Exhibit 2.1

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) THE TYPE OF INFORMATION THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. OMITTED INFORMATION HAS BEEN REPLACED WITH “[***]”

Execution Version

EQUITY PURCHASE AGREEMENT

by and among

NOMADAR CORP.,

FOX SOCCER HOLDING COMPANY LLC,

FOX SOCCER ACADEMY LLC,

FOX SPORTS ACADEMY OF THE CAROLINAS LLC,

FOX SOCCER ACADEMY LTD,

FOX SOCCER ACADEMY AUSTRIA,

RALUCA GOLD-FUCHS,

CHRISTIAN FUCHS,

CHAD METZLER,

ANTHONY JAMES COZZONE JR.,

MARTIN CONWAY,

EUGUENE LUTHER RAY

and

RALUCA GOLD-FUCHS, AS SELLERS’ AGENT

[●], 2026

TABLE OF CONTENTS

EXHIBITS AND SCHEDULES

EQUITY PURCHASE AGREEMENT

This EQUITY PURCHASE AGREEMENT (this “Agreement”), dated as of [●], 2026, is being entered into by and among NOMADAR CORP., a Delaware corporation (“Nomadar”), Fox SOCCER Holding Company LLC, a Delaware limited liability company and a wholly owned subsidiary of Nomadar Corp., a Delaware corporation, (the “Purchaser”), FOX SOCCER ACADEMY LLC, a New York limited liability company (“Fox NY”), FOX SPORTS ACADEMY OF THE CAROLINAS LLC, a North Carolina limited liability company (“Fox NC”), FOX SOCCER ACADEMY LTD, a private company limited by shares organized under the laws of the United Kingdom (“Fox UK”), FOX SOCCER ACADEMY AUSTRIA, an Austrian verein (“Fox Austria,” and together with Fox NY, Fox NC and Fox UK, the “Companies,” and each, a “Company”), RALUCA GOLD-FUCHS, an individual domiciled in the United Kingdom (“Gold-Fuchs”), CHRISTIAN FUCHS, an individual domiciled in the United Kingdom (“Fuchs”), CHAD METZLER, an individual domiciled in North Carolina (“Metzler”), ANTHONY JAMES COZZONE JR., an individual domiciled in North Carolina (“Cozzone”), MARTIN CONWAY, an individual domiciled in North Carolina (“Conway”), EUGENE LUTHER RAY, an individual domiciled in North Carolina (“Ray,” and, together with Gold-Fuchs, Fuchs, Metzler, Cozzone and Conway, the “Sellers,” and each, a “Seller”), and RALUCA GOLD-FUCHS, an individual domiciled in the United Kingdom, solely in her capacity as agent of the Sellers (the “Sellers’ Agent”).

RECITALS

WHEREAS, the Sellers operate four (4) soccer academies that provide training, league and tournament play and camps and clinics for children and teens at the applicable Company Locations (the operation of such academies, the “Business”);

WHEREAS, the Sellers own, beneficially and of record, all of the outstanding membership interests or shares, as applicable, of each Company, including those described on Schedule 3.6(a) (the “Interests”), which Interests represent one hundred percent (100%) of the issued and outstanding Equity Interests of each such Company;

WHEREAS, the Sellers desire to sell, transfer and convey to the Purchaser, and the Purchaser desires to purchase from the Sellers, the Interests, other than the Contributed Interests (as defined below) (the “Purchased Interests”), pursuant to the terms and conditions set forth in this Agreement;

WHEREAS, immediately following the acquisition of the Purchased Interests, the Sellers desire to contribute to the Purchaser (the “Seller Contribution”), such number of the Interests, that, together as of the Closing, represent a value equal to 49% of the Interests (the “Contributed Interests”) in exchange for newly issued equity interests of the Purchaser (the “Purchaser Interests”) in lieu of receiving cash consideration or shares of Nomadar on the Closing Date in respect of such Contributed Interests;

WHEREAS, the Seller Contribution is intended to be part of a transaction described in Section 721 of the Code;

WHEREAS, following the acquisition of the Contributed Interests, the Companies will become wholly-owned subsidiaries of the Purchaser; and

WHEREAS, concurrently with the execution and delivery of this Agreement, as a material inducement to Purchaser to enter into this Agreement, Gold-Fuchs has executed and delivered to Purchaser Employment Agreements in substantially the forms attached hereto as Exhibit A (the “Gold-Fuchs Employment Agreements”), and Metzler has executed and delivered to Purchaser an Employment Agreement in substantially the form attached hereto as Exhibit B (the “Metzler Employment Agreement”).

NOW, THEREFORE, in consideration of the mutual covenants and premises hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

Article I
DEFINITIONS AND USAGE

For purposes of this Agreement, the following terms and variations thereof have the meanings specified or referred to in this Section 1.1:

“Abuse” has the meaning under applicable Law and includes, without limitation, physical, emotional or sexual abuse or misconduct, corporal punishment in violation of policy or Law, improper restraint or seclusion, improper supervision or failure to protect a child in care.

