ASSET PURCHASE AGREEMENT between QSC, LLC, a California limited liability company as the Seller, MOVING iMAGE TECHNOLOGIES, INC., a Delaware corporation as the Buyer Dated as of October 31, 2025

Exhibit 10.1

ASSET PURCHASE AGREEMENT

between

QSC, LLC, a California limited liability company

as the Seller,

MOVING iMAGE TECHNOLOGIES, INC., a Delaware corporation

as the Buyer

Dated as of October 31, 2025

Table of Contents

ARTICLE I		1

1.1	Certain Defined Terms	1

ARTICLE II		4

TRANSITION, PURCHASE, AND SALE		4

2.2	Determination and Payment of Purchase Price.	4

2.5	Closing	5

2.6	Inventory Transition.	6

ARTICLE III		7

REPRESENTATIONS AND WARRANTIES OF THE SELLER		7

3.1	Organization	7

3.2	Authority	7

3.3	No Conflict; Required Filings and Consents	7

3.4	Title to Assets; Condition of Assets	8

ARTICLE IV		8

REPRESENTATIONS AND WARRANTIES OF THE BUYER		8

4.1	Organization	8

4.2	Authority	8

4.3	No Conflict; Required Filings and Consents	9

4.4	Financial Ability	9

4.5	No Other Representations or Warranties	9

ARTICLE V		10

COVENANTS		10

5.1	Notification of Certain Matters	10

5.2	Confidentiality	10

5.3	Regulatory and Other Authorizations	11

5.4	Further Action	11

5.5	Public Announcements	11

ARTICLE VI		12

LIMITED LICENSES		12

ARTICLE VII		14

[Reserved]		14

ARTICLE VIII		14

INDEMNIFICATION		14

8.1	Survival	14

8.2	Indemnification by the Seller	14

8.3	Indemnification by the Buyer	15

8.4	Procedures	15

8.5	Mitigation	17

8.6	Insurance Proceeds and Other Recoveries	17

8.7	Liability Limitations	18

8.8	Exclusive Remedy	18

ARTICLE IX		18

[Reserved]		18

ARTICLE X		18

GENERAL PROVISIONS		18

10.1	Fees and Expenses	18

10.2	Amendment and Modification	18

10.3	Waiver	19

10.4	Notices	19

10.5	Interpretation	20

10.6	Entire Agreement	20

10.7	No Third-Party Beneficiaries	20

10.8	Governing Law	20

10.9	Submission to Jurisdiction	21

10.10	Waiver of Jury Trial	21

10.11	Assignment; Successors	21

10.12	Specific Performance	21

10.13	Currency	21

10.14	Severability	21

10.15	Counterparts	22

10.16	Facsimile or .pdf Signature	22

iii

10.17	Time of Essence	22

10.18	No Presumption against Drafting Party	22

Exhibit

Exhibit

A Form of Bill of Sale

Schedules

2.1(a)

List of Physical Inventory

2.1(b)

List of Personal Property

2.1(c)

List of Products

2.3(a)

List of Sales

2.3(c)

Outstanding Purchase Orders and Purchase Commitments

2.4	List of Suppliers

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of October 31, 2025 (“Effective Date”), is made and entered into by and between QSC, LLC, a California limited liability company (the “Seller”) and MOVING iMAGE TECHNOLOGIES, INC., a Delaware corporation (the “Buyer”). The Buyer and Seller are each referred to as a “Party”, and collectively as the “Parties”.

RECITALS

A. As a part of the Seller’s business, the Seller is engaged in the manufacture, sale and distribution of cinema loudspeakers to the Motion Picture industry with its headquarters in Costa Mesa, California.

B. The Buyer is a manufacturer and distributor of standard and custom designed technology and equipment to the Motion Picture industry with its headquarters and facility located in Fountain Valley, California.

C. The Seller wishes to sell to the Buyer, and the Buyer wishes to purchase the Seller’s Digital Cinema Series product line, the description of which is set forth hereinafter.

AGREEMENT

In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the Parties agree as follows:

ARTICLE I DEFINITIONS

1.1

Certain Defined Terms. For purposes of this Agreement:

“Action” means any claim, action, suit, inquiry, proceeding, audit or investigation by or before any Governmental Authority, or any other arbitration, mediation or similar proceeding.

“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 first Person. For the purposes of the “Affiliate”, the terms “control”, “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, as trustee or executor, as general partner or managing member, by Contract or otherwise, including the ownership, beneficially or of record, directly or indirectly, of 10% or more of any class or series of equity or debt securities of such Person.

“Ancillary Agreements” means the Bill of Sale and all other agreements, documents and instruments required to be delivered by any Party pursuant to this Agreement, and any other agreements, documents or instruments entered into at or prior to the Closing in connection with this Agreement or the Transaction.

“Assets” means the Products, the Inventory and the Personal Property.

“Business” is limited to and means the Seller’s business of manufacturing, marketing, distributing and selling the Products, as conducted on the date hereof.

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by Law to be closed in California, USA.

“Contract” means any contract, agreement, arrangement or understanding, whether written or oral and whether express or implied.

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

“Encumbrance” means any charge, claim, limitation, condition, equitable interest, mortgage, lien, option, pledge, security interest, easement, encroachment, right of first refusal, adverse claim or restriction of any kind, including any restriction on or transfer or other assignment, as security or otherwise, of or relating to use, quiet enjoyment, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“GAAP” means United States generally accepted accounting principles and practices as in effect on the date hereof and as historically applied by the Seller.

“Governmental Authority” means any United States or non-United States federal, state, or local governmental, regulatory or administrative authority, branch, agency or commission or any court, tribunal, or arbitral or judicial body (including any grand jury).

“Intellectual Property” means all intellectual property rights arising from or associated with the following, whether protected, created or arising under the laws of the United States or any other jurisdiction: (i) trade names, trademarks and service marks, logos, symbols, domain names and other Internet addresses or identifiers, trade dress and other indicia of origin, all registrations and applications for any of the foregoing and all goodwill associated therewith (collectively, “Marks”);

(ii) patents and patent applications (collectively, “Patents”); (iii) published and unpublished works of authorship, copyrights therein and thereto, and all registrations and applications for all of the foregoing (collectively, “Copyrights”); (iv) trade secrets, know-how, inventions, methods, processes and processing instructions, technical data, software, computer code, specifications, research and development information, technology (including rights and licenses), business plans, forecasts, product roadmaps, customer lists and any other information, in each case to the extent any of the foregoing derives economic value (actual or potential) from not being generally known to other Persons who can obtain economic value from its disclosure or use, excluding any Copyrights or issued or published Patents that may cover or protect any of the foregoing (collectively, “Trade Secrets”); and (v) moral rights, publicity rights, database rights and any other proprietary or intellectual property rights of any kind or nature that do not comprise or are not protected by Marks, Patents, Copyrights or Trade Secrets.

