller and the matters set forth herein.

“Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, other requirement or rule of law of any Governmental Authority.

“Leased Premises” has the meaning set forth in Section 2.01(a).

“Liabilities” means any and all claims, debts, losses, damages, adverse claims, liabilities, fines, penalties, duties, responsibilities, obligations and expenses (including reasonable attorneys’ fees and reasonable costs of investigation and defense) of any kind, character, or description, in each case, whether known or unknown, direct or indirect, fixed, absolute or contingent, matured or unmatured, accrued or unaccrued, asserted or unasserted, ascertained or ascertainable, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, vested or unvested, executory, determined, determinable, in contract, tort, strict liability, or otherwise, or otherwise due or to become due, and whether or not required to be recorded or reflected on a balance sheet under GAAP.

“Listing” has the meaning set forth in the recitals.

“Lock-Up Restriction” has the meaning set forth in Section 7.09(a).

“Locked-Up Shares” means, at any time, the shares then subject to the Lock-Up Restriction.

“Losses” means any and all losses, damages, liabilities, deficiencies, Actions, settlements, judgments, awards, Taxes, penalties, fines, costs or expenses of whatever kind (including reasonable legal, expert and consultant fees and expenses, and the reasonable out-of-pocket cost of investigating and enforcing any determined right to indemnification hereunder, in respect thereof).

“Material Adverse Effect” means any fact, occurrence, event, change, circumstance, condition, development or effect that, individually or in the aggregate, (a) is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to the quantity, quality, condition or value of the Assets or (b) does or would reasonably be expected to materially impede, hinder or delay the ability of Seller, Buyer or PubCo to consummate the transactions contemplated by or perform their respective obligations under this Agreement and the other Transaction Documents.

“Monthly VWAP” means, for any calendar month, the average of the Daily VWAP for each Trading Day in such month.

“Party” and “Parties” have the meanings set forth in the preamble.

“Permits” means all permits, licenses, registrations, franchises, approvals, clearances, authorizations and any other similar Consents required to be obtained from Governmental Authorities.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Plum III Merger” has the meaning set forth in the recitals.

“Point of Delivery” has the meaning ascribed to such term in the Purchase and Sale Agreement.

“Principal Market” means the NASDAQ Capital Market or any Trading Market on which PubCo Common Shares are listed.

“Prospectus Filing Date” means the date on which a final prospectus is filed with the SEC in accordance with Rule 424 under the Securities Act pursuant to Section 7.08.

“Prospectus Filing Date Shares” means a number of shares of Stock Consideration equal to the quotient of (a) $3,000,000.00, divided by (b) the per share price of PubCo Common Shares trading on the Principal Market at the close of regular trading hours on the Trading Day immediately preceding the Prospectus Filing Date as reported by Bloomberg L.P.

“PubCo” has the meaning set forth in the recitals.

“PubCo Common Shares” means the common shares of PubCo.

“Purchase and Sale Agreement” means that certain Purchase and Sale Agreement, dated as of March 9, 2026 among Buyer, Seller and Walker (as defined therein) as the same may have been amended, varied, novated or supplemented prior to the Effective Date.

“Rare Earth Elements” has the meaning ascribed to such term in the Purchase and Sale Agreement.

“Release” means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate into or through the environment.

“Released Parties” has the meaning set forth in Section 11.13.

“Releasing Parties” has the meaning set forth in Section 11.13.

“Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“Royalties” has the meaning ascribed to such term in the Purchase and Sale Agreement.

“SEC” means the U.S. Securities and Exchange Commission.

“SEC Documents” means all reports, schedules, forms, statements and other documents required to be filed by PubCo under the Securities Act and the Exchange Act.

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

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

“Seller Indemnified Persons” has the meaning set forth in Section 10.02.

“Stock Consideration” means approximately 3,000,000 shares of common stock of PubCo, to be issued by PubCo to Seller at Closing on behalf of Buyer in accordance with applicable securities Laws.

“Tax Return” means any return, declaration, report, claim for refund, information return, claim for refund, statement or other document filed or required to be filed in respect of Taxes or Tax Law (including any schedule or attachment thereto, and including any amendment thereof).

“Taxes” means, whether disputed or not, any and all (a) federal, state, provincial, local, foreign and other taxes (including levies, fees, imposts, duties, assessments or charges in the nature of taxes) imposed by a Governmental Authority, including (i) taxes imposed on, or measured by, net income, gross income, franchise, profits or gross receipts, and (ii) sales, use, production, ad valorem, transfer, registration, social security (or similar), disability, license, lease, branch, service, service use, withholding, payroll, employment, unemployment, compensation, utility, estimated, excise, severance, value added, capital gains, goods and services, capital stock, environmental, stamp, occupation, premium, personal property (tangible and intangible), real property, real property gains, windfall profits and customs; (b) any liability for the payment of any amounts of the type described in clause (a) as a result of being a member of, or a successor to a member of, an affiliated, combined, consolidated or unitary group for any taxable period; (c) any liability for the payment of any amounts of the type described in clause (a) as a result of being a Person required by applicable Law to withhold or collect taxes imposed on another Person; (d) any liability for the payment of amounts of the type described in clause (a), (b) or (c) as a result of being a transferee of, or a successor in interest to, any Person or as a result of an express or implied obligation to indemnify any Person; and (e) any and all interest, additions to tax, additional amounts imposed or penalties with respect to any amounts described in clause (a), (b), (c) or (d).

“Third Party Claim” has the meaning set forth in Section 10.05(a).

“Trading Day” means a day on which PubCo Common Shares are quoted or traded on the Principal Market.

“Trading Market” means any national securities exchange that has registered with the SEC under Section 6 of the Exchange Act, including, but not limited to, the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market or the New York Stock Exchange.

“Transaction Documents” means this Agreement, the Bill of Sale, Assignment and Assumption Agreement, and all other agreements, instruments and documents required to be delivered at Closing.

“Transfer” means the (a) sale of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).

“VWAP Condition” means, for any calendar month, the Monthly VWAP is greater than $12.50.

Section 1.02. Rules of Construction. The following provisions shall be applied wherever appropriate herein:

(a) “herein,” “hereby,” “hereunder,” “hereof” and other equivalent words shall refer to this Agreement as an entirety and not solely to the particular portion of this Agreement in which any such word is used;

(b) all definitions set forth herein shall be deemed applicable whether the words defined are used herein in the singular or the plural;

(c) wherever used herein, any pronoun or pronouns shall be deemed to include both the singular and plural and to cover all genders;

(d) this Agreement and the other Transaction Documents shall be deemed to have been drafted by Seller, Buyer and PubCo and neither this Agreement nor any other Transaction Document shall be construed against any Party as the principal draftsperson hereof or thereof;

(e) any reference herein to a particular Section, Article or Schedule means a Section or Article of, or a Schedule to, this Agreement unless another agreement is specified;

(f) all references or citations in this Agreement to statutes or regulations or statutory or regulatory provisions shall, when the context requires, be considered citations to such successor statutes, regulations, or provisions;

(g) the Schedules attached hereto are incorporated herein by reference and shall be considered part of this Agreement;

(h) the headings in this Agreement and the other Transaction Documents are for convenience of identification only and are not intended to describe, interpret, define or limit the scope, extent, or intent of the respective Transaction Documents or any provision hereof;

(i) unless otherwise expressly provided, wherever the consent of any Person is required or permitted herein, such consent may be withheld in such Person’s sole and absolute discretion;

(j) the words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation”;

(k) the word “dollar” and the symbol “$” refer to the lawful currency of the United States of America;

(l) any reference in this Agreement to “writing” or comparable expressions includes a reference to a facsimile transmission, email or comparable means of communication;

(m) the phrases “delivered” or “made available,” when used in this Agreement, shall mean that the information referred to is available to the applicable Party in physical or electronic format at least three (3) Business Days prior to Closing;

(n) references to “day” or “days” are to calendar days;

(o) the word “or” shall not be exclusive;

(p) this “Agreement” or any other Contract or document shall be construed as a reference to this Agreement or, as the case may be, such other Contract or document as the same may have been, or may from time to time be, amended, varied, novated or supplemented;

(q) references herein to any Law shall be deemed also to refer to all rules and regulations promulgated thereunder;

(r) the word “extent” in the phrase “to the extent” shall mean the degree to which a subject or other item extends and shall not simply mean “if”;

(s) if the last day for the giving of any notice or the performance of any act required or permitted under this Agreement is a day that is not a Business Day, then the time for the giving of such notice or the performance of such action shall be extended to the next succeeding Business Day; and

(t) the word “principally” shall mean, with respect to any item (whether tangible, intangible or mixed), event or condition, that such item, event or condition is primarily (other than any immaterial or minor occasional exception) used, possessed, derived or in existence with such.

