ASSET PURCHASE AGREEMENT by and among MONTROSS COMPANIES INC. as Seller SOLAR INTEGRATED ROOFING CORP. as Parent and SOLAR ACQUISITIONS I, INC. as Buyer March 20, 2019

For purposes of this Agreement, the following terms have the meanings assigned

to them in this Article 1:

“Accounts Receivable” means (a) all trade accounts receivable and other rights to payment from customers of Seller and the full benefit of all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of Seller, (b) all other accounts or notes receivable of Seller and the full benefit of all security for such accounts or notes and (c) any claim, remedy or other right related to any of the foregoing.

“Acquired Assets” means all the following assets of the Business:

(a)the Client List, which is set forth on Exhibit A attached hereto, along with all rights, benefits and privileges arising thereunder or with respect thereto; 

(b)the Vendor List, which is set forth on Exhibit B attached hereto, along with all rights, benefits and privileges arising thereunder or with respect thereto; 

(c)the Assumed Contracts, which are set forth on Section 3.10 of the Disclosure Schedule, along with all rights, benefits and privileges arising thereunder or with respect thereto; 

(d)all books, records, files, correspondence and other documents relating to the Business, Client Lists, Vendor Lists, Inventory, Contracts, Leases and Intellectual Property; 

(e)the Lease which is set forth in Section 3.21 of the Disclosure Schedule; 

(f)the tangible personal property (such as equipment and furniture) which is set forth in Section 3.22 of the Disclosure Schedule; 

(g)the Intellectual Property of the Business including, without limitation, the Intellectual Property which is set forth in Section 3.23 of the Disclosure Schedule; 

(h)all Permits relating to the Business which are set forth in Section 3.17 of the Disclosure Schedule; 

(i)all goodwill of Seller and all other assets related to or used in connection with the Business; 

(j)all Accounts Receivable relating to the Business which are set forth in Section 3.26 of the Disclosure Schedule; 

(k)all Inventory relating to or used in connection with the Business which is set forth in Section 3.19 of the Disclosure Schedule; and 

(l)all other assets related to the Business other than the Excluded Assets.  

“Adverse Consequences” means all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, dues, penalties, fines, costs, reasonable amounts paid in settlement, liabilities, obligations, taxes, liens, losses, expenses, and fees, including court costs and reasonable attorneys’ fees and expenses.

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

“Agreement” has the meaning set forth in the preface above.

“Applicable Law” means any constitutional provision, statute or ordinance, whether foreign, federal, state or local, applicable in the United States or any other nation, including any other law, rule, regulation, judgment, injunction, order, executive order, ruling, assessment, writ, decree or interpretation thereof of any Governmental Entity, or any common law.

“Assumed Contracts” means the agreements, leases, contracts, purchase agreements, purchase orders and licenses of the Business (whether written or oral) set forth in Section 3.10 of the Disclosure Schedule.

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“Assumed Liabilities” has the meaning set forth in Section 2.02 below “Business” has the meaning set forth in the first recital above.

“Business Day” means any day other than a day that is a Saturday, Sunday or legal holiday in New York, New York.

“Buyer” has the meaning set forth in the preface above.

“Client List” means all lists. spreadsheets, worksheets and tables of any type or form identifying each and every client of Seller since inception of the Business (including those engagements where no writing may exist) which are listed on Exhibit A attached hereto.

“Closing” has the meaning set forth in Section 2.06 below. “Closing Date” has the meaning set forth in Section 2.06 below. “Code” means the Internal Revenue Code of 1986, as amended. “Competitor” has the meaning set forth in Section 6.05 below. “Disclosure Schedule” has the meaning set forth in Article 3 below. “Earnout” has the meaning set forth in Section 2.03 below. “Employees” means the employees of the Business.