“Inventory” means the Seller’s finished goods inventory of the Products and all associated parts, materials and components used exclusively for the Products held by or on behalf of the Seller, including any Products in transit and any components and materials held at Supplier locations on consignment or that Seller is otherwise obligated to purchase. A complete and accurate listing of the Inventory and its location is set forth on Schedule 2.1(a).

“Law” means any statute, law, ordinance, regulation, rule, code, executive order, injunction, judgment, decree or order of any Governmental Authority.

“Liabilities” means any and all debts, liabilities and obligations of any kind or nature whatsoever, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including those arising under any Law, Action or Governmental order and those arising under any Contract.

“Person” means an individual, corporation, partnership (general, limited, limited liability or otherwise), limited liability company, syndicate, person, trust, association, organization or other entity, including any Governmental Authority, and including any successor, by merger or otherwise, of any of the foregoing.

“Personal Property” means all equipment, tools, training manuals, application notes, quality control materials, compliance materials, regulatory documentation, vendor information and other tangible personal property owned by the Seller used exclusively in connection with the Products. A listing of the Personal Property is set forth on Schedule 2.1(b).

“Product Liabilities” means, with respect to any Product manufactured, marketed, distributed or sold by the Buyer after Closing, all Liabilities resulting from actual or alleged harm, injury, damage or death to Persons, property or business, irrespective of the legal theory asserted.

“Products” means the Seller’s Digital Cinema Series (also known as “DCS”) loudspeaker product line and all products sold within it, including the Screen Channel (“SC”), Subwoofer (“SB”), Surround (“SR”), and Screen Channel (“RSC”) product lines. A listing of all Products is set forth on Schedule 2.1(c).

“Representatives” means, with respect to any Person, the officers, directors, principals, employees, agents, auditors, advisors, bankers and other representatives of such Person.

“Seller DCS Intellectual Property” means all Intellectual Property owned and used by the Seller in connection with the Products.

“Suppliers” means all current vendors providing materials, components or finished goods comprising the Products. A list of the Suppliers is set forth on Schedule 2.4.

“Taxes” or “Tax” means (i) any and all federal, state, local, foreign and other taxes, assessments, charges, duties, fees, levies or other charges (including interest, penalties or additions to tax or additional amounts with respect thereto), whether disputed or not, including but not limited to net income, gross income, gross receipts, sales, use, ad valorem, value-added, transfer, conveyance, documentary, recording, mortgage, inventory, tangible, intangibles, rent, occupancy, franchise, profits, capital stock, capital, capital gains, net worth, registration, license, lease, service, service use, escheat, withholding, payroll, employment, social security (or similar), social contribution, unemployment, compensation, disability, excise, severance, stamp, occupation, premium, real property, personal property, windfall profits, environmental, customs duties, accumulated earnings, personal holding company, alternative or add-on minimum, estimated and all other taxes of any kind, (ii) any Liability for payment of amounts described in clause (i), whether as a result of transferee liability, of being a member of an affiliated, consolidated, combined or unitary group for any period or otherwise through operation of law and (iii) any Liability for the payment of amounts described in clauses (i) or (ii) as a result of any tax sharing, tax indemnity or tax allocation agreement or any other express or implied agreement to indemnify any other Person.

“Transaction” means the purchase and sale of the Assets and the licensing of the Seller DCS Intellectual Property pursuant to this Agreement and the Ancillary Agreements.

“Warranty Work” means any repair or replacement of any Product required by any limited warranty issued by the Seller on Products sold by the Seller before the Closing Date.

ARTICLE II

TRANSITION, PURCHASE, AND SALE

2.1 Purchase and Sale. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver to the Buyer, and the Buyer, in reliance on the representations, warranties and covenants of the Seller contained herein, shall purchase from the Seller the Assets, free and clear of any debts and/or liabilities and/or encumbrances other than as set forth in this Agreement.

2.2 Determination and Payment of Purchase Price.

(a) The estimated purchase price for the Transaction shall be $1.5 million (“Estimated Purchase Price”) based upon the estimated value of the full cost, based on QSC’s fully-burdened standard cost as recorded in its ERP system (the “Inventory Cost”) and quantities of the Inventory, in each case as set forth on Schedule 2.1(a).

(b) On the Closing Date, the Buyer shall provide to the Seller by wire transfer payment of the Estimated Purchase Price in immediately available funds.

(c) Within 3 days following the Closing, the Buyer may request in writing to conduct a mutual audit of the Inventory. The audit shall be conducted by representatives of the Buyer and the Seller at the Seller’s domestic facilities. Such audit will not take into account any Inventory held by Suppliers, held outside of the United States, or in transit. If the Inventory subject to the audit as determined by the mutual audit differs (greater than or less than) from the estimated value by a variation of 25% or more, then the Estimated Purchase Price shall be adjusted up or down by the percentage variation of the total Inventory Cost, resulting in the adjusted purchase price (“Adjusted Purchase Price”) (by way of illustration, if the Inventory Cost of the Inventory in the quantities determined by the audit is 40% higher than as set forth on Schedule 2.1(a), then the Adjusted Purchase Price will be 140% of the Estimated Purchase Price, or $1.5 million times 140%, equaling $2.1 million). Otherwise, the Adjusted Purchase Price shall be the Estimated Purchase Price. If the Adjusted Purchase Price differs from the Estimated Purchase Price, then the Seller or Buyer, as applicable, will pay the difference to the other Party by wire transfer payment within ten (10) Business Days of the determination of the Adjusted Purchase Price.

2.3

Liabilities Assumed by ▇▇▇▇▇.

(a) From and after the Closing, Buyer shall assume all current and future warranty and non-warranty service obligations on the Products, including all Warranty Work, whether part of the Inventory set forth on Schedule 2.1(a) or otherwise. An accurate and complete list of the sales of Products, including the serial numbers of the associated Products, over the twelve (12) months prior to the Effective Date is set forth on Schedule 2.3(a).