“Accounting Arbitrator” has the meaning set forth in Section 13.2.

“Accounting Principles” means GAAP, as historically applied by the Companies.

“Accusation” means any written (or oral, if reduced to writing) complaint, report, claim, notice, allegation, licensing intake, referral, mandatory report or other assertion made to, by or through any Person that a Company Representative engaged in Abuse or a violation of Law in connection with the performance of such Company Representative’s duties for, or while engaged by or acting on behalf of, any Company, whether or not such Accusation was determined to be substantiated or unsubstantiated, founded or unfounded, and whether or not any resulting record is publicly available.

“Acknowledgement and Release Letters” has the meaning set forth in Section 8.9.

“Acquisition” has the meaning set forth in Section 2.1.

“Acquisition Proposal” has the meaning set forth in Section 8.3(a).

“Affiliate” means, with respect to any Person, any other Person who, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, either to (a) vote twenty percent (20%) or more of the securities having ordinary voting power for the election of directors of such Person, or (b) direct or cause the direction of the management and policies of such Person, whether by Contract or otherwise.

“Affiliated Group” means any affiliated group within the meaning of § 1504 of the Code.

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

“Allocation Schedule” has the meaning set forth in Section 2.12(a).

“Ancillary Agreements” means all agreements, instruments and documents executed and delivered under this Agreement or in connection herewith.

“Arbitrator” has the meaning set forth in Section 12.5(c)(ii).

“Audited Financial Statements” has the meaning set forth in Section 8.11(a).

“Base Closing Payment Amount” means an amount equal to $2,000,000.

“Base Period” means, collectively, the 2025-2026 soccer season of the Companies, the 2026-2027 soccer season of the Companies, the 2027-2028 soccer season of the Companies and the 2028-2029 soccer season of the Companies.

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

“Business Day” means any day other than a Saturday, a Sunday or any other day on which banking institutions in New York, New York are authorized or obligated to be closed either under applicable Law or action of any Governmental Authority.

“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act (as the same may be amended or modified).

“Cash” means, with respect to any Person(s), the aggregate of all cash, cash equivalents, bank deposits, investment accounts, certificates of deposit, marketable securities, short-term deposits and other similar cash items that would be reflected as cash and cash equivalents on a consolidated balance sheet of such Person(s) in accordance with GAAP. For the purpose of clarity, any security deposits, related to Real Property Leases, utilities or otherwise, shall not be considered Cash.

“Cash Deficiency” means the amount (if any) by which the Closing Cash Amount is less than the Target Cash Amount.

“Cash Overage” means the amount (if any) by which the Closing Cash Amount is greater than the Target Cash Amount.

“Claim” means all claims, actions, suits, damages, demands and Liabilities whatsoever in law or equity, whether known or unknown, liquidated or unliquidated, fixed, contingent, direct or indirect.

“Claim Notice” has the meaning set forth in Section 12.5(a).

“Claimed Amount” has the meaning set forth in Section 12.5(a).

“Closing” has the meaning set forth in Section 2.10.

“Closing Cash Amount” means the aggregate amount of Cash of the Companies as of the Closing Time, as finally determined pursuant to Section 2.9 and evidenced by bank account statements. For the avoidance of any doubt, the Closing Cash Amount does not include any Cash paid, or caused to be paid, by the Purchaser to, or for the benefit of, the Companies on the Closing Date.

“Closing Date” has the meaning set forth in Section 2.10.

“Closing Net Debt Amount” means the aggregate amount of Net Debt of the Companies as of the Closing Time.

“Closing Payment” has the meaning set forth in Section 2.2(c).

“Closing Purchase Price” has the meaning set forth in Section 2.2(b).

“Closing Statement” has the meaning set forth in Section 2.9(a).

“Closing Statement Objection” has the meaning set forth in Section 2.9(b).

“Closing Statement Review Period” has the meaning set forth in Section 2.9(b).

“Closing Time” means 12:01 A.M., New York time, on the Closing Date.

“Code” means the Internal Revenue Code of 1986, as amended. All citations to the Code shall include all amendments thereto and any substitute and successor provisions.

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

“Companies’ Intellectual Property” means, collectively, the Owned Companies’ Intellectual Property and the Licensed Companies’ Intellectual Property.

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

“Company Location” means, for each Company, the soccer academy described in respect of such Company on Schedule A attached hereto.

“Company Representative” means any current or former employee, officer, director, manager, member, shareholder, contractor, volunteer, agent or other representative of any Company.

“Company Transaction Expenses” means the aggregate of all fees, costs and expenses incurred by the Companies in connection with, or as a result of, the transactions contemplated by this Agreement, including any retention, sale, stay, special bonus or other change of control payment (including any Taxes payable by any Company with respect to the foregoing), fees and disbursements of counsel, financial advisors, consultants and accountants, fees and expenses payable to or on behalf of the Sellers’ Agent, any filing fees and expenses incurred by any Company in connection with any filing by any Company with a Governmental Authority, and any Transfer Taxes.