ARTICLE II.

PURCHASE AND SALE

Section 2.01. Purchase and Sale of Assets.

(a) Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to certain processed crushed aggregate (product less than ¾”) generated by Seller in connection with Seller’s current operation of a ballast crushing plant located in Sierra Blanca, Texas, on the surface area of that certain premises (the “Leased Premises”) leased to Seller by the Commission of the General Land Office of the State of Texas (the “GLO”) pursuant to that certain Mining Lease (M-114769) dated as of February 1, 2013 between Seller and the GLO, as amended, totaling approximately 1.50 million tons and located in designated stockpile(s) on the Leased Premises as of the Effective Date (collectively, the “Assets”).

(b) Notwithstanding anything contained herein to the contrary, each of the Parties expressly agree and acknowledge that, from and after the Closing, the Assets acquired by Buyer hereunder shall be “Acquired Tailings” (as such term is defined in the Purchase and Sale Agreement) under the Purchase and Sale Agreement, subject to all terms, conditions and provisions set forth in the Purchase and Sale Agreement that govern the rights, duties and obligations of Buyer and Seller with respect to the Acquired Tailings.

(c) In the event of any inconsistency between the terms and conditions set forth in this Agreement or any other Transaction Document governing the Acquired Tailings from and after the Closing Date and the terms and conditions set forth in the Purchase and Sale Agreement governing the Acquired Tailings from and after the Closing Date, the provisions of the Purchase and Sale Agreement shall control.

(d) The Parties expressly agree and acknowledge that the terms and conditions of this Section 2.01 and the terms and conditions of the Purchase and Sale Agreement with respect to the Acquired Tailings incorporated herein by reference shall survive the Closing until 11:59 PM Central Time on July 31, 2036.

Section 2.02. Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge when due only those Liabilities of Seller relating to the Assets that arise out of events, facts or circumstances solely occurring after the Closing (collectively, the “Assumed Liabilities”).

Section 2.03. Excluded Liabilities. Except for the Assumed Liabilities, Buyer shall not assume and shall not be responsible to pay, perform or discharge, or be responsible or liable pursuant to this Agreement or otherwise for, any Liabilities or obligations of Seller or its Affiliates or any Liabilities related to the Assets that are not Assumed Liabilities (collectively, the “Excluded Liabilities”), and Seller and its applicable Affiliates shall retain and shall pay, perform and discharge all Excluded Liabilities.

Section 2.04. Purchase Price. On and subject to the terms and conditions of this Agreement, in consideration for the sale, grant, conveyance, transfer and assignment of the Assets, at the Closing, Buyer shall assume the Assumed Liabilities and PubCo shall issue to Seller the Stock Consideration on behalf of Buyer in accordance with applicable securities Laws.

Section 2.05. Withholding. PubCo, Buyer and their respective Affiliates and agents shall be entitled to deduct or withhold from the Stock Consideration otherwise issuable pursuant to this Agreement such amounts as are required to be deducted or withheld under applicable Law. To the extent any deduction or withholding is required with respect to the Stock Consideration, PubCo, Buyer and their respective Affiliates and agents shall be entitled to satisfy such deduction or withholding obligation by deducting or withholding a number of shares of Stock Consideration having a fair market value at the time of the deduction or withholding approximately equal to the amount required to be deducted or withheld plus applicable Taxes and out-of-pocket costs or expenses in connection therewith. To the extent that amounts are so deducted or withheld and paid over to the appropriate Tax authority, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding.

ARTICLE III.

CLOSING

Section 3.01. Closing. The closing of the sale, assignment, transfer and conveyance of the Assets to Buyer and the other transactions contemplated by this Agreement (the “Closing”) will take place remotely by exchange of documents and signatures (or their electronic counterparts), promptly after all of the conditions to closing set forth in Section 8.01 and Section 8.02 are satisfied or waived. The date of the Closing is referred to in this Agreement as the “Closing Date”. All actions to be taken and all documents and instruments to be executed and delivered at Closing shall be deemed to have been taken, executed, and delivered simultaneously and, except as permitted hereunder, no actions shall be deemed taken nor any documents and instruments executed or delivered until all actions have been taken and all documents and instruments have been executed and delivered. All transactions hereunder shall be deemed to have occurred as of 12:01 a.m. Central Time, on the Closing Date.

Section 3.02. Closing Deliverables

(a) At the Closing, Seller shall deliver, or shall cause to be delivered, to each of Buyer and PubCo the following:

(i) an assignment and assumption agreement, in form and substance reasonably satisfactory to Buyer (the “Bill of Sale, Assignment and Assumption Agreement”), duly executed by Seller;

(ii) any Consents listed on Schedule 3.02(a), which shall each be fully executed by the parties thereto;

(iii) a properly completed and executed Internal Revenue Service Form W-9 in respect of Seller; and

(iv) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Buyer or PubCo, as applicable, as may be required to give effect to the Contemplated Transactions.

(b) At the Closing, Buyer shall deliver, or shall cause to be delivered, to Seller the following:

(i) the Bill of Sale, Assignment and Assumption Agreement, duly executed by Buyer; and

(ii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Seller, as may be required to give effect to the Contemplated Transactions.

(c) At the Closing, PubCo shall deliver, or shall cause to be delivered, to Seller the following:

(i) the Stock Consideration, issued in accordance with Section 2.04;

(ii) the Bill of Sale, Assignment and Assumption Agreement, duly executed by PubCo; and

(iii) such other customary instruments of transfer, assumption, filings or documents, in form and substance reasonably satisfactory to Seller, as may be required to give effect to the Contemplated Transactions.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer and PubCo that the statements contained in this Article IV are true and correct as of the Effective Date and as of the Closing Date (or, with respect to representations and warranties that speak as of a specific date or time, as of such date or time).

Section 4.01. Organization and Qualification. Seller is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Texas and has all necessary power and authority to own, operate or lease the properties and assets now owned, operated or leased by it and to carry on the business of Seller as currently conducted. Seller is duly licensed and qualified to do business and is in good standing in each jurisdiction in which the ownership of the Assets or the operation of the business of Seller makes such licensing and qualification necessary, except where the failure to be so licensed, qualified or in good standing would not reasonably be expected to affect the ability of Seller to consummate the transactions contemplated by this Agreement or perform any of its obligations under this Agreement or any Transaction Document to which it is a party.

Section 4.02. Authority. Seller has all necessary power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer and PubCo) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other parties thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 4.03. No Conflicts; Consents. The execution, delivery and performance by Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby (including the assignment of any Asset to, or the assumption of any Assumed Liability by, Buyer), do not and will not: (a) conflict with or result in a violation or breach of any provision of the certificate of formation or operating agreement (or other similar governing documents) of Seller; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller or the Assets; (c) require the Consent by or from any Person under, conflict with, result in a violation or breach of, constitute a default under, result in the acceleration of or create in any party the right to accelerate, terminate, modify or cancel, any Contract related to the Assets; or (d) result in the creation or imposition of any Encumbrance on any of the Assets. No Consent, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Seller in connection with the execution and delivery of this Agreement or any of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

Section 4.04. Absence of Certain Changes, Events and Conditions. Except as expressly contemplated by this Agreement, for the past three (3) years:

(a) no Material Adverse Effect has occurred;

(b) there has not been any damage, destruction or casualty loss to any of the Assets, whether covered by insurance or not, ordinary wear and tear excepted;

(c) Seller has not:

(i) (1) disposed of any Assets; or (2) subjected any Assets to an Encumbrance or otherwise taken any action that could reasonably result in the creation or imposition of any Encumbrance on any of the Assets, except as otherwise expressly contemplated in the Purchase and Sale Agreement, this Agreement and the other Transaction Documents;

(ii) entered into any Contract relating to the Assets, except for the Purchase and Sale Agreement, this Agreement and the other Transaction Documents; or

(iii) agreed in writing to take any of the actions described above.

Section 4.05. Material Contracts.

(a) Schedule 4.05(a) lists each Contract related to the Assets or by which the Assets are otherwise bound.

(b) Each Contract set forth on Schedule 4.05(a) is in full force and effect and neither Seller nor the applicable counterparty thereunder is in breach of, or default under, any such Contract. None of the counterparties to the Contracts set forth on Schedule 4.05(a) has cancelled or otherwise terminated or materially altered or, threatened or otherwise indicated (whether orally or in writing) its intent to cancel or terminate or materially alter, any of the Contracts set forth on Schedule 4.05(a). True, complete and correct copies of each Contract set forth on Schedule 4.05(a) (including all modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyer and PubCo.