(b) From and after the Closing, Buyer shall assume all Product Liabilities.

(c) From and after the Closing, Buyer shall assume all performance obligations, including payment obligations, under the purchase orders listed on Schedule 2.3(c), and all obligation to pay for any components or materials held at Supplier locations on consignment or that Seller is otherwise obligated to purchase, in each case as set forth on Schedule 2.3(c).

2.4

Seller’s Suppliers. A list of the Suppliers as of the Effective Date is set forth on Schedule 2.4.

2.5

Closing.

(a) The Transaction contemplated by this Agreement shall take place at a closing (the “Closing”) to be held via e-mail exchange of pdf documents. The Closing shall occur simultaneously with the execution of this Agreement on the Effective Date, which will also be the “Closing Date.” The time of the Closing is and shall be deemed effective as of 12:01 a.m. Pacific Time on the Closing Date.

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

(i) A Bill of Sale attached hereto (the “Bill of Sale”) duly executed by the Seller’s President and Chief Operating Officer in the form of Exhibit A; and

(ii) Such other duly executed instruments of assignment, transfer or conveyance, in form and substance reasonably satisfactory to the Buyer, as the Buyer may reasonably request or as may be otherwise necessary or desirable to evidence and effect the sale, assignment, transfer, conveyance and delivery of the Assets to the Buyer and to put the Buyer in actual possession or control of the Assets.

(i) Payment of the Adjusted Purchase Price in accordance with Section 2.2; and

(ii) Such other documents and instruments, in form and substance reasonably satisfactory to the Seller, as the Seller may reasonably request or as may be otherwise necessary or desirable to evidence and affect the sale, assignment, transfer, conveyance and delivery of the Assets, duly executed by the Buyer.

2.6

Inventory Transition.

(a) Within 90 days after the Closing Date, Buyer shall collect the Inventory from Seller’s domestic and international storage facilities. Delivery and freight costs related to the Inventory shall be at the Buyer’s expense, including all importation-related costs, including duties, tariffs, and broker fees. Seller will use commercially reasonable efforts to assist ▇▇▇▇▇ in making logistics arrangements, including by making introduction to current logistics service providers and offering reasonable access to its personnel for coordination during the 90-day period after the Closing Date.

(b) The Seller will terminate accepting any new orders from customers for Products prior to the Closing Date. To the extent orders can be fulfilled with Products in the possession of the Seller prior to Closing, Seller will fulfill and retain all revenue related to pre-Closing orders. Any quantities of Products and related components and supplies necessary to fulfill such orders will be retained by the Seller and will not be included the Inventory or in any calculation of the Estimated Purchase Price or Adjusted Purchase Price (“Retained Inventory”). Any order that is existing as of the Closing Date that the Seller cannot fulfill using Retained Inventory will be canceled by the Seller and the Seller will seek the consent of the customer to provide Buyer with the customer’s contact information for potential replacement or future orders. For six (6) months following the Closing, the Seller will seek the consent of each customer who inquires about the Products to provide Buyer with the customer’s contact information.

(c) Following the Closing, Seller will notify the Suppliers that the Transaction has occurred and will use commercially reasonable efforts to introduce Buyer to the Suppliers and assist with the orderly transition of business with such Suppliers from Seller to Buyer.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller hereby represents and warrants to the Buyer as of the Closing Date (or, if a representation or warranty is made as of a specified date, as of such date) as follows:

3.1 Organization. The Seller is a limited liability company duly organized and validly existing under the laws of the State of California. The Seller has all requisite power and authority to own, lease and operate its Assets and to carry on the Business as now conducted.

3.2 Authority. The Seller has all requisite authority and full legal capacity to enter into and perform the Seller’s obligations under this Agreement and to consummate the Transaction. This Agreement has been, and upon its execution each of the Ancillary Agreements to which the Seller will be a party will have been, duly executed and delivered by the Seller and, assuming due execution and delivery by each of the other Parties hereto and thereto, this Agreement constitutes, and upon its execution each of the Ancillary Agreements to which the Seller will be a party will constitute, the legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No further action on the part of the Seller is or will be required in connection with the Transaction.

3.3 No Conflict; Required Filings and Consents.

(a) The execution, delivery and performance by the Seller of this Agreement and each of the Ancillary Agreements to which the Seller will be a party, and the consummation of the Transaction, do not and will not:

(i) Conflict with or violate the articles of organization, operating agreement or any other governing document of the Seller;

(ii) Conflict with or violate any Law applicable to the Seller or by which the Seller is bound or affected; or

(iii) Result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under, require any consent of or notice to any Person pursuant to, give to others any right of termination, amendment, modification, acceleration or cancellation of, allow the imposition of any fees or penalties, require the offering or making of any payment or redemption, give rise to any increased, guaranteed, accelerated or additional rights or entitlements of any Person or otherwise adversely affect any rights of the Seller under, or result in the creation of any Encumbrance on any asset of the Seller pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other Contract to which the Seller is a party or by which the Seller, its properties or assets may otherwise be bound or affected.

(b) The Seller is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery or performance by the Seller of this Agreement or any of the Ancillary Agreements to which it will be a party or the consummation of the Transaction or in order to prevent the termination of any right, privilege, license or qualification of or affecting the Seller.

3.4 Title to Assets; Condition of Assets. To the knowledge of the Seller, each item of Personal Property is in good operating condition and repair and is appropriate for the use to which it is being put, and none of such Personal Property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE BUYER

The Buyer hereby represents and warrants to the Seller as follows:

4.1 Organization. The Buyer is a Corporation duly incorporated, validly existing and in good standing under the laws of the state of Delaware and qualified and doing business in the state of California and with full power and authority to own, lease and operate its properties and to carry on its business as it is now being conducted.

4.2 Authority. The Buyer has full power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it will be a party, to perform its obligations hereunder and thereunder and to consummate the Transaction. The execution, delivery and performance by the Buyer of this Agreement and the consummation by the Buyer of the Transaction have been duly and validly authorized by all necessary corporate action. This Agreement has been, and upon its execution each of the Ancillary Agreements to which the Buyer will be a party will have been, duly executed and delivered by the Buyer and, assuming due execution and delivery by each of the other Parties hereto and thereto, this Agreement constitutes, and upon their execution each of the Ancillary Agreements to which the Buyer will be a party will constitute, the legal, valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity).