“Environmental Law” means a legal rule pertaining to land use, air, soil, surface water, groundwater (including the protection, cleanup, removal, remediation or damage thereof), public or employee health or safety or any other environmental matter, including, without limitation, the following laws as the same have been amended from time to time: (i) Clean Air Act (42 U.S.C. § 7401, et seq.); (ii) Clean Water Act (33 U.S.C. § 1251, et seq.); (iii) Resource Conservation and Recovery Act (42 U.S.C. § 6901, et seq.); (iv) Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601, et seq.); (v) Safe Drinking Water Act (42 U.S.C. § 300f, et seq.); (vi) Toxic Substances Control Act (15 U.S.C. § 2601, et seq.); (vii) Rivers and Harbors Act (33 U.S.C. § 401, et seq.); (viii) Occupational Safety and Health Act (29 U.S.C. § 651, et seq.); together with all other legal rules regulating emissions, discharges, releases or threatened releases of any hazardous substance into ambient air, land, surface water, groundwater, personal property or structures, or otherwise regulating the manufacture, processing, distribution, use, treatment, storage, disposal, transport, discharge or handling of any hazardous substance.

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

“Excluded Assets” means all other assets, properties, rights and claims (other thanthe Acquired Assets) of Seller of any nature whatsoever and wherever situated.

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“Excluded Liabilities” means all liabilities other than the Assumed Liabilities, including, without limitation:

(a)the liabilities set forth in Section 2.02 of the Disclosure Schedule; 

(b)any liabilities or obligations that should have been paid prior to the Closing Date relating to any employee, any Plan, any employee benefits or commissions, salaries, wages or other compensation arrangements existing on or prior to the Closing Date with respect to Seller or the Business; 

(c)any other liability or obligation, to the extent related to an Excluded Asset; 

(d)any payment obligation of Seller to vendors or other service providers for goods and/or services; 

(e)any Taxes of Seller and any other Taxes accruing on or prior to the Closing 

Date;

(f)any liabilities relating to any current pending or threatened litigation, 

arbitration or any other Proceeding against Seller or any future litigation, arbitration or Proceeding relating to the Acquired Assets to the extent related to events occurring prior to the Closing Date;

(g)any liabilities arising out of any violation of Environmental Law; 

(h)any liabilities not related to the Acquired Assets; 

(i)any liabilities for legal fees and expenses of Seller related to the transactions contemplated hereby; and 

(j)any other liabilities or obligations of Seller or the Business accruing on or prior to the Closing Date. 

“Financial Statements” has the meaning set forth in Section 3.06 below.

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

“Governmental Entity” shall mean any government (including any United States of foreign federal, state, provincial, cantonal, municipal or county government), any political subdivision thereof and any governmental, administrative, ministerial, regulatory, central bank, self-regulatory, quasi-governmental, taxing, executive, or legislative department, commission, body, agency, authority or instrumentality of any thereof.

“Inactive Transferred Employees” means those Transferred Employees who, as of the Closing Date, are on leave of absence, are on short or long term disability leave, or are otherwise not actively at work; provided that Inactive Transferred Employees shall not include Transferred Employees who are not actively at work on the Closing Date due to a vacation day,

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personal day absence or occasional absence day or other similar short term leave for reasons other than illness.

“Indemnified Party” has the meaning set forth in Section 8.03 below. “Indemnifying Party” has the meaning set forth in Section 8.03 below.

“Intellectual Property” means: (a) inventions (whether patentable or unpatentable and whether or not reduced to practice), improvements thereon, and patents, patent applications and patent disclosures, together with reissues, continuations, continuations-in-part, revisions, extensions and reexaminations thereof; (b) trademarks, service marks, trade dress, logos, trade names, URLs, domain names and corporate names, together with translations, adaptations, derivations, and combinations thereof, and including but not limited to goodwill associated therewith, applications, registrations and renewals in connections therewith including, without limitation, the names “▇▇▇▇▇▇▇▇ Companies Inc.,” “▇▇▇▇▇▇▇▇” and any names similar thereto, and all iterations and permutations thereof, together with all logos, slogans, trademarks, and service marks relating thereto used by Seller in connection therewith, including, without limitation, e-mail ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇.▇▇▇; (c) copyrightable works, copyrights, and applications, registrations and renewals in connections therewith, mask works and applications, registrations and renewals in connections therewith; (d) trade secrets and confidential business information (including but not limited to research and development, know-how, formulas, compositions, manufacturing and reproductions processes and techniques, methods, schematics, technology, flowcharts, block diagrams, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals); (e) computer software (including but not limited to data related documentation); (f) copies and tangible embodiments of any of the foregoing (in whatever form or medium); and (g) licenses, sublicenses, permissions or contacts in connection with any of the foregoing.