“Confidential Business Information” means (a) any and all trade secrets concerning the Business, (b) all Know-How which is not readily available to others engaged in a business similar to the Business or to the general public, (c) any and all confidential or proprietary information concerning the Business (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, curriculum, educational programming and related materials, policies and procedures manuals, the names and backgrounds of key personnel, personnel training and techniques and materials, however documented, which is not readily available to others engaged in a business similar to the Business or to the general public), and (d) any and all notes, analysis, compilations, studies, summaries and other material prepared by or for the Business containing or based, in whole or in part, on any information included in the foregoing. Notwithstanding the foregoing or anything to the contrary herein, “Confidential Business Information” shall not include information that becomes generally available to and known by the public, other than as a result of the violation of Section 11.1(d) hereunder by any Seller, any Seller’s Affiliates or the Representatives of any Seller or any Seller’s Affiliates.

“Confidentiality Agreement” means the Confidentiality and Non-Disclosure Agreement, dated as of November 11, 2025, by and between Nomadar, on the one hand, and Fox Soccer Academy and Hudson Sports Complex, on the other hand.

“Contract” means any contract, instrument, commitment, agreement, indenture, note, bond, loan, lease, conditional sale, purchase or sales order, mortgage, license or other arrangement or agreement, and any amendments or supplements thereto.

“Contributed Interests” has the meaning set forth in the Recitals.

“Controlling Party” has the meaning set forth in Section 12.5(d)(ii).

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

“Copyrights” means all works of authorship, whether copyrightable or not, copyrights and mask works.

“Core Representations” has the meaning set forth in Section 12.1(a).

“COVID Relief” means any legislation enacted or executive order issued in connection with the COVID-19 pandemic, including (a) the CARES Act, (b) the Continued Assistance Act, (c) the Executive Order signed by President Donald J. Trump on August 8, 2020, as may be amended or modified from time to time, and (d) the Consolidated Appropriations Act of 2021, which was signed into law on December 27, 2020, as may be amended or modified from time to time, including, in each case, any rules or regulations promulgated thereunder (including any analogous provisions under state and local Law).

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

“Current Assets” means, as of the Closing Time, the combined current assets of the Companies, excluding Cash.

“Current Liabilities” means, as of the Closing Time, the combined current liabilities of the Companies, excluding accounts payable owed to Affiliates of the Companies (including, for the avoidance of doubt, Hudson Sports, LLC).

“Disclosure Schedules” means the disclosure schedules of even date herewith delivered by the Companies and the Sellers to the Purchaser in connection with the execution and delivery of this Agreement.

“Earnout Payment Amount” has the meaning set forth in Section 2.6(a).

“Earnout Statement” has the meaning set forth in Section 2.6(c).

“Earnout Statement Objection” has the meaning set forth in Section 2.6(d).

“Earnout Statement Review Period” has the meaning set forth in Section 2.6(d).

“Employees” has the meaning set forth in Section 3.15(a).

“End Date” has the meaning set forth in Section 10.1(a)(iv).

“Enforceability Exceptions” means (a) the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar applicable Law relating to or affecting creditors’ rights and remedies generally, and (b) the effect of equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

“Environmental Law” means any federal, state or local Law relating to, or that regulates or controls, the environment (including air, surface water, ground water, soil, sediment land surface or subsurface strata), the release of Hazardous Materials or worker or public health and safety, including the federal Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), 42 U.S.C. § 9601 et seq., as amended; the federal Resource Conservation and Recovery Act, 42 U.S.C. § 6901 et seq., as amended; the Hazardous Materials Transportation Act, 49 U.S.C. § 1801 et seq., as amended; the Toxic Substances Control Act, 15 U.S.C. § 2601 et seq., as amended; the Clean Air Act, 42 U.S.C. § 7401 et seq., as amended; the Clean Water Act, 33 U.S.C. § 1251 et seq., as amended; the Safe Drinking Water Act, 42 U.S.C. § 300f et seq., as amended; the Emergency Planning and Community Right to Know Act, 42 U.S.C. § 11001 et seq., as amended; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136 et seq., as amended; the National Environmental Policy Act, 42 U.S.C. § 4321 et seq., as amended.

“Equity Interests” means, with respect to any Person, (a) the capital stock, partnership interests, membership interests, beneficial interests or other equity or ownership interests in such Person, and (b) any instruments or rights to acquire, convertible into or exchangeable or exercisable for any such interests.

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

“ERISA Affiliate” means, with respect to any entity, trade or business, any other entity, trade or business that is or was at the relevant time a member of a group described in §§ 414(b), (c), (m) or (o) of the Code or § 4001(b)(1) of ERISA that includes or included the first entity, trade or business, or that is a member of the same “controlled group” as the first entity, trade or business pursuant to § 4001(a)(14) of ERISA.