4.3 No Conflict; Required Filings and Consents.

(a) The execution, delivery and performance by the Buyer of this Agreement and each of the Ancillary Agreements to which the Buyer will be a party, and the consummation of the Transaction, do not and will not:

(i)

Conflict with or violate the articles of incorporation or bylaws of the Buyer;

(ii)

Conflict with or violate any Law applicable to the Buyer; or

(iii) Result in any breach of, constitute a default (or an event that, with notice or lapse of time or both, would become a default) under or require any consent of any Person pursuant to, any note, bond, mortgage, indenture, agreement, lease, license, permit, franchise, instrument, obligation or other contract to which the Buyer is a party; except for any such conflicts, violations, breaches, defaults or other occurrences that do not, individually or in the aggregate, materially impair the ability of the Buyer to consummate, or prevent or materially delay, the Transaction or would reasonably be expected to do so.

(b) The Buyer is not required to file, seek or obtain any notice, authorization, approval, order, permit or consent of or with any Governmental Authority in connection with the execution, delivery or performance by the Buyer of this Agreement or any of the Ancillary Agreements to which it will be party or the consummation of the Transaction.

4.4 Financial Ability. The Buyer intends either to finance the transactions contemplated by this Agreement with an existing bank relationship or to make the payment in Section 2.2 with cash on hand. The Buyer acknowledges that it has and will have sufficient cash funds to remit to the Seller the Adjusted Purchase Price. The Buyer is not insolvent will not be rendered insolvent as a result of the consummation of the Transaction. Immediately after giving effect to the consummation of the Transaction: (i) the Buyer will be able to pay its Liabilities as they become due in the ordinary course of its business; (ii) the Buyer will not have unreasonably small capital with which to conduct the Business; (iii) the Buyer will have assets (calculated at fair market value) that exceed its respective Liabilities; and (iv) taking into account all pending and threatened litigation as of the Closing Date, final judgments against the Buyer in actions for money damages are not reasonably anticipated to be rendered at a time when, or in amounts such that, the Buyer will be unable to satisfy any such judgments promptly in accordance with their terms (taking into account the maximum probable amount of such judgments in any such actions and the earliest reasonable time at which such judgments might be rendered) as well as all other obligations of the Buyer. The cash available to the Buyer, after taking into account all other anticipated uses of the cash, will be sufficient to pay all such debts and judgments promptly in accordance with their terms.

4.5 No Other Representations or Warranties. The Buyer has not relied on any statement, representation or warranty of the Seller or any of its Affiliates or Representatives with respect to the subject matter of this Agreement or the Transaction other than the representations and warranties of the Seller in ARTICLE III or any other Ancillary Agreement to which the Seller is a party.

ARTICLE V

COVENANTS

5.1 Notification of Certain Matters. The Seller shall give prompt written notice to the Buyer of (a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the consummation of the Transaction or (b) any Action pending or, to the knowledge of the Seller, threatened against either Party relating to the Transaction.

5.2 Confidentiality.

(a) Each of the Parties shall hold, and shall cause its Representatives to hold, in confidence all documents and information furnished to it by or on behalf of the other Party in connection with the Transaction pursuant to the terms of the Mutual Non-Disclosure Agreement between the Seller and Buyer, dated June 6, 2025 (the “Confidentiality Agreement”). If for any reason this Agreement is terminated, the Confidentiality Agreement shall nonetheless continue in full force and effect in accordance with its terms.

(b) Following the Closing Date, the Seller shall not use for its own benefit, or divulge or convey to any third party, any Confidential Information of the Buyer; provided, however, that the Seller may furnish such portion (and only such portion) of the Confidential Information as the Seller reasonably determines it is legally obligated to disclose if: (i) it receives a request to disclose all or any part of the Confidential Information under the terms of a subpoena, civil investigative demand or order issued by a Governmental Authority; (ii) to the extent not inconsistent with such request, it notifies the Buyer of the existence, terms and circumstances surrounding such request and consults with the Buyer on the advisability of taking steps available under applicable Law to resist or narrow such request; (iii) it exercises, at Buyer’s expense, all rights and procedures reasonably available to obtain an order or other reliable assurance that confidential treatment will be accorded to the disclosed Confidential Information; and (iv) disclosure of such Confidential Information is required to prevent the Seller from being held in contempt or becoming subject to any other penalty under applicable Law. Notwithstanding the foregoing, each of the Parties may disclose Confidential Information as necessary to enforce its respective rights under this Agreement and any Ancillary Agreements. For purposes of this Agreement, “Confidential Information” includes, but is not limited to, of all information and data relating to the Business (including Intellectual Property, customer and supplier lists, pricing information, marketing plans, market studies, client development plans, business acquisition plans and all other information or data) or the Transaction, except for data or information that is or becomes available to the public other than as a result of a breach of this Section.

5.3

Regulatory and Other Authorizations.

(a) Each of the Parties shall use commercially reasonable efforts to promptly obtain (i) all authorizations, consents, orders and approvals of all Governmental Authorities and (ii) import and export compliance documentation and certifications that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and the Ancillary Agreements and the continued sale of the Products and will cooperate fully with the other Party in promptly seeking to obtain all such authorizations, consents, orders and approvals. Buyer will assume the role as the legal manufacturer on product labeling for Products other than the Inventory and agrees to update product packaging and documentation to reflect Buyer’s name and address for all Products other than the Inventory, assuming responsibility for compliance with all applicable product safety directives. All compliance certifications will be the responsibility of the Buyer. In support of this obligation, the Seller will provide technical documentation in its possession related solely to the Products reasonably requested by the Buyer to assist in obtaining product certifications following the Closing.

(b) The Buyer and the Seller shall promptly notify the other Party of any communication it or any of its Affiliates receives from any Governmental Authority relating to the matters that are the subject of this Agreement and permit the other Party to review in advance any proposed communication by such Party to any Governmental Authority. Neither the Buyer nor the Seller shall agree to participate in any meeting with any Governmental Authority in respect of any filings, investigation or other inquiry unless it consults with the other Party in advance and, to the extent permitted by such Governmental Authority, gives the other Party the opportunity to attend and participate at such meeting. Subject to the Confidentiality Agreement, the Buyer and the Seller will provide each other with copies of all correspondence, filings or communications between them or any of their Representatives, on the one hand, and any Governmental Authority or members of its staff, on the other hand, with respect to this Agreement and the Transaction.