“Intellectual Property Rights” means the rights or interest of any Person in or to any Intellectual Property.

“Inventory” shall mean any and all of the finished inventory, raw goods and works- in-progress related to or used in connection with the Business.

“Judicial Authority” shall mean any court, arbitrator, special master, receiver, tribunal or similar body of any kind.

“Knowledge” means actual knowledge of a Person after due inquiry.

“Lease” shall mean any lease or sublease pursuant to which Seller leases or subleases from another party any real or personal property.

“Material Adverse Effect” means (i) with respect to Seller, a material adverse effect on (A) the Acquired Assets, (B) the results of operations, financial condition or prospects of the Business, (C) the ability of Seller to perform its obligations under this Agreement, or (D) the validity or enforceability of this Agreement, and (ii) with respect to Buyer, a material adverse effect on (A) the ability of Buyer to perform its obligations under this Agreement, or (B) the validity or enforceability of this Agreement.

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“Most Recent Fiscal Month End” has the meaning set forth in Section 3.06 below. “Notice of Claim” has the meaning set forth in Section 8.03.

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

“Parent” has the meaning set forth in the preface above. “Party” has the meaning set forth in the preface above.

“Permits” shall have the meaning set forth in Section 3.17.“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization, or a governmental entity (or any department, agency, or political subdivision thereof).

“Plans” means all employee benefit plans (as defined in Section 3(3) of the ERISA) and all bonus, incentive, deferred compensation, retiree medical or life insurance, supplemental retirement, severance or other benefit plans, stock option, restricted stock, phantom stock, or other equity incentive plans, programs or arrangements, and all termination, severance or other contracts or agreements, whether formal or informal, whether or not set forth in writing, whether covering one person or more than one person, and whether or not subject to any of the provisions of ERISA, that are maintained, contributed to or sponsored by Seller for the benefit of any employee or which otherwise cover any employee.

“Proceeding” shall mean any action, suit, counter-claim, arbitration, mediation, litigation, inquiry, hearing, investigation or other proceeding of any kind involving any Governmental Entity, any Judicial Authority or any other Person.

“Purchase Price” has the meaning set forth in Section 2.03 below.

“Required Consent” means, with respect to the Acquired Assets listed in Section 7.01 of the Disclosure Schedule, the consent, approval, permission, amendment or waiver by a party or parties thereto that is required in order to effect the transfer to, and assumption by, Buyer of such Acquired Assets.

“Security Interest” means any mortgage, pledge, lien, encumbrance, charge, or other security interest, other than (a) mechanic’s, materialmen’s, and similar liens, (b) liens for Taxes not yet due and payable or for Taxes that the taxpayer is contesting in good faith through appropriate proceedings, (c) purchase money liens and liens securing rental payments under capital lease arrangements, and (d) other liens arising in the Ordinary Course of Business and not incurred in connection with the borrowing of money.

“Seller” has the meaning set forth in the preface above.

“Seller Representatives” has the meaning set forth in Section 5.02. “Shareholder” has the meaning set forth in the preface above.

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“Taxes” means (A) all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all gross receipts, sales, use, ad valorem, transfer, franchise, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium, property or windfall profits taxes, alternative or add-on minimum taxes, customs duties and other taxes of any kind whatsoever, together with all interest and penalties, additions to tax and other additional amounts imposed by any Governmental Entity on such entity, and (B) any liability for the payment of any amount of the type described in the immediately preceding clause (A) as a result of being a “transferee” (within the meaning of Section 6901 of the Code or any other applicable law) of another entity, a member of an affiliated or combined group, a contract or otherwise.

“Tax Return” means any return, declaration, report, claim for refund, or information return or statement relating to Taxes, including any schedule, exhibit or attachment thereto.