“Estimated Closing Purchase Price” has the meaning set forth in Section 2.3(a).

“Estimated Closing Statement” has the meaning set forth in Section 2.3(a).

“Example Statement” means the example statement attached hereto as Exhibit C, showing an illustrative form of the Estimated Closing Statement to be delivered pursuant to Section 2.3(a), using the fixed amounts for each fixed component included in the Estimated Closing Purchase Price (which amounts will not differ from those on the Closing Statement for such fixed components unless otherwise mutually agreed) and assumed amounts for each variable component included in the Estimated Closing Purchase Price.

“Exchange Act” has the meaning set forth in Section 8.11(b).

“Final Closing Statement” has the meaning set forth in Section 2.9(d).

“Financial Statements” has the meaning set forth in Section 3.7(a).

“First Additional Payment Amount” means $1,300,000.

“Fox Austria” has the meaning set forth in the Preamble.

“Fox NC” has the meaning set forth in the Preamble.

“Fox NY” has the meaning set forth in the Preamble.

“Fox UK” has the meaning set forth in the Preamble.

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

“Fundamental Representations” has the meaning set forth in Section 12.1(a).

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

“Gold-Fuchs” has the meaning set forth in the Preamble.

“Gold-Fuchs Employment Agreements” has the meaning set forth in the Recitals.

“Governing Documents” means, with respect to any Person, the certificate of incorporation, bylaws and similar governing documents of such Person.

“Government Contract” means any Contract of any Company with a Governmental Authority, including any blanket purchasing agreement or any subcontract (at any tier) of any Company in which the ultimate prime Contract is a Contract between any Person and a Governmental Authority.

“Governmental Authority” means any federal, state, local, foreign or other government, or any court, arbitrator, arbitration panel or mediator, governmental division or department, administrative agency or commission or other governmental or quasi-governmental agency, authority or instrumentality of any nature, domestic or foreign, including any Person that is owned or operated by any of the same.

“Governmental Authorization” means any permit, certificate, license, consent, franchise, subsidy, grant, privilege, approval, order, declaration, judgment, registration, qualification or authorization that may be granted or issued by any Governmental Authority.

“Guaranty” has the meaning set forth in Section 14.14.

“Hazardous Materials” means, collectively, any substance, material, product, derivative, compound, mixture, mineral, chemical, waste, medical waste or gas, in each case, whether naturally occurring, human-made or the by-product of any process, including petroleum or petroleum products, (a) that is, as of the Closing, defined or included within the definition of a “hazardous substance,” “hazardous waste,” “hazardous material,” “toxic chemical,” “toxic substance,” “hazardous chemical,” “extremely hazardous substance,” “pollutant,” “contaminant” or any other words of similar meaning under any Environmental Law, (b) that contains any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form, lead or lead-containing materials, urea formaldehyde foam insulation or polychlorinated biphenyls, or (c) exposure to which or the presence, use, generation, treatment, Release, transport or storage of which is now prohibited, limited, restricted or regulated under any Environmental Law.

“Health and Safety Requirements” means all federal, state, local and foreign statutes, regulations and ordinances, all judicial and administrative orders and determinations, all contractual obligations and all common law concerning noise, public health and safety and worker health and safety applicable to any Company.

“Holdback Amount” means an amount equal to $600,000.

“Holdback Payment Date” has the meaning set forth in Section 2.8(a).

“Indemnification Period” has the meaning set forth in Section 12.1(a).

“Indemnified Party” means the Purchaser Indemnified Parties or the Seller Indemnified Parties, as applicable.

“Indemnifying Party” has the meaning set forth in Section 12.5(a).

“Independent Accounting Firm” has the meaning set forth in Section 2.9(c).

“Information Privacy and Security Laws” means all Laws applicable to any Company concerning the privacy or security of information or data that relates to an identified or identifiable individual, or that may be used to identify an individual, including HIPAA, the Family Educational Rights and Privacy Act, the Protection of Pupil Rights Amendment (PPRA), Education Law §2-d, and the Children’s Online Privacy Protection Act, in each case as in effect on the date hereof.

“Intellectual Property” means (a) all inventions (whether patentable or unpatentable and whether or not reduced to practice) and all improvements thereto, (b) all patents, utility models and design patents, all respective applications thereto and all invention/patent disclosures, together with all reissuances, continuations, divisions, continuations-in-part, revisions, extensions and reexaminations thereof, (c) all Trademarks and renewals in connection therewith, (d) all copyrightable materials and works of authorship and all applications, registrations, extensions and renewals in connection therewith, (e) all mask works and all applications, registrations, extensions and renewals in connection therewith, (f) all Know-How and Confidential Business Information, (g) all computer software (including data and related documentation, object and source codes and anything that is necessary to use such software), (h) all rights in databases and data collections (including knowledge, customer lists and customer databases), (i) all rights to uniform resource locators, web site addresses, email address lists, email address names, social media accounts, handles and names and domain names, (j) all other proprietary, intellectual or industrial rights and any similar, corresponding or equivalent rights to any of the foregoing anywhere, whether tangible or intangible, that do not comprise or are protected by any of the rights mentioned above, in each case, to the extent protectable by applicable Law, and (k) all rights of action arising therefrom, all Claims by reason of past, present or future infringement thereof, and the right to sue and obtain damages or remedies for such infringement.