Section 4.06. Title; Condition and Sufficiency of Assets. Seller has good and marketable title to the Assets, free and clear of all Encumbrances (other than Encumbrances expressly permitted pursuant to the Purchase and Sale Agreement). Seller has not granted any outstanding options, rights of first refusal, rights of first offer or other third-party rights to purchase the Assets, except as expressly set forth in the Purchase and Sale Agreement. The Assets are adequate for the uses to which they are being put.

Section 4.07. Legal Proceedings; Governmental Orders.

(a) There are no, and for the past three (3) years there have not been any, Actions pending or, to Seller’s Knowledge, threatened against or by, or otherwise involving, Seller or any of its Affiliates relating to or affecting the Assets, the Assumed Liabilities or the consummation of any of the Contemplated Transactions.

(b) To Seller’s Knowledge, no event has occurred and no action has been taken or omitted that is reasonably likely to result in any Action relating to or affecting the Assets, the Assumed Liabilities or the consummation of any of the Contemplated Transactions. There are no outstanding, and for the past three (3) years there have not been any, Governmental Orders and no unsatisfied judgments, penalties or awards against or affecting the Assets, and there is no Governmental Order enjoining Seller from engaging in or continuing any conduct or practice, or requiring Seller to take any material action, in connection with any of the Assets.

Section 4.08. Compliance With Laws; Permits.

(a) Seller is in compliance with all Laws applicable to the ownership and use of the Assets.

(b) Schedule 4.08(b) sets forth a list of all Permits (other than Environmental Permits, which are included in Schedule 4.09(b)) related to the Assets, or which are otherwise held or used by Seller in connection with the Assets. All Permits set forth on Schedule 4.08(b) have been properly obtained by Seller and are valid and in full force and effect. The Permits set forth on Schedule 4.08(b) include all of the Permits (other than the Environmental Permits) necessary for the ownership, operation and use of the Assets.

Section 4.09. Environmental Matters.

(a) The ownership and operations of Seller with respect to the Assets are and have been for the past five (5) years in compliance with all Environmental Laws. Seller has not, within the past five (5) years, received from any Person, with respect to the Assets, any: (i) Environmental Notice or Environmental Claim; or (ii) written request for information pursuant to Environmental Law, which, in each case, either remains pending or unresolved, or is the source of any actual or alleged ongoing obligations or requirements as of the Closing Date.

(b) Schedule 4.09(b) lists all of Seller’s Environmental Permits related to the Assets, or which are otherwise held or used by Seller in connection with the Assets. Seller has obtained and is and has been in compliance with all Environmental Permits set forth on Schedule 4.09(b), and all such Environmental Permits are in full force and effect and not subject to any known challenge or contest. The Environmental Permits set forth on Schedule 4.09(b) include all of the Environmental Permits necessary for the ownership, operation and use of the Assets.

(c) There have been no Releases of Hazardous Materials involving the Assets. Seller has not received any Environmental Notice that any of the Assets or any location currently or formerly owned or operated by Seller and involving the Assets has been contaminated with any Hazardous Material that would reasonably be expected to result in an Environmental Claim against, or a violation of Environmental Law or term of any Environmental Permit by, Seller.

(d) Seller has made available to Buyer and PubCo any and all final material environmental reports, studies, audits, records, sampling data, site assessments and other similar documents with respect to the Assets.

Section 4.10. Taxes.

(a) Seller has timely and properly filed (taking into account any valid extensions) with the appropriate Tax authorities all Tax Returns required to be filed by Seller, and all such Tax Returns are true, accurate and complete. Seller has timely and properly paid all Taxes due and owing by Seller (whether or not shown on any Tax Return). There are no outstanding agreements or waivers extending the statutory period of limitations applicable to the assessment of any Tax against Seller, and no such extension or waiver has been requested from Seller or any of its Affiliates.

(b) Seller has timely and properly (i) collected or withheld all Taxes required to be collected or withheld by it from payments to its employees, agents, contractors, customers, nonresidents, members, shareholders, lenders or other Persons and (ii) remitted all such Taxes to the proper Tax authorities in accordance with all applicable Laws. Seller has complied with all information reporting and backup withholding provisions of applicable Law.

(c) There are no Encumbrances for Taxes on the Assets, nor has Seller received any written notice that any Tax authority in the process of imposing any Encumbrances for Taxes on any of the Assets.

(d) Seller is not a “foreign person” as that term is used in Treasury Regulations Section 1.1445-2.

(e) No claim has ever been made by any Tax authority in a jurisdiction where Seller does not file Tax Returns that Seller is, or may be, subject to Taxes assessed by that jurisdiction.

(f) There are no ongoing audits, examinations or other administrative or judicial proceedings relating to Taxes or Tax Returns of Seller. There are no (i) pending, scheduled or threats of audits, examinations or other administrative or judicial proceedings relating to Taxes or Tax Returns of Seller or (ii) Tax deficiencies, assessments or other similar claims against Seller that remain unpaid or otherwise unsettled.

(g) None of the Assets is (i) subject to Section 168(g)(1) of the Code, or (ii) subject to a “disqualified leaseback or long-term agreement”, as defined in Section 467(b)(4) of the Code.

(h) None of the Assets (i) is held in an arrangement that could be classified as a partnership for Tax purposes or (ii) constitutes an ownership interest in any other Person as determined for U.S. federal income Tax purposes.

(i) Seller is not liable for the Taxes of any other Person as a successor or transferee, by statute, Tax sharing agreement or otherwise pursuant to applicable Law, other than any commercial agreement (or any provision of a commercial agreement) entered into in the ordinary course of business, the principal purpose of which agreement does not relate to Taxes.

(j) Seller has never been a member of an affiliated group of corporations within the meaning of Section 1504 of the Code, or a member of a combined, consolidated, unitary or other group for state, local or foreign Tax purposes.

(k) Seller is properly classified as a partnership for U.S. federal income Tax purposes.

Section 4.11. Investment Intent. Seller is acquiring the Stock Consideration for its own account for investment purposes only and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act or any applicable state securities law. Seller understands that the Stock Consideration has not been registered under the Securities Act and will be issued in reliance upon an exemption from the registration requirements thereof.

Section 4.12. Sophisticated Investor. Seller has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Stock Consideration. Seller is able to bear the economic risk of an investment in the Stock Consideration for an indefinite period of time and can afford a complete loss of such investment.

Section 4.13. Accredited Investor. Seller is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Section 4.14. Restricted Securities. Seller acknowledges and understands that (a) the Stock Consideration will be characterized as “restricted securities” under the Securities Act inasmuch as they are being acquired from PubCo in a transaction not involving a public offering and that under the Securities Act and applicable regulations thereunder such securities may be resold without registration under the Securities Act only in certain limited circumstances, (b) the Stock Consideration must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available, and (c) Seller will not sell, offer to sell, assign, pledge, hypothecate or otherwise transfer any of the Stock Consideration unless pursuant to an effective registration statement under the Securities Act, or unless an exemption from the registration requirements of the Securities Act is available.

Section 4.15. No General Solicitation. Seller acknowledges that neither PubCo nor any other Person has made any representation to Seller with respect to PubCo or the offer or sale of the Stock Consideration, other than the representations and warranties of PubCo expressly set forth in this Agreement. Seller is not acquiring the Stock Consideration as a result of any advertisement, article, notice or other communication regarding the Stock Consideration published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting or any other general solicitation or general advertisement.

Section 4.16. Legends. Seller understands that the certificates or book-entry positions representing the Stock Consideration will bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such certificates or book-entry positions):

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS.”

Section 4.17. Reliance on Exemptions. Seller understands that the Stock Consideration is being offered and sold to it in reliance on specific exemptions from the registration requirements of United States federal and state securities laws and that PubCo is relying in part upon the truth and accuracy of, and Seller’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of Seller set forth herein in order to determine the availability of such exemptions and the eligibility of Seller to acquire the Stock Consideration.

Section 4.18. Access to Information. Seller acknowledges that it has been afforded (a) the opportunity to ask such questions as it has deemed necessary of, and to receive answers from, Representatives of PubCo and Buyer concerning the terms and conditions of the offering of the Stock Consideration and the merits and risks of investing in the Stock Consideration, (b) access to information about PubCo and Buyer and their respective financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment, and (c) the opportunity to obtain such additional information that PubCo or Buyer possess or can acquire without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.

Section 4.19. Independent Investment Decision. Seller is not relying on PubCo, Buyer or any of their respective Representatives with respect to the legal, tax, economic and related considerations of an investment in the Stock Consideration. Seller has relied on the advice of, or has consulted with, only its own Representatives. Seller understands that nothing in this Agreement or any other materials presented by or on behalf of PubCo or Buyer to Seller in connection with the purchase of the Stock Consideration constitutes legal, tax or investment advice.