5.4 Further Action. The Buyer and the Seller shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, to do or cause to be done all things necessary, proper or advisable under applicable Law, and to execute and deliver such documents and other papers, as may be required to carry out the provisions of this Agreement and consummate and make effective the Transaction, including, on and after the Closing Date, the Seller assisting the Buyer in obtaining any third-party consents that have not been obtained as of the Closing.

5.5 Public Announcements. No press release or public announcement related to this Agreement, the Ancillary Agreements or the transactions contemplated hereby or thereby, shall be issued or made by any Party (nor will any Party permit any of its Affiliates or Representatives to do any thereof) without the prior written approval of the Seller and the Buyer, not to be unreasonably withheld or delayed.

ARTICLE VI

LIMITED LICENSES

6.1 Limited Trademark License.

(a) The Parties acknowledge that some of the existing Products in the Inventory include Seller’s trademark “QSC” (“Seller’s Trademark”) currently affixed by Seller thereto. As of the Closing Date, Seller hereby grants to the Buyer a limited license to use Seller’s Trademark as it appears on Products in the Inventory, solely for the purpose of permitting Buyer to sell such Products in the Inventory with Seller’s Trademark thereon without any modification or alteration thereto.

(b) The license granted in this Section 6.1 does not allow the Buyer to:

(i) use or affix Seller’s Trademark in connection with any other Products that do not include Seller’s Trademark affixed thereto by Seller prior to the Closing Date, or

(ii) use Seller’s Trademark in any other manner, including in marketing materials (except for images of the Products purchased under this Agreement having Seller’s Trademark affixed thereon by the Seller prior to the Closing Date).

(c) The license granted in this Section 6.1 shall terminate upon the sooner to occur of (i) the sale in the ordinary course of business, or otherwise the disposal or transfer, of all Products in the Inventory that include Seller’s Trademark; and (ii) the date that is 24 months after the Closing Date. Except as specifically provided in this Section 6.1, the Seller retains all rights to Seller’s Trademark, as well as all other rights, privileges, and remedies granted and reserved to the owner of a mark, trademark, tradename or logo under the laws of the state of California, the United States, and any other country in which Seller’s Trademark is in use, whether registered or not.

6.2 Limited License of Other Intellectual Property.

(a) The Parties acknowledge that some of the Products are covered by Intellectual Property owned by the Seller, including but not limited to U.S. Patent No. 7,367,423, issued May 6, 2008.

(b) Subject to the terms and conditions of this Agreement, Seller hereby grants to Buyer a fully paid-up, royalty-free, worldwide, and irrevocable license to use the Seller DCS Intellectual Property (including without limitation U.S. Patent No. 7,367,423) solely for the purpose of manufacturing, marketing, distributing, commercializing, and selling the Products (hereinafter, the “Licensed IP”). This license includes a license to produce derivative works of copyrighted and copyrightable material used in connection with the Products in the Inventory, including but not limited to technical documentation and component labels on printed circuit boards, provided, however, that such derivative works do not include Seller’s trademark or any reference to Seller. For avoidance of doubt, the Licensed IP under this Section 6.2 does not include Seller’s Trademark and does not permit Buyer to use the Licensed IP for any other purpose other than the manufacture, marketing, distribution, commercialization, and sale of the Products and modifications thereto.

(c) If Buyer modifies the Products in any way after delivery or produces new products that are modified in any way from Seller’s original design, Buyer shall be solely responsible for ensuring that the modified Product complies with all applicable laws, regulations, and standards in any jurisdiction in which the modified Product is marketed, sold, distributed, or used. Seller makes no representations or warranties regarding the compliance of any modified Product with such laws, and ▇▇▇▇▇ agrees to indemnify, defend, and hold harmless Seller from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys’ fees) arising out of or related to Buyer’s modification of the Product and the sale or use of the modified Product.

(d) In support of Section 6.2(b), Seller shall provide to Buyer copies of source files for technical documentation and component labels used with the Products in the Inventory, to the extent such documentation is reasonably available to Seller. Such source files shall be provided in the format they are stored in Seller’s own information technology system. At Seller’s option, Seller may provide source files to the Buyer that have been modified to remove Seller’s trademark and/or any other reference to Seller.

6.3 Intellectual Property Enforcement.

(a) The Seller retains all rights, in its sole discretion, to institute or prosecute any action or proceeding against third parties for or by reason of any infringement of Seller’s Trademark or the Licensed IP, and the proceeds of such an action or proceeding shall be solely for the benefit of the Seller.

(b) Upon request, each Party shall reasonably cooperate with the other as necessary for the prosecution of any proceeding described in this Section, all at the expense of the Seller.

6.4 Covenants of Buyer. The Buyer agrees that it shall not directly or indirectly challenge, or assist any third party in challenging, the validity, enforceability, or scope of any of the Licensed IP in any forum, including but not limited to courts, patent offices, or administrative agencies. In the event that the Buyer breaches this Section, Seller shall have the right to immediately terminate the licenses granted in Section 6.1 and Section 6.2 upon written notice to Buyer, without prejudice to any other rights or remedies available to Seller under law or equity. In addition, ▇▇▇▇▇ shall reimburse Seller for all costs and expenses (including reasonable attorneys’ fees) incurred in responding to or defending against such challenge.

ARTICLE VII

[Reserved]

ARTICLE VIII

INDEMNIFICATION

8.1 Survival.

(a) The representations and warranties of the Seller and the Buyer contained in this Agreement and any schedule, certificate or other document delivered pursuant hereto or in connection with the Transaction shall survive the Closing until the date that 24 months following the Closing Date; provided, however, that:

(i) The representations and warranties of the Seller set forth in Section 3.1 (Organization), Section 3.2 (Authority) and Section 3.3(a) (No Conflict; Required Filings and Consents) (such Sections collectively, the “Seller Fundamental Representations”), the representations and warranties of the Buyer set forth in Section 4.1 (Organization), Section 4.2 (Authority), and Section 4.3(a) (No Conflict; Required Filings and Consents) (such Sections collectively, the “Buyer Fundamental Representations”) and any claim relating to fraud or intentional misconduct shall survive indefinitely; and

(b) Notwithstanding the foregoing subpart (a), the indemnification obligations set forth in this ARTICLE VIII shall survive until any claims under this ARTICLE VIII for which a timely Claim Notice has been delivered are finally resolved in accordance with the terms of this ARTICLE VIII.