“Intended Tax Treatment” has the meaning set forth in Section 13.8.

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

“Interim Financial Statements” has the meaning set forth in Section 3.7(a).

“IRS” has the meaning set forth in Section 3.14(a).

“IT Assets” means any and all software, hardware, servers, systems, sites, circuits, networks, data communications lines, routers, hubs, switches, interfaces, websites, platforms and other computer, telecommunications and information technology assets and equipment, and all associated documentation, in each case, owned, used or held for use by any Company.

“Know-How” means any and all information and data actually used in connection with the Business as of the Closing Date, irrespective as to whether such information and data is available by way of documentation, orally or in electronic format, and irrespective as to whether or not such information and data constitutes Intellectual Property or Confidential Business Information, including business and trade secrets, ideas, inventions, experience and expertise, research and development, development work in progress, formulas, processes, compositions, manufacturing and production processes and techniques, technical and business information data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals, and all to the extent that such information and data are not protected by a patent, utility model, design patent or the respective application.

“Law” means any federal, state, county, municipal or other governmental statute, law, rule, order, ruling, regulation, ordinance, judgment, decree or injunction any Governmental Authority, or any part thereof.

“Leased Real Property” has the meaning set forth in Section 3.10(b).

“Legal Proceeding” means any action, suit, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, examination or investigation commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental Authority.

“Liability” means any debt, obligation, duty or liability of any nature, whether deriving from common law, statute or otherwise, whether known or unknown, matured or unmatured, accrued or unaccrued, vested or unvested, asserted or unasserted, actual or contingent, vicarious, derivative or incurred jointly, severally or through secondary liability.

“Licensed Companies’ Intellectual Property” has the meaning set forth in Section 3.18(b).

“Lien” means any security interest, lien, pledge, hypothecation, assignment by way of security, title retention, right to acquire, right of pre-emption, right of set off, counterclaim, trust arrangement, escrow, option, right of first refusal, mortgage, charge, indenture, deed of trust, right of way, restriction on the use of real property, security agreement, easement, encroachment or any other security, preferential right, equity, similar encumbrance, restriction or limitation on the use of real or personal property, whether written or oral and whether or not relating in any way to credit or the borrowing of money, and any agreement to give or create any of the same.

“LLC Agreement” means the Amended and Restated Limited Liability Company Agreement of the Purchaser in the form attached hereto as Exhibit D.

“Losses” means any and all Claims, losses, Taxes, Liabilities, damages, deficiencies, interest, penalties, costs and expenses, including (a) losses resulting from the defense, settlement or compromise of a Claim, demand or assessment, reasonable attorneys’, accountants’ and expert witnesses’ fees, and costs and expenses of investigation, (b) the costs and reasonable expenses of enforcing the indemnification provisions set forth in this Agreement, and (c) lost profits, lost revenues, business interruption, and losses due to impacts on business reputation.

“Material Adverse Effect” means any effect or change, either individually or in the aggregate, that has been, or would reasonably be expected to be, materially adverse to the Company Locations, the Business or the assets, Liabilities or operations of the Companies, taken as a whole, or to the ability of any Seller or any Company to perform its obligations under this Agreement and to consummate in a timely manner the transactions contemplated by this Agreement, whether or not foreseeable; provided, however, that none of the following shall be deemed to constitute, and none of the following shall be taken into account in determining whether there has been, a Material Adverse Effect: any adverse change, event, development or effect arising from or relating to (a) general business or economic conditions; (b) natural disasters, acts of war, pandemics or epidemics (including COVID-19), public health emergency, sabotage, terrorism, hostilities, military action or any escalation or worsening thereof; (c) changes in financial, banking or securities markets; (d) changes in Law or GAAP or the implementation thereof; (e) conditions generally affecting the industry in which the Companies operate; or (f) any action required to be taken by the Companies pursuant to this Agreement; provided, further, that any event set forth in the foregoing clauses (a), (b), (c), (d) or (e) may be taken into account in determining whether there has been or would reasonably be expected to be a Material Adverse Effect to the extent that such events have had, or would reasonably be expected to have, a disproportionate adverse effect on the Company Locations, the Business or the assets, Liabilities or operations of the Companies, taken as a whole, relative to the other Persons in the day care industry.

“Material Contracts” has the meaning set forth in Section 3.11(a).

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

“Metzler Employment Agreement” has the meaning set forth in the Recitals.

“Negative Adjustment Amount” has the meaning set forth in Section 2.9(f).