Section 4.20. Brokers. No broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Contemplated Transactions or any other Transaction Document based upon arrangements made by or on behalf of Seller.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF BUYER AND PUBCO

Except as set forth in any SEC Documents filed or furnished by PubCo, Buyer and PubCo represent and warrant to Seller that the statements contained in this Article V are true and correct as of the Effective Date and as of the Closing Date (or, with respect to representations and warranties that speak as of a specific date or time, as of such date or time).

Section 5.01. Organization and Qualification. Each of Buyer and PubCo is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation.

Section 5.02. Authority. Each of Buyer and PubCo has all necessary power and authority to enter into this Agreement and the other Transaction Documents to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of Buyer and PubCo of this Agreement and any other Transaction Document to which Buyer or PubCo is a party, the performance by each of Buyer and PubCo of its obligations hereunder and thereunder and the consummation by each of Buyer and PubCo of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of Buyer and PubCo, as applicable. This Agreement has been duly executed and delivered by Buyer and PubCo, respectively, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer and PubCo, as applicable, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which Buyer or PubCo is or will be a party has been duly executed and delivered by each of Buyer and PubCo, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Buyer or PubCo, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Section 5.03. No Conflicts; Consents. The execution, delivery and performance by each of Buyer and PubCo of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) result in a violation or breach of any provision of the certificate of incorporation or by-laws (or other similar governing documents) of Buyer or PubCo, as applicable; (b) result in a violation or breach of any provision of any Law or Governmental Order applicable to Buyer or PubCo; or (c) require the Consent by any Person under, conflict with, result in a violation or breach of, constitute a default under or result in the acceleration of any agreement to which Buyer or PubCo is a party, except in the cases of clauses (b) and (c), where the violation, breach, conflict, default, acceleration or failure to give notice or obtain consent would not have a material adverse effect on Buyer’s or PubCo’s ability to consummate the transactions contemplated hereby. Except for filings with and approvals required by the SEC in connection with any registration statement filed pursuant to Section 7.08, no Consent, Permit, Governmental Order, declaration or filing with, or notice to, any Governmental Authority is required by or with respect to Buyer or PubCo in connection with the execution and delivery of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

Section 5.04. Legal Proceedings. There are no Actions pending or, to Buyer’s or PubCo’s knowledge, threatened in writing against or by Buyer or PubCo, which either individually or in the aggregate, is likely to have an adverse effect on Buyer’s or PubCo’s ability to consummate the Contemplated Transactions.

Section 5.05. Brokers. Neither Buyer nor PubCo is obligated for the payment of any fees, commissions or expenses of any broker, finder, investment banker or similar party in connection with the origination, negotiation or execution of this Agreement or any other Transaction Document.

ARTICLE VI.

ADDITIONAL REPRESENTATIONS AND WARRANTIES OF PUBCO

Except as set forth in any SEC Documents filed or furnished by PubCo, PubCo represents and warrants to Seller that the statements contained in this Article VI are true and correct as of the Effective Date and as of the Closing Date (or, with respect to representations and warranties that speak as of a specific date or time, as of such date or time).

Section 6.01. SEC Documents. Since January 1, 2026, PubCo has filed all SEC Documents. As of their respective dates, the SEC Documents filed since January 1, 2026 complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of such SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Section 6.02. Issuance of Stock Consideration. The Stock Consideration, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and non-assessable, and will be free of any Encumbrances (other than restrictions on transfer arising under applicable securities laws or restrictions arising from the provisions of Section 7.09).

ARTICLE VII.

ADDITIONAL COVENANTS OF THE PARTIES

Section 7.01. Publicity. Except for a press release approved by Buyer and Seller in writing, filings by PubCo with the SEC (including any SEC Documents), or as may be required by Law or Governmental Authorities, neither Seller, Buyer nor PubCo shall release, generate or permit any publicity concerning this Agreement or the Contemplated Transactions or otherwise announce or disclose to a third party any matter relating to this Agreement or the Contemplated Transactions without the prior express written consent of the other Parties, which consent shall not be unreasonably withheld, delayed or conditioned. If disclosure is required by applicable Law, the Party making the release or announcement shall, to the extent permitted by applicable Law, before making such release or announcement, provide a copy thereof to the other Parties prior to such issuance. No Party shall be required to provide notice to the other or otherwise comply with this Section 7.01 to the extent any proposed release or announcement is consistent with information that has previously been made public without breach of the obligations under this Section 7.01. Notwithstanding the foregoing, (a) the requirements of this Section 7.01 shall not apply to any disclosure by Seller, Buyer, or PubCo of any information concerning this Agreement or the Contemplated Transactions in connection with any dispute between the Parties regarding this Agreement, the Transaction Documents or the Contemplated Transactions; and (b) Seller and its Affiliates will only be allowed to disclose the terms of this Agreement and the Contemplated Transactions without the consent of Buyer to (i) authorized Representatives and employees of Seller or its Affiliates who have a reasonable need to know such information in connection with the Contemplated Transactions and (ii) its and its Affiliates’ (1) auditors and attorneys or (2) existing direct and indirect investors in connection with summary information about Seller’s or any of Seller’s Affiliates financial condition.

Section 7.02. Confidential Information. Seller shall not, and shall cause their directors, officers, employees and Affiliates not to, for a period of three (3) years from the Closing, directly or indirectly, disclose, reveal, divulge or communicate to any Person other than authorized officers, directors, managers and employees of Buyer or its Affiliates or use or otherwise exploit for its own benefit or for the benefit of anyone other than Buyer or its Affiliates, any Confidential Information. Seller and its directors, officers, employees or Affiliates shall not have any obligation to keep confidential any Confidential Information if and to the extent disclosure thereof is specifically required by Law; provided, that to the extent legally permitted, Seller shall (a) provide Buyer with prompt written notice of such requirement so that Buyer may seek a protective order or other appropriate remedy, (b) cooperate with Buyer, at Buyer’s expense, in any effort by Buyer to obtain such protective order or other remedy, and (c) disclose only that portion of the Confidential Information that is legally required to be disclosed. “Confidential Information” means any non-public information relating to the Assets, including any proprietary technology, operating procedures and methods of operation, trade secrets, and any other documents embodying confidential and proprietary information, in each case, to the extent relating to the Assets.

Section 7.03. Further Assurances. Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at any Party’s reasonable written request and without further consideration, the other Parties shall execute and deliver to such Party such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as such Party may reasonably request in order to consummate the transactions contemplated by this Agreement and the other Transaction Documents; provided, however, that no such act or document shall increase a Party’s liabilities or obligations, or decrease its rights or benefits, under this Agreement or any other Transaction Document.

Section 7.04. Access to Assets. From the Effective Date until the Closing, Seller shall, upon reasonable prior notice from Buyer, (a) give Buyer and its Representatives reasonable access during normal business hours to the Assets (including the properties where the Assets are located), and all books, records and documents relating thereto, (b) permit Buyer and its Representatives to make such inspections and copies thereof as Buyer may reasonably request, (c) cause Seller’s Representatives to cooperate with Buyer and its Representatives in their investigation of the Assets, and (d) permit Buyer and its Representatives to conduct environmental testing and sampling of the Assets (including any real property related to the Assets) as Buyer may deem advisable in its reasonable discretion; provided, however, that any such access, inspection or investigation, as applicable, shall be conducted in a manner that does not unreasonably interfere with the normal operations of Seller’s business.

Section 7.05. Conduct of Business; Preservation of Assets. From the Effective Date until the Closing, Seller shall (a) operate the business of Seller in the ordinary course of business consistent with past practices in all material respects, subject to the business of Seller to be conducted pursuant to the Purchase and Sale Agreement, (b) use commercially reasonable efforts to preserve and maintain the Assets in their current condition, (c) use commercially reasonable efforts to preserve intact the current business relationships of Seller relating to the Assets, and (d) not sell, transfer, convey, assign or otherwise dispose of any of the Assets, permit any of the Assets to become subject to any Encumbrance or otherwise agree or enter into any Contract or commitment to do the same.

Section 7.06. Governmental and Third-Party Approvals. From the Effective Date until the Closing, each Party shall use commercially reasonable efforts to obtain, or cause to be obtained, all Consents from Governmental Authorities and third parties that are required to be obtained by such Party in connection with the consummation of the Contemplated Transactions. Each Party shall cooperate with the other Parties and their Representatives in promptly seeking to obtain all such Consents. No Party shall willfully take any action that would have the effect of delaying, impairing or impeding the receipt of any required Consents.