“Third Party Claim” has the meaning set forth in Section 8.03 below. “Transferred Employee” means each employee of the Business who is hired by

Buyer under Section 9.03(a) of this Agreement.

“Vendor Lists” means all lists. spreadsheets, worksheets and tables of any type or form identifying each and every vendor, supplier and consultant of Seller since inception of the Business (including those engagements where no writing may exist), which are listed on Exhibit B attached hereto.

conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell, transfer, convey, and deliver to Buyer, all of the Acquired Assets at the Closing in consideration of the assumption by Buyer of the Assumed Liabilities and the payment of the Purchase Price as specified below in Sections 2.02 and 2.03.

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“Payment Shares”); (vi) For a period of Five (5) years commencing from the Closing, the Buyer shall pay Shareholder or his assigns, Ten Percent (10%) of the Net Income (as defined GAAP) generated directly from the operations of the Seller, payable within ninety (90) days of the Buyer’s fiscal year end, and (vii) For a period of Five (5) years from Closing, upon a Ten Percent (10%) increase of the EBITDA (as defined by U.S. GAAP) generated directly from the operations of the Seller for each fiscal year subsequent to Closing compared to such prior fiscal year (the “Anniversary Period”), the Parent shall issue shares of its common stock to Shareholder or his assigns in an amount equal to Ten Percent (10%) of such Anniversary Period’s EBITDA increase at a price per share equal to the closing price of the Parent’s common stock on such year’s fiscal year end date, issuable to Shareholder or his assigns within fifteen (15) days of such year’s fiscal year end date, subject the Clawback. For the avoidance of doubt, in the event of a ten percent (10%) increase of the Seller’s EBITDA compared to the prior fiscal year generated directly as a result of the Seller’s operations and such EBITDA increase is equal to $1,000,000.00, the Parent shall issue the Seller $100,000.00 of its common stock to Seller at a price per share equal to the closing price of the Parent’s common stock on such year’s fiscal year end date (the shares of Common Stock set forth in (vi) and (vii) of this Section, the “Payment Shares”).

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Section 2.10 Clawback of Payment Shares. If, for a period of three (3) years commencing at Closing, the Seller or Shareholder breaches any representation, warranty or covenant set forth in this Agreement, and such breach results in damages to the Buyer, Parent or its affiliates in an amount exceeding in the aggregate $50,000.000, then the Payment Shares and any other shares delivered to the Shareholder in connection with this Agreement shall be forfeited by the Shareholder

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pro-rata in an amount equal to such actual damages incurred and suffered by the Buyer or its affiliates in connection with such breach, at a price per share equal to the average of the volume weighted average price of the Parent’s common stock during the ten (10) trading days immediately prior to the date notice is delivered by the Parent to the Seller for such breach (the “Clawback”).

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants, jointly and severally, to Buyer that the statements

contained in this Article 3 are correct and complete as of the date hereof and as of the Closing Date, except as set forth in the disclosure schedule accompanying this Agreement or any amendments (or deemed amendments thereto) (the “Disclosure Schedule”). The Disclosure Schedule will be arranged in sections corresponding to the lettered and numbered sections contained in this Article 3.

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Governmental Entity, or court to which Seller or the Shareholder is subject or any provision of the operating agreement or other organizational documents of Seller or any Shareholder, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under, any agreement, contract, lease, license, instrument, or other arrangement to which Seller or the Shareholder is a party or by which it is bound or to which any of the Acquired Assets is subject (or result in the imposition of any Security Interest upon any of the Acquired Assets). Section 3.03 of the Disclosure Schedule sets forth each notice, filing, authorization, consent, or approval of any Person or any Governmental Entity needed in order for Seller and the Shareholder to enter into or perform their obligations under this Agreement.

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(f)no Person has provided Seller with notice that it intends to terminate any Assumed Contract; 

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With respect to each such insurance policy: (A) the policy is legal, valid, binding, enforceable, and in full force and effect; (B) the policy will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby; (C) neither Seller, nor any other party to the policy is in breach or default (including with respect to the payment of premiums or the giving of notices), and no event has occurred that, with notice or the lapse of time, would constitute such a breach or default, or permit termination, modification, or acceleration, under the policy; and (D) no party to the policy has repudiated any provision thereof. Seller has been covered during the past 3 years by insurance in scope and amount customary and reasonable for the Business during the aforementioned period.