“Net Debt” means the amount equal to the sum (without any double-counting) of the following obligations of the Companies: (a) all outstanding indebtedness for borrowed money, including the aggregate amount owed under company credit cards; (b) accrued but unpaid interest payable with respect to indebtedness referred to in clause (a) and all prepayment premiums, penalties, breakage costs, “make whole amounts,” costs, expenses and other payment obligations of any Company that are required to repay indebtedness referred to in clause (a) at the Closing; (c) all obligations for the deferred purchase price of property or services, including any holdback, deferred payment, earnout payment or similar payment; (d) all obligations evidenced by notes, bonds, debentures or other similar instruments (whether or not convertible) or arising under indentures; (e) all indebtedness created or arising under any conditional sale or other title retention agreement and all liabilities in respect of any leases of any property of any Company that have been or would be required to be accounted for as a capital lease in accordance with GAAP; (f) all obligations arising out of any financial hedging, swap or similar arrangement; and (g) obligations in connection with any letter of credit, banker’s acceptance, guarantee, surety, performance or appeal bond, or similar credit transaction, but only to the extent that any such instrument has been drawn upon or a payment obligation has arisen thereunder and is outstanding. Notwithstanding the foregoing, “Net Debt” shall not include any amounts included in the calculation of the Net Working Capital or Unpaid Transaction Expenses Amount.

“Net Working Capital” means Current Assets, minus Current Liabilities; provided that in no event shall Net Working Capital include or take into account any amount included in the Closing Cash Amount, Closing Net Debt Amount or Unpaid Transaction Expenses Amount.

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

“Nomadar Shares” means shares of the common stock of Nomadar, par value $0.000001 per share.

“Non-Controlling Party” has the meaning set forth in Section 12.5(d)(ii).

“Objection Notice” has the meaning set forth in Section 12.5(b)(i).

“Obligations” has the meaning set forth in Section 14.14.

“Option Notice” has the meaning set forth in Section 2.7.

“Option Period” has the meaning set forth in Section 2.7.

“Option Purchase Price” has the meaning set forth in Section 2.7.

“Ordinary Course of Business” means the ordinary course of business of the applicable Company consistent with past custom and practice (including with respect to quantity and frequency).

“Owned Companies’ Intellectual Property” has the meaning set forth in Section 3.18(a).

“Parties” means the Purchaser, the Companies, the Sellers and the Sellers’ Agent.

“Party” means the Purchaser, the Companies, the Sellers or the Sellers’ Agent, as applicable.

“Permitted Liens” means, as applicable: (a) Liens for Taxes not yet due and payable as of the Closing Date; (b) statutory liens of lessors, liens of carriers, warehousemen, mechanics and materialmen and similar liens incurred in the Ordinary Course of Business for amounts that are not yet due and payable as of the Closing Date and are not material to the Business; (c) easements, covenants and similar matters of record affecting title that do not or would not materially impair the use or occupancy of the Leased Real Property or the assets of the Companies in the operation of the Business as currently conducted thereon; and (d) Liens securing obligations that are reflected as liabilities on, or that are otherwise disclosed in, the Financial Statements.

“Person” means any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Authority.

“Plan” means any written employee benefit plan (within the meaning of § 3(3) of ERISA), program, policy, practice or Contract providing benefits or compensation, including bonus, equity compensation, stock options, restricted stock awards, stock purchase agreements, long or short term incentives, severance, change in control benefits, retention, fringe benefits, deferred compensation, group or individual hospitalization, health, dental, vision, disability or life insurance coverage or supplemental retirement to any current or former employee, consultant or director, or beneficiary or dependent thereof, and whether covering one or more Persons, sponsored or maintained by any Company or ERISA Affiliate or to which any Company or ERISA Affiliate contributes or is obligated to contribute, or under which any current or former employee, consultant or director of any Company or any ERISA Affiliate is entitled to any compensation or benefits (whether or not contingent) as a result of service to any Company or ERISA Affiliate, including all “employee welfare benefit plans” within the meaning of § 3(1) of ERISA and all “employee pension benefit plans” within the meaning of § 3(2) of ERISA, or any similar plan governed by the Laws of a jurisdiction other than the United States of America.

“Positive Adjustment Amount” has the meaning set forth in Section 2.9(e).

“PPP” means the Paycheck Protection Program established under the CARES Act.

“PPP Loan Audit” has the meaning set forth in Section 3.24(e).

“PPP Loans” means the loans granted to the Companies under the PPP and set forth on Schedule 3.24(a).

“Pre-Closing Tax Period” means any taxable period ending on or prior to the Closing Date.

“Pre-Closing Tax Return” has the meaning set forth in Section 13.2.