Section 7.07. Tax Matters.

(a) Each of Seller and Buyer shall, and shall cause their Affiliates to, reasonably cooperate with respect to Taxes that either Party is liable for in respect of the Assets, and shall retain for a period of seven (7) years following the end of the calendar year in which the Closing occurs, and provide to the other Party and its Affiliates, all records and other information that are reasonably requested by the other Party in connection with any Tax Return, audit, Action, examination or proceeding in respect of such Taxes.

(b) In the case of any personal property Tax relating to the Assets, the Parties expressly agree and acknowledge as follows:

(i) Seller shall be responsible for, and shall pay or cause to be paid (or reimburse Buyer if Buyer has paid), all Taxes arising prior to or at the time of Delivery of the Assets to the Point of Delivery, including any Taxes arising in connection with the Assets prior to or at the time of Delivery to the Point of Delivery.

(ii) Buyer shall be responsible for, and shall pay or cause to be paid (or reimburse Seller if Seller has paid), all Taxes attributable to the Assets arising after Delivery.

(c) All transfer, sales, use and other similar Taxes incurred in connection with the Transaction Documents shall be borne by Seller. Seller shall, at its own expense, timely file any Tax Return with respect to such Taxes and timely pay such Taxes (and Buyer shall cooperate with respect thereto as reasonably necessary).

(d) Notwithstanding anything contained herein to the contrary, the Parties expressly agree and acknowledge as follows:

(i) Seller shall be solely liable for any and all Royalties resulting or arising from, or that are otherwise attributable to, the sale of the Assets.

(ii) Buyer shall be solely liable for any and all Royalties resulting or arising from, or that are otherwise attributable to, the sale of Rare Earth Elements by Buyer to any third party following Buyer’s acquisition and possession of the Assets.

(e) For income Tax purposes, the Parties shall (and shall cause their respective Affiliates to) treat any payment made under Article X as an adjustment to the consideration paid under Section 2.04 unless otherwise required by applicable Law.

Section 7.08. Registration Rights. After the Closing Date, PubCo shall use commercially reasonable efforts to prepare and file with the SEC a registration statement on Form S-3 or F-3 (or, if PubCo is not then eligible, on Form S-1 for Form F-1) or any successor form thereto covering the resale by Seller of the Stock Consideration in accordance with applicable SEC rules, regulations and interpretations so as to permit the resale of the Stock Consideration.

(b) PubCo shall use commercially reasonable efforts to have such registration statement declared effective by the SEC.

(c) Following the date of effectiveness of such registration statement, PubCo shall use commercially reasonable efforts to file with the SEC in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such registration statement.

Section 7.09. Lock-Up.

(a) Seller shall not Transfer (i) any shares of Stock Consideration or (ii) any capital stock issued or issuable with respect to such shares, including, without limitation, (1) as a result of any stock split, stock dividend or other distribution, recapitalization or similar event or otherwise, and (2) shares of capital stock of PubCo into which the shares of Stock Consideration are converted or exchanged and shares of capital stock of a successor entity into which the shares of Stock Consideration are converted or exchanged (the “Lock-Up Restriction”), except as set forth in Sections 7.09(b) – (g).

(b) Notwithstanding Section 7.09(a), the Lock-Up Restriction shall expire with respect to the Prospectus Filing Date Shares on the Prospectus Filing Date.

(c) If, prior to the Additional Share Request Deadline, (x) Seller has sold all of the Prospectus Filing Date Shares and (y) the aggregate gross proceeds from such sales is less than $3,000,000.00, then Seller may submit to Buyer and PubCo an Additional Share Request Certificate no later than 11:59PM Central Time on the Additional Share Request Deadline.

(i) If Buyer and PubCo return to Seller a countersigned version of such Additional Share Request Certificate by the end of the second Business Day after the Certificate Submission Date, then, notwithstanding Section 7.09(a), the Lock-Up Restriction shall expire with respect to the number of shares of Stock Consideration calculated in such certificate in accordance with clause (e) of the definition of “Additional Share Request Certificate” herein on the Trading Day immediately following the date on which Buyer and PubCo so return the Additional Share Request Certificate.

(ii) If such Additional Share Request Certificate is not reasonably satisfactory to Buyer or PubCo, then Buyer or PubCo shall inform Seller of the reasons for such determination by the end of the second Business Day after the Certificate Submission Date. Seller may then amend such Additional Share Request Certificate and submit such amended certificate to Buyer and PubCo, but by no later than 11:59PM Central Time on the Additional Share Request Deadline. Such amended certificate shall then be treated as an Additional Share Request Certificate for the purposes of this Section 7.09(c).

(iii) If, by the end of the second Business Day after the Certificate Submission Date, Buyer and PubCo have neither returned to Seller a countersigned version of the Additional Share Request Certificate pursuant to Section 7.09(c)(i) nor informed Seller pursuant to Section 7.09(c)(ii), then, notwithstanding Section 7.09(a), the Lock-Up Restriction shall expire with respect to the number of shares of Stock Consideration calculated in such certificate in accordance with clause (e) of the definition of “Additional Share Request Certificate” herein on the Trading Day immediately following the second Business Day after the Certificate Submission Date.

(d) If, prior to the Additional Share Request Deadline, (x) Seller has sold all of the Prospectus Filing Date Shares and the shares of Stock Consideration with respect to which the Lock-Up Restriction has theretofore expired pursuant to Section 7.09(c) and (y) the aggregate gross proceeds from such sales is less than $3,000,000.00, then Seller may submit to Buyer and PubCo an Additional Share Request Certificate no later than 11:59PM Central Time on the Additional Share Request Deadline.

(i) If Buyer and PubCo return to Seller a countersigned version of such Additional Share Request Certificate by the end of the second Business Day after the Certificate Submission Date, then, notwithstanding Section 7.09(a), the Lock-Up Restriction shall expire with respect to the number of shares of Stock Consideration calculated in such certificate in accordance with clause (e) of the definition of “Additional Share Request Certificate” herein on the Trading Day immediately following the date on which Buyer and PubCo so return the Additional Share Request Certificate.

(ii) If such Additional Share Request Certificate is not reasonably satisfactory to Buyer or PubCo, then Buyer or PubCo shall inform Seller of the reasons for such determination by the end of the second Business Day after the Certificate Submission Date. Seller may then amend such Additional Share Request Certificate and submit such amended certificate to Buyer and PubCo, but by no later than 11:59PM Central Time on the Additional Share Request Deadline. Such amended certificate shall then be treated as an Additional Share Request Certificate for the purposes of this Section 7.09(d).

(iii) If, by the end of the second Business Day after the Certificate Submission Date, Buyer and PubCo have neither returned to Seller a countersigned version of the Additional Share Request Certificate pursuant to Section 7.09(d)(i) nor informed Seller pursuant to Section 7.09(d)(ii), then, notwithstanding Section 7.09(a), the Lock-Up Restriction shall expire with respect to the number of shares of Stock Consideration calculated in such certificate in accordance with clause (e) of the definition of “Additional Share Request Certificate” herein on the Trading Day immediately following the second Business Day after the Certificate Submission Date.

(e) Notwithstanding Section 7.09(a), the Lock-Up Restriction shall expire with respect to:

(i) 3.00% of the Locked-Up Shares on the 90^th day after Listing;

(ii) 5.00% of the Locked-Up Shares on the first anniversary of Listing;

(iii) 7.00% of the Locked-Up Shares on the second anniversary of Listing; and

(iv) any remaining Locked-Up Shares on the third anniversary of Listing.

(f) Notwithstanding Section 7.09(a), for any calendar month beginning with the first full calendar month immediately following the Listing, if each of the Early Release Trigger Conditions is satisfied with respect to such month as of the end of the last Trading Day of such month, then the Lock-Up Restriction shall expire with respect to 5.00% of the Locked-Up Shares on the next following Trading Day.

(g) Notwithstanding Section 7.09(a), the Lock-Up Restriction shall expire with respect to any Locked-Up Shares upon the terms established in a resolution of the board of directors of PubCo.

(h) Subject to the amendment procedures set forth in Section 7.09(c)(ii) and Section 7.09(d)(ii), Seller may only submit one Additional Share Request Certificate pursuant to Section 7.09(c) and one Additional Share Request Certificate pursuant to Section 7.09(d).

(i) If on any date the number of Locked-Up Shares with respect to which the Lock-Up Restriction expires is a fraction of a share, then the number of such Locked-Up Shares shall be rounded up to the nearest whole share.

Section 7.10. Exchange Act Filings. From the Effective Date until the Closing, PubCo shall use commercially reasonable efforts to file in a timely manner all reports and other documents required of it as a reporting company under the Exchange Act.