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Affiliate” means any Person that, together with Seller, is considered a “single employer” pursuant to Section 4001(b) of ERISA.

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consent to the transactions contemplated hereby and all such Intellectual Property shall be owned or available for use by Buyer on identical terms and conditions immediately subsequent to the Closing.

Section 3.25 Employees.

(a)Section 9.03 of the Disclosure Schedule sets forth a complete list of the Transferred Employees as of the date of this Agreement. There are no Inactive Transferred Employees. Prior to the Closing Date, Seller shall have provided Buyer with a complete and accurate list (under Section 9.03 of the Disclosure Schedule) of the following information for each Transferred Employee: name; date of hire; work location; title; position held; salary; incentive compensation (including any bonus or profit sharing arrangements); balance of accumulated paid time off; schedule of regular weekly hours of employment; special work arrangements, if any, with description; Fair Labor Standards Act status; shift differential, if any, and annual vacation entitlement. 

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contest, claim or set-off by such account debtor except as set forth in Section 3.26 of the Disclosure Schedule.

REPRESENTATIONS AND WARRANTIES OF BUYER AND PARENT.

Buyer and Parent represent and warrant to Seller that the statements contained in this Article 4 are correct and complete as of the Closing Date.

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which any of its assets is subject. Neither Buyer nor Parent needs to give any notice to, make any filing with, or obtain any authorization, consent, or approval of any government or governmental agency in order to enter into or perform its obligations under this Agreement.

PRE-CLOSING COVENANTS

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(h)make any change with respect to management of inventory for the Business; 

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constitutes a breach of any of Seller’s representations and warranties made as of the date of this Agreement, (b) the occurrence after the date of this Agreement of any fact or condition that would or be reasonably likely to (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had that representation or warranty been made as of the time of the occurrence of, or Seller’s discovery of, such fact or condition, (c) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement, (d) any notice or other communication from any Governmental Entity in connection with the transaction contemplated by this Agreement, (e) any Proceeding commenced or, to its knowledge threatened, relating to or involving or otherwise affecting Seller, the Business or any of the Acquired Assets that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to this Agreement or that otherwise relate to the consummation of the transactions contemplated hereby, (f) any Material Adverse Effect on Seller, the Business or the Acquired Assets, (g) receipt of any notice of any dispute or threatened dispute among any of Seller, vendor, lender, participant, licensor, lessee and customer under any Assumed Contract, Client Agreement or Lease, and (h) receipt of any notice of any change of control or other material change in the organizational structure with respect to any customer or vendor under any Assumed Contract, Client Agreement or Lease. During the same period, Seller also shall promptly notify Buyer of the occurrence of any breach of any covenant in this Article 5 of the occurrence of any event that may make the satisfaction of the conditions in Article 7 impossible or unlikely.

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POST-CLOSING COVENANTS

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business that competes directly with the Seller’s or Buyer’s business (a “Competitor”) or (ii) interfere with, disrupt or attempt to disrupt the relationship, contractual or otherwise, between Buyer and any customer (prospective or otherwise), supplier, lessee or employee of Buyer in the Business. Notwithstanding the foregoing, this Section 6.05 shall not preclude Seller or the Shareholder from owning any investment which does not exceed one percent (1%) of the equity of a publicly traded company.

Buyer shall undertake performance of any obligation contained in the Acquired Assets, in Seller’s stead, and, if any such obligation cannot be assigned without the consent of a third party which shall not have been obtained, Buyer’s undertaking shall constitute a sub-contract of Seller’s obligation or other kind of arrangement between Buyer and Seller, if any, pursuant to which Buyer can undertake such performance (and receive the benefit thereof) without such third party’s consent; or if no such arrangement shall exist, Buyer shall nonetheless perform such obligation, unless the third party shall expressly reject Buyer’s performance, in which case, Buyer shall be released of the undertaking with respect to such obligation, and Seller shall be liable for any damages that the third party shall establish that it suffered and indemnify Buyer and hold Buyer harmless with respect thereto.