“Pre-Closing Taxes” means, without duplication, any of the following Taxes (in each case, whether imposed, assessed, due or otherwise payable directly, as a successor or transferee, jointly or severally, pursuant to a Contract entered into (or assumed) by any Company on or prior to the Closing Date, in connection with the filing of a Tax Return, as a result of an assessment or adjustment by any Taxing Authority, by means of withholding or for any other reason, and whether or not disputed): (a) Taxes of or imposed on any Company for a Pre-Closing Tax Period or the portion of any Straddle Period ending on the Closing Date (as determined, in the case of a portion of a Straddle Period, based on the principles of Section 13.3(b)); (b) Taxes of any Person (other than an Company) imposed on any Company as a transferee or successor where the transaction giving rise to the liability on the part of such Company occurred prior to the Closing or by Contract entered into prior to the Closing (other than any commercial agreement entered into in the Ordinary Course of Business the primary subject of which is not Taxes); (c) the amount of any and all Taxes incurred by or imposed on any Company (or any Affiliate thereof, including, for the avoidance of doubt, the Purchaser) in any taxable period (or portion thereof) beginning after the Closing Date as a result of the receipt or forgiveness of the PPP Loans; (d) the Transfer Taxes; (e) all Taxes with respect to Pre-Closing Tax Periods deferred or imposed under COVID Relief, including any recapture of credits; (f) any Taxes related to an adjustment pursuant to § 481 of the Code (or similar provisions of state, local or non-U.S. Law) pursuant to an accounting method change occurring on or prior to the Closing Date; (g) any Taxes arising in connection with the Acquisition; and (h) any withholding Tax obligations imposed on the Purchaser, any Company or any Affiliate of the Purchaser or any Company as a result of payments to, or at the direction of, any Seller in connection with the consummation of the transactions contemplated by this Agreement or any Ancillary Agreement.

“Pro Rata Portion” means, for a Seller, that percentage set forth for such Seller on Exhibit E attached hereto.

“Purchase Option” has the meaning set forth in Section 2.7.

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

“Purchased Interests” has the meaning set forth in the Recitals.

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

“Purchaser Indemnified Party” has the meaning set forth in Section 12.2.

“Purchaser Interests” means 49% of the membership interests of the Purchaser.

“Purchaser Tax Returns” has the meaning set forth in Section 13.3(a).

“Purchaser’s Auditors” has the meaning set forth in Section 8.11(c).

“Qualified Plan” has the meaning set forth in Section 3.14(b).

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

“Real Property Leases” has the meaning set forth in Section 3.10(b).

“Release” means the release, deposit, disposal or leakage of any Hazardous Material at, into, upon or under any land, water or air, or otherwise into the environment, including by means of burial, disposal, discharge, emission, injection, spillage, leakage, seepage, leaching, dumping, pumping, pouring, escaping, emptying, placement and the like.

“Released Parties” has the meaning set forth in Section 11.2.

“Releasing Parties” has the meaning set forth in Section 11.2.

“Representative” of a Person means any of the directors, managers, officers, employees, advisors, agents, stockholders, members, consultants, lawyers, accountants, investment bankers, financial advisors or other representatives of such Person.

“Response” has the meaning set forth in Section 12.5(b).

“Restricted Period” has the meaning set forth in Section 11.1(a).

“Restricted Territories” means New York, North Carolina, South Carolina, Austria and the United Kingdom.

“Schedule” has the meaning set forth in Section 1.2(b).

“SEC” has the meaning set forth in Section 8.11(b).

“Second Additional Payment Amount” means $1,300,000.

“Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations of the United States Securities and Exchange Commission or any successor agency promulgated thereunder.

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

“Seller Contribution” has the meaning set forth in the Recitals.

“Seller Indemnified Party” has the meaning set forth in Section 12.3.

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

“Sellers’ Agent” has the meaning set forth in the Preamble.

“Sellers’ Agent Expenses” has the meaning set forth in Section 14.2(e).

“Sellers’ Knowledge” means the actual knowledge of each Seller and the knowledge that each Seller would have obtained after reasonable due inquiry.

“Straddle Period” means a period beginning before the Closing Date and ending after the Closing Date.

“Straddle Period Tax Returns” has the meaning set forth in Section 13.3(a).

“Target Cash Amount” means $250,000.

“Target Net Working Capital” means $100,000.

“Tax” or “Taxes” means any and all taxes, assessments, charges, duties, fees, levies or other governmental charges, including all federal, state, local, non-U.S. and other income, franchise, profits, gross receipts, capital gains, capital stock, employment, disability, transfer, real and personal property, sales, use, registration, customs duties, alternative or add on minimum, value-added, unclaimed property or escheat, occupation, property, excise, severance, windfall profits, stamp, license, payroll, social security, withholding or other taxes, assessments, charges, duties, fees, levies or other governmental charges of any kind whatsoever (whether payable directly or by withholding and whether or not requiring the filing of a Tax Return), all estimated taxes, deficiency assessments, additions to tax, penalties and interest, whether disputed or not, and shall include any liability for such amounts as a result of being a member of a combined, consolidated, unitary or Affiliated Group or of a contractual obligation to indemnify any Person.

“Tax Proceeding” has the meaning set forth in Section 13.5.