Section 7.11. Transfer Agent Instructions. For any time while there is a registration statement in effect with respect to any shares issued as Stock Consideration, PubCo shall (if required by the transfer agent for PubCo Common Shares) cause legal counsel for PubCo to deliver to the transfer agent for PubCo Common Shares (with a copy to Seller) instructions to deliver unlegended certificates for shares issued as Stock Consideration if the delivery of such instructions is consistent with applicable Law.

ARTICLE VIII.

CONDITIONS TO CLOSING

Section 8.01. Conditions Precedent to Obligations of Buyer and PubCo. The obligation of Buyer and PubCo to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Buyer (on behalf of itself and PubCo) in whole or in part to the extent permitted by applicable Law):

(a) completion of the deSPAC Transaction;

(b) (i) the Fundamental Representations of Seller set forth in this Agreement must be true and correct in all respects as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date) and (ii) the representations and warranties of Seller set forth in this Agreement must be true and correct in all respects (without giving effect to any materiality or material adverse effect qualifications contained therein) as of the Closing Date as though made on and as of the Closing Date (except to the extent expressly made as of an earlier date, in which case as of such date), except, in the case of this clause (ii), where the failure of such representations and warranties to be so true and correct would not reasonably be expected to have a Material Adverse Effect;

(c) Seller must have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date;

(d) Seller shall have delivered, or caused to be delivered, to Buyer and PubCo all of the items set forth in Section 3.02(a);

(e) no Material Adverse Effect shall have occurred after the Effective Date;

(f) Seller shall have obtained and delivered to Buyer and PubCo all Consents and made all filings, applications and notices set forth on Schedule 8.01(f), in each case, in form reasonably acceptable to Buyer and PubCo; and

(g) there shall not be in effect any Governmental Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the Contemplated Transactions.

If the Closing occurs, all Closing conditions set forth in this Section 8.01 that have not been fully satisfied as of the Closing shall be deemed to have been waived by Buyer (on behalf of itself and PubCo). Buyer and PubCo may not rely on the failure of any condition set forth in this Section 8.01 if such failure was caused by Buyer or PubCo’s failure to comply with any provision of this Agreement.

Section 8.02. Conditions Precedent to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement are subject to the fulfillment, prior to or on the Closing Date, of each of the following conditions (any or all of which may be waived by Seller in whole or in part to the extent permitted by applicable Law):

(a) completion of the deSPAC Transaction;

(b) Buyer or PubCo, as applicable, must have performed in all material respects all obligations required to be performed by it under this Agreement on or prior to the Closing Date;

(c) Buyer shall have delivered, or caused to be delivered, to Seller all of the items set forth in Section 3.02(b);

(d) PubCo shall have delivered, or caused to be delivered, to Seller all of the items set forth in Section 3.02(c); and

(e) there shall not be in effect any Governmental Order by a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby.

If the Closing occurs, all Closing conditions set forth in this Section 8.02 that have not been fully satisfied as of the Closing shall be deemed to have been waived by Seller. Seller may not rely on the failure of any condition set forth in this Section 8.02 if such failure was caused by Seller’s failure to comply with any provision of this Agreement.

ARTICLE IX.

TERMINATION

Section 9.01. Termination of Agreement. This Agreement may be terminated prior to the Closing as follows:

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

(b) by Buyer or Seller if the Closing has not occurred on or before August 15, 2026; provided, however, that (i) the right to terminate this Agreement under this Section 9.01(b) shall not be available to any Party whose breach of any representation, warranty, covenant or agreement under this Agreement has been the principal cause of, or resulted in, the failure of the Closing to occur on or before such date, (ii) such date shall be automatically extended during the pendency of any Action seeking to enjoin or otherwise prevent the consummation of the Contemplated Transactions, and (iii) Buyer shall have the right, in its sole discretion, to extend such date for up to six (6) additional months by sending written notice of such extension to Seller at any time prior to 11:59 PM Central Time on August 15, 2026;

(c) by Seller or Buyer if there shall be in effect a final nonappealable Governmental Order of a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; it being agreed that the Parties shall promptly appeal any adverse determination (and pursue such appeal with reasonable diligence);

(d) by Buyer if there has been a Material Adverse Effect since the Effective Date;

(e) by Buyer if there has been a violation or breach by Seller of any representation, warranty, covenant or agreement contained in this Agreement which if not cured would cause a condition precedent to the obligations of Buyer and PubCo at the Closing set forth in Section 8.01 not to be satisfied, and such violation or breach has not been waived by Buyer (on behalf of itself and PubCo) or cured by Seller within thirty (30) Business Days after receipt by Seller of written notice thereof from Buyer and PubCo;

(f) by Seller, if there has been a violation or breach by Buyer or PubCo of any covenant, representation or warranty contained in this Agreement which if not cured, would cause a condition to the obligations of Seller at the Closing set forth in Section 8.02 not to be satisfied, and such violation or breach has not been waived by Seller or cured in all material respects by Buyer or PubCo within thirty (30) Business Days after receipt by Buyer and PubCo of written notice thereof from Seller; or

(g) by Buyer if (i) all of the conditions to Closing set forth in Section 8.01 have been satisfied (other than any condition the failure of which to be satisfied is attributable to a breach by Buyer or PubCo of its representations, warranties, covenants or agreements contained herein and other than those conditions that, by their terms, cannot be satisfied until Closing but which are fully capable of being satisfied at Closing), (ii) Buyer has confirmed in a written notice to Seller that it is ready, willing and able to perform its obligations to effect the Closing, and (iii) Seller fails to fulfill its obligation to effect the Closing within two (2) Business Days of the written notice of Buyer pursuant to the immediately preceding clause (ii).

Section 9.02. Procedure Upon Termination. In the event of termination by Buyer or Seller pursuant to Section 9.01 hereof, the terminating Party or Parties, as applicable, shall deliver notice thereof to the other Party, if applicable, in accordance with Section 11.02, and this Agreement shall terminate and become void and of no effect and no Party to this Agreement shall have any further liability or obligation hereunder to any other Parties (including for costs and expenses incurred by other Parties in connection with the transactions contemplated by this Agreement), except that the obligations of the Parties set forth in Section 7.01, Section 7.02, this Section 9.02, Article X and Article XI hereof shall survive any such termination and shall be enforceable hereunder; provided, however, that such termination will not relieve any Party from any liability arising from or relating to (x) any breach of this Agreement occurring prior to such termination, (y) the sections specified in this Section 9.02 that survive such termination, or (z) Fraud or willful or intentional breach by such Party of its representations, warranties, covenants or agreements.

Section 9.03. Specific Performance. The Parties agree that irreparable damage would occur, for which no adequate remedy at Law would exist and for which monetary damages would be inadequate, in the event that any of the provisions of this Agreement were not performed by the Parties in accordance with their specific terms or were otherwise breached by the Parties. It is accordingly agreed that, unless and until (subject to the provisions of this Agreement which expressly survive termination hereof) Buyer or Seller has terminated this Agreement in accordance with Section 9.01, each of Buyer (on behalf of itself and PubCo) and Seller shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement (including the obligation to consummate the transactions contemplated by this Agreement). Each of the Parties hereby irrevocably waives any requirement for the security or posting of any bond in connection with such relief. The Parties acknowledge and agree that if Buyer or Seller validly terminates this Agreement pursuant to Section 9.01, then such Person shall not thereafter have the right to specific performance pursuant to this Section 9.03 (other than to enforce the performance of such other applicable Parties’ obligations under this Agreement that expressly continue following termination of this Agreement).

ARTICLE X.

INDEMNIFICATION

Section 10.01. Indemnification by Seller. Subject to the terms and conditions set forth in this Article X, following the Closing, Seller shall indemnify, defend and hold harmless Buyer, PubCo and their respective Affiliates and their respective officers, directors, members, agents, Representatives, successors, assigns and employees (collectively, the “Buyer Indemnified Persons”) from and against, and shall reimburse the Buyer Indemnified Persons for, all Losses actually sustained, incurred or suffered by any Buyer Indemnified Person to the extent resulting from, arising out of, or relating to:

(a) any breach or inaccuracy of the representations and warranties of Seller contained in this Agreement;

(b) any breach or failure by Seller to perform any of its covenants or obligations contained in this Agreement;

(c) any Excluded Liabilities; and

(d) any Third Party Claim based upon, resulting from or arising out of the business, operations, properties, assets or obligations of Seller or any of its Affiliates conducted, existing or arising on or prior to the Closing Date.