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CONDITIONS TO OBLIGATION TO CLOSE

(a)(i) the representations and warranties set forth in Article 3 above, shall be true and correct in all material respects, and (ii) all agreements and covenants contained in this Agreement shall have been performed or complied with by Seller, in each case, at and as of the Closing Date; 

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Seller may waive any condition specified in this Section 7.02 if it executes a writing so stating at or prior to the Closing.

REMEDIES FOR BREACHES OF THIS AGREEMENT.

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cooperate regarding announcing Buyer’s proposed acquisition of the Business to the Employees. Thereafter, Buyer shall be permitted to meet with the Employees at times mutually convenient to Buyer and Seller to discuss employment with Buyer.

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(b)by Buyer or Seller if the closing shall not have occurred on or before ninety (90) days from the date of this Agreement, unless such term has been extended by the mutual written consent of Buyer and Seller, provided, however, that if any party has breached or defaulted with respect to its obligations under this Agreement on or before such date, such party may not terminate this Agreement pursuant to this Section 10.04(b), and the other party to this Agreement may at its option enforce its rights against such breaching or defaulting party and seek any remedies against such party, in either case as provided hereunder; 

In the event of termination of this Agreement by either or both of the parties pursuant to this Section 10.04, written notices thereof shall be given to the other party specifying the provision hereof pursuant to which such termination is made, and this Agreement shall become void and of no further force and effect.

To Buyer:

Solar Acquisitions I, Inc. ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇

▇▇▇▇▇, ▇▇ ▇▇▇▇▇

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To Parent:

Section 10.09 Governing Law.

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breach of warranty or covenant hereunder, whether intentional or not, shall be valid unless the same shall be in writing and signed by the Party making such waiver nor shall such waiver be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

AMENDMENT NO. 1

to

STOCK PURCHASE AGREEMENT

(FORMERLY, ASSET PURCHASE AGREEMENT)

Purchase and Sale of Shares. On and subject to the terms and conditions of this Agreement, Buyer agrees to purchase from Seller, and Seller agrees to sell, transfer, convey and deliver to Buyer, all Shares at the Closing in consideration of the payment of the Purchase Price.

(c)Section 2.02 is hereby amended to read as follows: 

Assumption of Liabilities. In conjunction with Buyer’s purchase of the Shares, Buyer and Seller hereby agree that Buyer shall assume any and all Company liabilities. Notwithstanding anything herein to the contrary, Buyer shall not assume or have responsibility for any of the Excluded Liabilities.

(d)Section 2.03 is hereby amended by to read as follows: 

Purchase Price. The “Purchase Price” shall mean consideration paid by the Buyer to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or his assigns (“Shareholder”), as follows: (i) Six Million Two Hundred Fifty Thousand (6,250,000) shares of the Parent’s common stock; and (ii) Two-Hundred Fifty Thousand Dollars ($250,000.00) cash payable as agreed by the Parties.

(e)Closing Date, as defined in Section 2.06, is hereby modified to be March 01, 2020. 

▇.▇▇▇▇ of Effectiveness; Limited Effect. This Amendment will be deemed effective as of date first appearing above (“Effective Date”). Except as expressly provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Existing Agreement or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the Effective Date, each reference in the Existing Agreement to "this Agreement," "the Agreement," "hereunder," "hereof," "herein," or words of like import, and each reference to the Existing Agreement in any other agreements, documents, or instruments executed and delivered pursuant to, or in connection with, the Existing Agreement, will mean and be a reference to the Existing Agreement as amended by this Amendment. 

(a)It has the full right, power, and authority to enter into this Amendment and to perform its obligations hereunder and under the Existing Agreement as amended by this Amendment. 

(b)The execution of this Amendment by the individual whose signature is set forth at the end of this Amendment on behalf of such Party, and the delivery of this 

Amendment by such Party, have been duly authorized by all necessary action on the part of such Party.

(c)This Amendment has been executed and delivered by such Party and (assuming due authorization, execution, and delivery by the other Party hereto) constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.