“Tax Return” means any federal, state, local or non-U.S. return, statement, form, declaration, report, disclosure, estimate, claim for refund, information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Taxing Authority” means any Governmental Authority having jurisdiction or authorization under applicable Law over the assessment, determination, collection, administration or other imposition of Taxes.

“Third Party Claim” has the meaning set forth in Section 12.5(d)(i).

“Trademarks” means all trademarks, service marks, logos, brand names, slogans, certification marks, trade dress, corporate names, fictitious business names, assumed names, trade names and other indications of origin, in each case, whether registered, applied for, common law or otherwise, and all goodwill arising from or associated with the foregoing.

“Transfer Taxes” means all sales, use, transfer, real property transfer, valued added, goods and services, gross receipts, excise, conveyance, documentary, stamp duty, recording, registration and other similar Taxes, charges and fees (including any penalties, interest and additions to Tax) incurred in connection with the transactions contemplated by this Agreement, whether payable by the Purchaser, any Seller, any Company or any Affiliate of the Purchaser, any Seller or any Company.

“Treasury Regulations” means the regulations, including proposed regulations and temporary regulations, promulgated by the United States Department of the Treasury under the Code. All citations to the Treasury Regulations shall include all amendments thereto and any substitute and successor provisions.

“Unaudited Financial Statements” has the meaning set forth in Section 3.7(a).

“Unpaid Transaction Expenses” means all Company Transaction Expenses that are unpaid as of the Closing Time.

“Unpaid Transaction Expenses Amount” means the aggregate amount of all Unpaid Transaction Expenses (whether or not billed) that have not been paid in full prior to the Closing.

“WARN Act” has the meaning set forth in Section 3.15(i).

“Working Capital Deficiency” means the amount (if any) by which Net Working Capital is less than the Target Net Working Capital.

“Working Capital Overage” means the amount (if any) by which the Net Working Capital is greater than the Target Net Working Capital.

Article II
SALE AND PURCHASE OF THE INTERESTS; CLOSING

Article III
REPRESENTATIONS AND WARRANTIES REGARDING THE COMPANIES

As a material inducement for the Purchaser to enter into this Agreement, and except as set forth on the Disclosure Schedules, each of the Companies and the Sellers, jointly and severally, represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, as follows:

Article IV
REPRESENTATIONS AND WARRANTIES REGARDING THE SELLERS

As a material inducement for the Purchaser to enter into this Agreement, the Sellers, jointly and severally, represent and warrant to the Purchaser, as of the date hereof and as of the Closing Date, that:

Article V
REPRESENTATIONS AND WARRANTIES REGARDING THE PURCHASER

The Purchaser represents and warrants to the Companies and the Sellers as of the date hereof and as of the Closing Date as follows:

Article VI
REPRESENTATIONS AND WARRANTIES REGARDING NOMADAR

Nomadar represents and warrants to the Companies and the Sellers as of the date hereof and as of the Closing Date as follows:

Article VII
COVENANTS RELATING TO THE NOMADAR SHARES AND PURCHASER INTERESTS

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THE SHARES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

The first legend set forth in this Section 7.3(a) shall be removed by Nomadar from any book-entry security entitlement evidencing Nomadar Shares upon delivery by the holder thereof to Nomadar of a written request to that effect if at the time of such written request (a) a registration statement under the Securities Act is at that time in effect with respect to the legended security, or (b) the legended security can be freely transferred in a transaction in compliance with Rule 144 under the Securities Act without such a registration statement being in effect and such transfer will not jeopardize the exemption or exemptions from registration pursuant to which Nomadar issued the Nomadar Shares, and, in the case of (b), upon the request and in the discretion of Nomadar’s transfer agent, the holder of such Nomadar Shares (i) executes and delivers a representation letter that includes customary representations regarding the holding requirements and whether such holder is an “affiliate” for purposes of Rule 144, or (ii) secures the delivery to Nomadar’s transfer agent of an opinion by counsel, in form and substance satisfactory to Nomadar, that such security can be freely transferred in a public sale without registration pursuant to an available exemption from the registration requirements of the Securities Act and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which Nomadar issued the Nomadar Shares.

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT BETWEEN THE COMPANY AND THE MEMBER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

Article VIII
COVENANTS PRIOR TO CLOSING

Article IX
CONDITIONS PRECEDENT TO THE CLOSING

Article X
TERMINATION OF AGREEMENT

Article XI
OTHER COVENANTS AND AGREEMENTS

Article XII
INDEMNIFICATION

Article XIII
TAX MATTERS

The following provisions shall govern the allocation of responsibility as between the Purchaser, on the one hand, and the Sellers, on the other hand, for certain Tax matters following the Closing Date. Except as expressly set forth in this Article XIII, in the case of any indemnity claim for Taxes arising under this Article XIII, the indemnity obligations of the Sellers, and the rights of the Purchaser with respect to indemnification, shall be governed by this Article XIII and not by the general indemnity Section 12.2 and the related provisions thereof.

Article XIV
GENERAL PROVISIONS