Section 10.02. Indemnification by Buyer. Subject to the terms and conditions set forth in this Article X, following the Closing, Buyer shall indemnify, defend and hold harmless Seller and its Affiliates and its and their respective officers, directors, members, agents, Representatives, successors, assigns and employees (collectively, the “Seller Indemnified Persons”) from and against, and shall reimburse the Seller Indemnified Persons for, all Losses actually sustained, incurred or suffered by any Seller Indemnified Person to the extent resulting from, arising out of, or relating to:

(a) any breach or inaccuracy of the representations and warranties of Buyer contained in this Agreement;

(b) any breach or failure by Buyer to perform any of its covenants or obligations contained in this Agreement; and

(c) any Assumed Liabilities.

Section 10.03. Indemnification by PubCo. Subject to the terms and conditions set forth in this Article X, following the Closing, PubCo shall indemnify, defend and hold harmless the Seller Indemnified Persons from and against, and shall reimburse the Seller Indemnified Persons for, all Losses actually sustained, incurred or suffered by any Seller Indemnified Person to the extent resulting from, arising out of, or relating to:

(a) any breach or inaccuracy of the representations and warranties of PubCo contained in this Agreement; and

(b) any breach or failure by PubCo to perform any of its covenants or obligations contained in this Agreement.

Section 10.04. Direct Claims. In the event an Indemnified Party desires to make a claim for indemnification pursuant to Section 10.01, Section 10.02 or Section 10.03 against the applicable Indemnitor, the applicable Indemnified Party shall give reasonably prompt written notice of the claim to the Indemnitor (and in any event within fifteen (15) calendar days of determining that any matter has or could reasonably be expected to give rise to a right of indemnification under this Agreement), describing in reasonable detail the nature of the claim and the specific basis on which the Indemnitor has liability for the claim under this Agreement, including reasonably detailed supporting documentation, and referring to this Section 10.04 and the terms hereof. Failure to give such notice shall not affect the indemnification provided hereunder except to the extent that such failure shall have actually and materially prejudiced the Indemnitor as a result thereof.

Section 10.05. Matters Involving Third Parties.

(a) If any legal proceeding is instituted or any claim or demand is made by a third party (a “Third Party Claim”) against an Indemnified Party that would be a matter for which such Indemnified Party is entitled to indemnification under this Article X and a claim for indemnification under this Article X (an “Indemnification Claim”) is to be made against the party from which indemnification is sought, such Indemnified Party shall give prompt written notice to such Indemnitor (but in no event more than fifteen (15) calendar days following the determination that any matter has or could reasonably be expected to give rise to a right of indemnification under this Agreement) requesting such indemnification and specifying in reasonable detail the basis on which indemnification is sought. Such notice shall contain or be accompanied by such other material information as such Indemnified Party shall have concerning the Third Party Claim. The failure to notify the Indemnitor shall not relieve the Indemnitor of any duty to indemnify which otherwise might exist with regard to such claim unless (and only to the extent that) such failure to notify actually and materially prejudices or damages the Indemnitor as a result thereof.

(b) If a Third Party Claim is made or commenced and an Indemnification Claim is made with respect thereto, the Indemnitor shall have the right, upon giving written notice to the Indemnified Party, to participate in the defense of such claim (to the extent permissible under Law) or to assume the defense of such Third Party Claim through an attorney selected by the Indemnitor; provided, that, if the Indemnitor elects to assume the defense of a Third Party Claim, the Indemnitor will not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by such Indemnified Party in connection with such defense (other than reasonable out-of-pocket costs of investigation). Election of the Indemnitor to defend a Third Party Claim shall not be construed to be an admission as to liability for indemnification hereunder; provided, however, that the Indemnitor shall not have the right to assume or continue the defense of such Third Party Claim if such Third Party Claim the Indemnified Party has been advised by counsel that (i) a reasonable likelihood exists of a conflict of interest between the Indemnitor and the Indemnified Party or (ii) there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnitor; provided, further, that with respect to a Third Party Claim involving the foregoing, the Indemnitor shall have the right to participate in the defense of the Third Party Claim at its sole cost and expense.

(c) If the Indemnitor elects to assume the defense of a Third Party Claim, (i) the Indemnified Party will cooperate and make available to the Indemnitor (and its Representatives) all employees and furnish (at the expense of such Indemnitor) such information, books and records in its possession or under its control as may be reasonably necessary or useful in connection with such defense, (ii) the Indemnified Party shall not file any papers or consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim without the prior written consent of the Indemnitor and (iii) the Indemnitor shall have the right to consent to the entry of any judgment or enter into any settlement with respect to such Third Party Claim without the prior written consent of the Indemnified Party if the judgment or settlement (x) involves only money damages and does not seek an injunction or other equitable relief (other than customary confidentiality obligations), and (y) contains an unconditional release of the Indemnified Party with respect to such Third Party Claim. If such conditions are not satisfied and such unconditional release not obtained, then the Indemnitor shall not compromise or settle such claim without the prior written consent of the Indemnified Party. If the Indemnitor conducts the defense of a claim, the Indemnified Party may retain separate co-counsel at its own cost and expense and participate in such defense, which, for the avoidance of doubt, shall not constitute Losses for purposes of this Article X.

(d) If the Indemnitor does not elect to assume the defense of a Third Party Claim, then (i) the Indemnified Party shall have the right to conduct such defense at the cost and expense of the Indemnitor, (ii) the Indemnified Party may consent to the entry of any judgment upon, or compromise and settle in good faith any such Third Party Claim, and (iii) if it is ultimately determined that the claim of Loss which shall form the basis of such judgment or settlement is one that is validly an obligation of the Indemnitor that elected not to assume the defense, then such Indemnitor shall be bound by any ultimate judgment or settlement as to the existence and the amount of the claim and the amount of said judgment or settlement (including the costs and expenses of defending such claims) shall be conclusively deemed for all purposes of this Agreement to be a liability on account of which the Indemnified Party is entitled to be indemnified hereunder, subject to any limits on the right to be so indemnified hereunder. Upon the determination of liability under and subject to Section 10.01, Section 10.02 or Section 10.03 hereof, the appropriate party shall within thirty (30) days of such determination, pay the amount of such claim.

Section 10.06. Certain Limitations.

(a) Notwithstanding anything in this Agreement to the contrary, the liability of the Indemnitor to indemnify the Indemnified Party against any Losses shall be limited to Indemnification Claims with respect to which the Indemnified Party has given to the Indemnitor written notice thereof at or prior to the applicable survival date, if any, in accordance with Section 10.08. Except in the case of Taxes, Fraud, bad faith or willful misconduct or the breach or inaccuracy of any Fundamental Representation, the Indemnitors shall not be liable for any Losses pursuant to this Article X, until the aggregate amount of all such Losses exceeds $250,000.00 (the “Deductible”), in which case the Indemnitor shall be liable for all Losses from the first dollar.

(b) Notwithstanding anything to the contrary contained in this Agreement, the rights of Buyer or PubCo to indemnification or any other remedy under this Agreement shall not be impacted or limited by any knowledge that Buyer or PubCo acquired, or could have acquired, whether before or after the Effective Date or the Closing Date, nor by any investigation or due diligence inquiry conducted by Buyer or PubCo. Seller hereby acknowledges that, regardless of any investigation or due diligence inquiry conducted by or on behalf of Buyer or PubCo, and regardless of the results of any such investigation or inquiry, each of Buyer and PubCo has entered into this Agreement and the Transaction Documents in express reliance upon the representations and warranties of Seller made in this Agreement.

(c) Neither Party shall be entitled to recover any indemnification payment or other amounts due from the other Parties hereunder by retaining and setting off the amounts (whether or not such amounts are liquidated or reduced to judgment) against any amounts due or to become due from such Party or under any document delivered pursuant hereto or in connection herewith.

Section 10.07. Exclusive Remedy. Notwithstanding any other provision of this Agreement, following the Closing, except in the case of Fraud, bad faith or willful misconduct, the remedies provided for in this Article X and Article IX shall constitute the Parties’ sole and exclusive remedy for any claims made in connection with this Agreement.

Section 10.08. Survival of Representations, Warranties and Covenants. Except for the representations and warranties in Section 4.10 and the Fundamental Representations, the representations and warranties of the Parties in this Agreement shall survive the Closing for a period of eighteen (18) months. The representations and warranties in Section 4.10 shall survive the applicable statute of limitations plus sixty (60) days. The Fundamental Representations shall survive the Closing indefinitely. The covenants and agreements of the Parties in this Agreement to be performed at or after Closing shall survive until fully performed. The remainder of this Agreement shall survive the Closing without time limit except as may otherwise be expressly provided herein. Except as to any Fraud, bad faith or willful misconduct, the representations, warranties, covenants, and agreements shall be of no further force and effect after the date of their expiration; provided, that there shall be no termination of any bona fide claim asserted pursuant to this Agreement with respect to such a representation, warranty, covenant, or agreement prior to its expiration date.