(c) The covenants and agreements of the Seller and the Buyer contained in this Agreement shall survive in accordance with their respective terms.

(d) Neither the Seller nor the Buyer shall have any liability with respect to any representations, warranties, covenants or agreements unless notice of an actual or threatened claim, or of discovery of any facts or circumstances that the Seller or the Buyer, as the case may be, reasonably believes may result in a claim, hereunder is given to the Buyer or the Seller, as the case may be, prior to the expiration of the applicable survival period, if any, for such representation, warranty, covenant or agreement, in which case such representation, warranty, covenant or agreement shall survive as to such claim until such claim has been finally resolved.

8.2 Indemnification by the Seller. Other than for Warranty Work claims pertaining to the Products manufactured or sold by the Seller at any time, from and after the Closing Date, the Seller shall save, defend, indemnify and hold harmless the Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnified Parties”) from and against, and shall compensate and reimburse each of the foregoing for, any and all losses, damages, Liabilities, deficiencies, claims, interest, awards, judgments, penalties, costs and expenses (including reasonable attorneys’ fees, costs and other out-of-pocket expenses reasonably incurred in investigating, preparing or defending the foregoing) (hereinafter collectively, “Losses”), asserted against, incurred, sustained or suffered by any of the foregoing as a result of, arising out of or relating to:

(a) any breach of any representation or warranty made by the Seller in this Agreement or any Ancillary Agreements (other than a breach of any of the Seller Fundamental Representations);

(b) any breach of any of the Seller Fundamental Representations; and

8.3 Indemnification by the Buyer. From and after the Closing Date, the Buyer shall save, defend; indemnify and hold harmless the Seller, its Affiliates and their respective Representatives (collectively, the “Seller Indemnified Parties”) from and against, and shall compensate and reimburse each of the foregoing for, any and all Losses asserted against, incurred, sustained or suffered by any of the foregoing as a result of, arising out of or relating to:

(a) any breach of any representation or warranty made by the Buyer contained in this Agreement or any Ancillary Agreements (other than a breach of any of the Buyer Fundamental Representations);

(b) any breach of any of the Buyer Fundamental Representations;

(d) Warranty Work claims that pertain to the Products at any time, either before or after the Closing; and

(e) any claims related to Product Liabilities.

8.4 Procedures.

(a) A Party seeking indemnification (the “Indemnified Party”) in respect of a Loss arising out of or involving a claim or demand made against the Indemnified Party by any Person not a party to this Agreement (a “Third Party Claim”) shall deliver notice (a “Claim Notice”) in respect thereof to the Party against whom indemnity is sought (the “Indemnifying Party”) with reasonable promptness after receipt by such Indemnified Party of notice of the Third Party Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this ARTICLE VIII except to the extent that the Indemnifying Party is actually prejudiced by such failure.

(b) The Indemnifying Party shall have the right, upon written notice to the Indemnified Party within 15 days of receipt of a Claim Notice from the Indemnified Party in respect of such Third Party Claim, to assume the defense thereof at the expense of the Indemnifying Party (which expenses shall not be applied against any indemnity limitation herein) with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the Indemnifying Party does not expressly elect to assume the defense of such Third Party Claim within the time period and otherwise in accordance with the first sentence of this Section 8.4(b), the Indemnified Party shall have the sole right to assume the defense of and to settle such Third Party Claim. If the Indemnifying Party assumes the defense of such Third Party Claim, the Indemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party or (ii) the named parties to the Third Party Claim (including any impleaded parties) include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party reasonably determines that representation by counsel to the Indemnifying Party of both the Indemnifying Party and such Indemnified Party may present such counsel with a conflict of interest. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall, at the Indemnifying Party’s expense, cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as is reasonably requested by the Indemnifying Party. If the Indemnifying Party assumes the defense of any Third Party Claim, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, enter into any settlement or compromise or consent to the entry of any judgment with respect to such Third Party Claim if such settlement, compromise or judgment (A) involves a finding or admission of criminal liability, (B) does not include an unconditional written release by the claimant or plaintiff of the Indemnified Party from all Liability in respect of such Third Party Claim or (C) imposes equitable remedies or any obligation on the Indemnified Party other than solely the payment of money damages for which the Indemnified Party will be indemnified hereunder subject to Section 8.5 below.

(c) An Indemnified Party seeking indemnification in respect of a Loss that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party (a “Direct Claim”) shall deliver a Claim Notice in respect thereof to the Indemnifying Party with reasonable promptness after becoming aware of facts supporting such Direct Claim, and shall provide the Indemnifying Party with such information with respect thereto as the Indemnifying Party may reasonably request. The failure to deliver a Claim Notice, however, shall not release the Indemnifying Party from any of its obligations under this ARTICLE VIII except to the extent that the Indemnifying Party is actually prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to the Indemnified Party pursuant to this ARTICLE VIII. If the Indemnifying Party does not notify the Indemnified Party within 30 days following its receipt of a Claim Notice in respect of a Direct Claim that the Indemnifying Party disputes its liability to the Indemnified Party hereunder, such Direct Claim specified by the Indemnified Party in such Claim Notice shall be conclusively deemed a Liability of the Indemnifying Party hereunder and the Indemnifying Party shall pay the amount of such Liability to the Indemnified Party on demand. If the Indemnifying Party agrees that it has an indemnification obligation but asserts that it is obligated to pay a lesser amount than that claimed by the Indemnified Party, such lesser amount shall be deemed a Final Loss Amount payable in accordance with Section 8.6 below, without prejudice to or waiver of the Indemnified Party’s claim for the difference.

(d) The Indemnifying Party shall not be entitled to require that any action be made or brought against any other Person before action is brought or claim is made against it hereunder by the Indemnified Party.

(e) Notwithstanding the provisions of Section 10.9, each Indemnifying Party hereby consents to the nonexclusive jurisdiction of any court in which an Action in respect of a Third Party Claim is brought against any Indemnified Party for purposes of any claim that an Indemnified Party may have under this Agreement with respect to such Action or the matters alleged therein and agrees that process may be served on each Indemnifying Party with respect to such claim anywhere.

