Common use of Additional Definitions and Interpretive Matters Clause in Contracts

Additional Definitions and Interpretive Matters. 11.1 Certain Definitions 53 11.2 Index of Defined Terms 61 11.3 Rules of Interpretation 63 EXHIBIT A FORM OF BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT B FORM OF TRADEMARK ASSIGNMENT AGREEMENT EXHIBIT C FORM OF COPYRIGHT ASSIGNMENT AGREEMENT EXHIBIT D FORM OF SANDSTON DISTRIBUTION CENTER LEASE EXHIBIT E KEY TERMS OF TRANSITION SERVICES AGREEMENT This Asset Purchase Agreement (this “Agreement”), dated as of September 6, 2024, is made by and among LumLiq2, LLC, a Delaware limited liability company (“Purchaser”), F9 Investments, LLC, a Florida limited liability company (“Guarantor”), and LL Flooring Holdings, Inc., a Delaware corporation (the “Company”) and the Subsidiaries of LL Flooring that are indicated on the signature pages attached hereto (together with the Company, each, a “Seller,” and collectively, “Sellers”). Purchaser, Sellers and Guarantor are referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings set forth herein or in Article XI of this Agreement.

Additional Definitions and Interpretive Matters. 11.1 Certain Definitions 53 54 11.2 Index of Defined Terms 61 62 11.3 Rules of Interpretation 63 EXHIBIT A FORM OF BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT EXHIBIT B FORM OF TRADEMARK ASSIGNMENT AGREEMENT EXHIBIT C FORM OF COPYRIGHT ASSIGNMENT AGREEMENT EXHIBIT D FORM OF SANDSTON DISTRIBUTION CENTER LEASE EXHIBIT E KEY TERMS OF TRANSITION SERVICES AGREEMENT This Asset Purchase Agreement (this “Agreement”), dated as of September 6, 2024, is made by and among LumLiq2, LLC, a Delaware limited liability company (“Purchaser”), F9 Investments, LLC, a Florida limited liability company (“Guarantor”), and LL Flooring Holdings, Inc., a Delaware corporation (the “Company”) and the Subsidiaries of LL Flooring that are indicated on the signature pages attached hereto (together with the Company, each, a “Seller,” and collectively, “Sellers”). Purchaser, Sellers and Guarantor are referred to herein individually as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meanings set forth herein or in Article XI of this Agreement.