Section 10.09. ACKNOWLEDGMENT; TEXAS ANTI-INDEMNITY ACTS.

(a) THE WAIVER PROVISIONS PROVIDED FOR IN THIS Article X HAVE BEEN EXPRESSLY NEGOTIATED IN EVERY DETAIL, ARE INTENDED TO BE GIVEN FULL AND LITERAL EFFECT, AND SHALL BE APPLICABLE WHETHER OR NOT THE DAMAGES IN QUESTION ARISE OR AROSE SOLELY OR IN PART FROM THE ACTIVE, PASSIVE, OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, OR OTHER FAULT OF ANY INDEMNIFIED PARTY. BUYER, PUBCO, AND SELLER ACKNOWLEDGE THAT THIS STATEMENT COMPLIES WITH THE EXPRESS NEGLIGENCE RULE AND CONSTITUTES CONSPICUOUS NOTICE. THIS CONSPICUOUS NOTICE IS NOT INTENDED TO PROVIDE OR ALTER THE RIGHTS AND OBLIGATIONS OF THE PARTIES.

(b) To the extent, and only to the extent, that Chapter 127 of the Texas Civil Practice and Remedies Code and/or Chapter 151 of the Texas Insurance Code (as amended from time to time and any successor statutes or laws thereto and any corollaries in any other applicable jurisdictions, the “Texas Anti-Indemnity Acts”) is determined to apply to this Agreement by a court of competent jurisdiction and would render void, unenforceable or voidable any obligations hereunder, including any set forth in this Article X, then, and only then, the provisions of this Article X shall be automatically reformed and amended to provide for the maximum indemnity otherwise allowable and enforceable under the Texas Anti-Indemnity Acts or other applicable Law.

ARTICLE XI.

MISCELLANEOUS

Section 11.01. Expenses. Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the other Transaction Documents shall be paid by the Party incurring such costs and expenses.

Section 11.02. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 11.02):

Section 11.03. Headings. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

Section 11.04. Waiver. Any of the terms or conditions of this Agreement which may be lawfully waived may be waived in writing at any time by each Party which is entitled to the benefits thereof. Any waiver of any of the provisions of this Agreement by any Party shall be binding only if set forth in an instrument in writing signed on behalf of such Party. Neither the waiver by a Party of a breach of or a default under any one or more of the provisions of this Agreement, nor the failure of a Party, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall thereafter be construed as a waiver of any subsequent breach or default of a similar nature, or as a waiver of any such provisions, rights or privileges hereunder.

Section 11.05. Severability. If any provision of this Agreement shall be held void, invalid, illegal or unenforceable, such provision shall be modified or eliminated to the minimum extent necessary to achieve, to the extent possible, the purpose of such provision, and this Agreement shall otherwise remain in full force and effect and enforceable.

Section 11.06. Entire Agreement. This Agreement (including the Schedules hereto) and the other Transaction Documents constitute the entire agreement between the Parties relating to the subject matter hereof, and supersede all prior negotiations, representations, understandings and agreements, both written and oral, between the Parties with respect to the subject matter of this Agreement. In the event of any conflict between this Agreement and any agreement entered into in connection herewith, the provisions of this Agreement will control. Each Party has been represented by its own counsel in connection with the negotiation and preparation of this Agreement (including the Schedules hereto). This Agreement is the result of negotiations between or among the Parties and will not be deemed or construed as having been drafted by any one Party, and, consequently, each Party hereby waives the application of any rule of construction to the effect that any provision of this Agreement will be interpreted or construed against the party whose counsel drafted that provision

Section 11.07. Assignment; Amendment. This Agreement shall be binding upon and shall inure to the benefit of the Parties and their respective successors and permitted assigns. Neither Party may assign its rights or obligations hereunder without the prior written consent of the other Parties, which consent shall not be unreasonably withheld, conditioned or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

Section 11.08. No Third-Party Beneficiaries. Except as otherwise provided herein, this Agreement shall be for the sole and exclusive benefit of the Parties, and nothing expressed or implied in this Agreement is intended, nor shall be construed, to confer upon or give any Person other than the Parties any rights under or by reason of this Agreement. No Person not a Party, nor such Person’s successors and permitted assigns (including employees or creditors of Seller), shall be entitled to enforce any provisions hereof or exercise any right hereunder.

Section 11.09. Amendment and Modification; Waiver. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each Party. No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Section 11.10. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement, and any and all proceedings commenced in connection with or relating to this Agreement, shall be governed by, and construed and enforced in accordance with, the Laws of the State of Texas without regard to the conflict of law principles thereof (or any other jurisdiction) to the extent that such principles would direct a matter to another jurisdiction.

(b) Each Party agrees to submit to the exclusive jurisdiction of the Texas Business Courts (or, in the event that such court does not have subject matter jurisdiction over an Action, the state or federal courts located in the State of Texas) for the purpose of any Action against a Party with respect to the subject matter of, or related to, this Agreement. Each Party irrevocably waives any objection which it may now or hereafter have to the venue of any Action arising out of or relating to this Agreement brought as provided in this subsection, and further irrevocably waives any claim that any such Action brought in any such court has been brought in an inconvenient forum. To the extent a Party has or may later acquire any immunity from jurisdiction of any court or from legal process with respect to itself or its property, such Party hereby irrevocably waives such immunity under this subsection.

(c) Each Party agrees that service of process shall be made in accordance with the notice provisions set forth in Section 11.02.

(d) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE CONTEMPLATED TRANSACTIONS.

Section 11.11. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts. Facsimile signatures or signatures received as a pdf attachment to electronic mail shall be treated as original signatures for all purposes of this Agreement. This Agreement shall become effective when, and only when, each Party shall have received a counterpart signed by all of the other Parties.

Section 11.12. Non-recourse. Notwithstanding anything that may be expressed or implied in this Agreement, any other Transaction Document or any document, certificate or instrument delivered in connection herewith or therewith or otherwise, each Party hereby acknowledges and agrees, on behalf of itself and its respective Affiliates, that all actions, suits, claims, investigations or proceedings that may be based upon, in respect of, arise under, out of, by reason of, be connected with, or relate in any manner to (a) this Agreement or any other Transaction Document or the transactions contemplated hereunder or thereunder, (b) the negotiation, execution or performance of this Agreement or any other Transaction Document (including any representation or warranty made in, in connection with, or as an inducement to, any of the foregoing documents) and (c) any breach or violation of this Agreement or any other Transaction Document may be made only against the Parties to this Agreement and not against any of their respective affiliates, officers, directors, employees, agents, or Representatives, and no such Person shall have any liability for any obligations of the Parties under this Agreement.

Section 11.13. Release. Effective as of the Closing, Seller on behalf of itself and on behalf of Seller’s successors, assigns, agents and other representatives, and any other Person claiming by, through, or under any of the foregoing (collectively, the “Releasing Parties”), hereby unconditionally and irrevocably waives, releases and forever discharges the Buyer, PubCo and each of their respective past, present and future Affiliates, directors, officers, members, managers, partners, agents, equity holders, employees and other representatives (collectively, the “Released Parties”) from any and all claims, suits, demands, causes of action, contracts, covenants, judgments, obligations, debts, costs, expenses, attorneys’ fees and other Liabilities of any kind or nature whatsoever, whether now known or unknown, absolute or contingent, liquidated or unliquidated, suspected or unsuspected, and whether or not concealed or hidden (collectively, “Claims”), which the Releasing Parties (or any one of them) now have, have ever had, or, but for this Agreement, hereafter would or could have against the Released Parties (or any one of them) by reason of any matter, cause, act, omission or thing whatsoever existing or occurring prior to the Closing and relating to or arising out of the Excluded Liabilities and any other Liabilities arising out of or relating to the ownership, operation, maintenance or use of the Assets prior to the Closing. Each Seller, for itself and all other Releasing Parties, hereby irrevocably covenants to refrain from, directly or indirectly, asserting any Claims, or commencing, distributing, or causing to be commenced, any action of any kind against any Released Parties, based on any of the foregoing. Notwithstanding the foregoing, nothing in this Section 11.13 shall be deemed to waive, restrict, prevent or preclude any Party from exercising any of such Party’s rights (i) under this Agreement or any other Transaction Document to which such Party is a party or (ii) that cannot be lawfully released.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.

[Signature Page to Asset Purchase Agreement]

[Signature Page to Asset Purchase Agreement]

[Signature Page to Asset Purchase Agreement]