8.5 Mitigation. Each Party will make commercially reasonably efforts to mitigate Losses upon becoming aware of any event or circumstances for which it may seek to impose liability on another party, except that no Party will be required to (i) commence any action, suit, claim or proceeding against any Person even if it would otherwise be commercially reasonable to do so, or (ii) take any Tax position to maximize or minimize any Tax increase or Tax decrease that would be taken into account when calculating the after-tax basis of any payment of any Losses.

8.6 Insurance Proceeds and Other Recoveries. Under no circumstances will the possibility of a future insurance or other recovery be a basis (i) for reducing liability for Losses prior to the receipt of those insurance proceeds or other recovery, or (ii) for limiting, postponing or delaying satisfaction of any obligation under this ARTICLE VIII. If, following satisfaction of a Party’s obligation under this ARTICLE VIII with respect to certain Losses, a Party that received a payment under this ARTICLE VIII subsequently receives any insurance proceeds or other recovery, the Party that receives the insurance proceeds or recovery will promptly pay-over to the Party that made the payment under this ARTICLE VIII an amount necessary to avoid any double recovery arising out of the particular facts and circumstances for which the insurance proceeds or other recovery is received, except to the extent that the Party that made the payment under this ARTICLE VIII is subject to potential liability for Losses that are the subject of any claim notice for Losses for which liability or the amount of Losses has not been established, in which event the Party that received the insurance proceeds or other recovery must solely pay-over the amount that exceeds the amounts to which that Party may be entitled under this ARTICLE VIII. Insurance proceeds or other recoveries required to be paid-over will be reduced, to the extent not taken into account when Losses were calculated, by any actual costs, expenses or additional premiums incurred primarily in connection with obtaining such insurance proceeds or other recovery.

8.7 Liability Limitations. The aggregate amount of the Seller’s obligations under this ARTICLE VIII for any claims made under Section 8.2(a) and Section 8.2(b) will not exceed the Adjusted Purchase Price. The aggregate amount of the Buyer’s obligations under this ARTICLE VIII for any claims made under Section 8.3(a) and Section 8.3(b) will not exceed the Adjusted Purchase Price. Notwithstanding anything to the contrary contained in this Agreement, neither Seller nor Buyer will be liable under this ARTICLE VIII for any Losses stemming from consequential, punitive, special, incidental or indirect damages except to the extent awarded by a court of competent jurisdiction in connection with a Third Party Claim.

8.8 Exclusive Remedy. Except in the event of fraud or intentional misconduct and as provided in Section 10.11, each Party’s sole and exclusive remedy and recourse with respect to any and all claims under the this Agreement or any Ancillary Agreements, or relating to the Transaction, regardless of the legal theory under which such liability or obligation may be sought to be imposed, whether sounding in contract or tort, or whether at law or in equity, or otherwise, shall be as provided in this ARTICLE VIII.

ARTICLE IX

[Reserved]

ARTICLE X

GENERAL PROVISIONS

10.1 Fees and Expenses. Except as otherwise provided herein, all fees and expenses incurred in connection with or related to this Agreement and the Ancillary Agreements and the Transaction shall be paid by the Party incurring such fees or expenses, whether or not the Transaction is consummated. In the event of termination of this Agreement, the obligation of each Party to pay its own expenses will be subject to any rights of such Party arising from a breach of this Agreement by the other.

10.2 Amendment and Modification. This Agreement may not be amended, modified or supplemented in any manner, whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed by the Buyer and the Seller.

10.3 Waiver. No failure or delay of either Party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the Parties hereunder are cumulative and are not exclusive of any rights or remedies which they would otherwise have hereunder. Any agreement on the part of either Party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such Party.

10.4 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given (a) on the date of delivery if delivered personally, or if by facsimile or e-mail, upon written confirmation of receipt by facsimile, e-mail or otherwise, (b) on the first Business Day following the date of dispatch if delivered utilizing a next-day service by a recognized next-day courier or (c) on the earlier of confirmed receipt or the fifth Business Day following the date of mailing if delivered by registered or certified mail, return receipt requested, postage prepaid. All notices hereunder shall be delivered to the addresses set forth below, or pursuant to such other instructions as may be designated in writing by the Party to receive such notice:

If to the Buyer to:

MOVING iMAGE TECHNOLOGIES, INC.

▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇ ▇

Fountain Valley, CA 92708

Attn: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇

Email: ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

with copies (which

shall not constitute

notice) to:

▇▇▇▇ ▇▇▇▇▇▇▇ - ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

▇▇▇▇▇ ▇▇▇▇▇▇ - ▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇

If to the Seller, to:

Acuity Inc.

▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇, ▇▇▇. ▇▇▇▇

Atlanta, GA 30309 Attention: General Counsel

Email: ▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

with a copy (which

shall not constitute

notice) to:

Acuity Inc.

▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇, ▇▇▇. ▇▇▇▇

Atlanta, GA 30309

Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇

Email: ▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇.▇▇▇

10.5 Interpretation. When a reference is made in this Agreement to a Section, Article, Exhibit or Schedule such reference shall be to a Section, Article, Exhibit or Schedule of this Agreement unless otherwise indicated. The table of contents and headings contained in this Agreement or in any Exhibit or Schedule are for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All words used in this Agreement will be construed to be of such gender or number as the circumstances require. Any capitalized terms used in any Exhibit or Schedule but not otherwise defined therein shall have the meaning as defined in this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth herein. The word “including” and words of similar import when used in this Agreement will mean “including, without limitation,” unless otherwise specified. The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to the Agreement as a whole and not to any particular provision in this Agreement. The term “or” is not exclusive and shall be construed to have the same meaning and effect as “and/or.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” References to days mean calendar days unless otherwise specified.

10.6 Entire Agreement. This Agreement (including the Exhibits and Schedules hereto), the Ancillary Agreements and the Confidentiality Agreement constitute the entire agreement, and supersede all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings between the Parties with respect to the subject matter hereof and thereof. Notwithstanding any oral agreement or course of conduct of the Parties or their Representatives to the contrary, the Parties shall be under no legal obligation to enter into or complete the Transaction unless and until this Agreement shall have been executed and delivered by each of the Parties.

10.7 No Third-Party Beneficiaries. Except for the rights of an Indemnified Party under ARTICLE VIII, nothing in this Agreement, express or implied, is intended to or shall confer upon any Person other than the Parties and their respective successors and permitted assigns any legal or equitable right, benefit or remedy of any nature under or by reason of this Agreement.

10.8 Governing Law. This Agreement and all disputes or controversies arising out of or relating to this Agreement and the Transaction shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, USA, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware, USA.

10.9 Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the courts of the State of Delaware, or the Federal courts located in the state of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

10.10 Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

10.11 Assignment; Successors. Neither this Agreement nor any of the rights, interests or obligations under this Agreement may be assigned or delegated, in whole or in part, by operation of law or otherwise, by either Party without the prior written consent of the other Party, and any such assignment without such prior written consent shall be null and void; provided, however, the Buyer may, at any time prior to the Closing, assign all or any part of its rights and obligations under this Agreement without such consent to an Affiliate of the Buyer if such assignee delivers an instrument in writing confirming that it is bound by and shall perform all of the obligations of the Buyer assigned to it under this Agreement as if such assignee were an original signatory hereto and provided, further, that the Buyer shall not be relieved of its obligations hereunder.

10.12 Specific Performance. The Parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. Accordingly, each of the Parties shall be entitled to seek specific performance of the terms hereof, including an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, this being in addition to any other remedy to which such Party is entitled at law or in equity. Each of the Parties hereby further waives (a) any defense in any action for specific performance that a remedy at law would be adequate and (b) any requirement under any law to post security as a prerequisite to obtaining equitable relief.

10.13 Currency. All references to “dollars” or “$” or “US$” in this Agreement or any Ancillary Agreement refer to United States dollars, which is the currency used for all purposes in this Agreement and any Ancillary Agreement.

10.14 Severability. Whenever possible, each provision or portion of any provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable Law, but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or portion of any provision in such jurisdiction, and this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

10.15 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by the Parties and delivered to the other Parties.

10.16 Facsimile or .pdf Signature. This Agreement may be executed by facsimile or .pdf signature and a facsimile or .pdf signature shall constitute an original for all purposes.

10.17 Time of Essence. Time is of the essence with regard to all dates and time periods set forth or referred to in this Agreement.

10.18 No Presumption against Drafting Party. Each of the Buyer and the Seller acknowledges that each Party has been represented by legal counsel in connection with this Agreement and the Transaction. Accordingly, any rule of law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the drafting party shall have no application and is expressly waived.

[The rest of this page is intentionally left blank]

IN WITNESS WHEREOF, the Buyer and the Seller have caused this Agreement to be executed as of the date first written above, by their respective duly authorized officers.

	SELLER:

	QSC, LLC


	By:	/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
		Name: ▇▇▇▇▇ ▇▇▇▇▇▇
		Title: Senior Vice President and Chief Financial Officer


	BUYER:

	MOVING iMAGE TECHNOLOGIES, INC.

	By:	/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Title: President & COO

EXHIBIT A

Form of Bill of Sale

[See Attached]

BILL OF SALE

This Bill of Sale (this “Bill of Sale”), dated as of , 2025 (the “Effective Date”), is by and among QSC, LLC, a California limited liability company (“Seller”), and MOVING iMAGE TECHNOLOGIES, INC., a Delaware corporation (“Buyer”).

WITNESSETH:

WHEREAS, pursuant to a certain Asset Purchase Agreement, dated as of 2025, made and entered into by and between Buyer and Seller (the “Purchase Agreement”), Seller agreed to sell, transfer, assign, convey and deliver all of Seller’s right, title and interest in and to the Assets, including the Inventory and the Personal Property as these terms are defined in the Purchase Agreement (the “Tangible Assets”), to Buyer, and Buyer agreed to purchase and acquire the Tangible Assets from Seller, on terms and subject to conditions more fully described in the Purchase Agreement.

WHEREAS, capitalized terms used herein, but not otherwise defined, shall have the meanings specified in the Purchase Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and pursuant to the terms and subject to the conditions of the Purchase Agreement, Buyer and Seller hereby agree as follows:

AGREEMENT:

Sale. In consideration of Seller’s receipt of the Adjusted Purchase Price, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller does hereby sell, transfer, assign, convey and deliver to Buyer, and ▇▇▇▇▇ does hereby accept, for all purposes as of the Closing, all of the right, title and interest of Seller in, to and under the Assets, free and clear of all Encumbrances, except for Permitted Encumbrances, to have and to hold forever.

Governing Agreement. This Bill of Sale is expressly made subject to the terms and provisions of the Purchase Agreement. The delivery of this Bill of Sale shall not affect, alter, enlarge, diminish or otherwise impair any of the representations, warranties, covenants, conditions, indemnities, terms or provisions of the Purchase Agreement, and all the representations, warranties, covenants, conditions, indemnities, terms and provisions contained in the Purchase Agreement shall survive the delivery of this Bill of Sale to the extent, and in the manner, set forth in the Purchase Agreement. In the event of a conflict between the terms and provisions of this Bill of Sale and the terms and provisions of the Purchase Agreement, the terms and provisions of the Purchase Agreement shall govern and control.

Successors and Assigns. The provisions of this Bill of Sale shall bind Seller and its successors and permitted assigns and inure to the benefit of ▇▇▇▇▇ and its respective successors and permitted assigns.

Interpretation. Titles and headings to sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Bill of Sale. Whenever the context requires in this Bill of Sale, the singular shall include the plural, and vice versa. This Bill of Sale shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

Execution in Counterparts. This Bill of Sale may be executed and delivered in two (2) or more original, facsimile or PDF counterparts, each of which shall be deemed an original, all of which together shall constitute one and the same document.

Governing Law. This Bill of Sale shall be governed by, and construed in accordance with, the internal laws of the State of Delaware USA, without regard to conflict of laws principles of any jurisdiction.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, ▇▇▇▇▇▇ and ▇▇▇▇▇ have executed this Bill of Sale as of the Effective Date.

	Accepted and Agreed:


	Seller:

	QSC, LLC


	By:
		▇▇▇▇▇ ▇▇▇▇▇▇
		Senior Vice President and Chief Financial Officer


	Buyer:

	MOVING iMAGE TECHNOLOGIES, INC.

	By:
		▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
		Its: President & COO

ASSET PURCHASE AGREEMENT between QSC, LLC, a California limited liability company as the Seller, MOVING iMAGE TECHNOLOGIES, INC., a Delaware corporation as the Buyer Dated as of October 31, 2025

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