Form 8-K

8-K — KUSTOM ENTERTAINMENT, INC.

Accession: 0001493152-26-030046

Filed: 2026-06-25

Period: 2026-06-24

CIK: 0001342958

SIC: 3663 (RADIO & TV BROADCASTING & COMMUNICATIONS EQUIPMENT)

Item: Entry into a Material Definitive Agreement

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-10.1 (ex10-1.htm)

EX-99.1 (ex99-1.htm)

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8-K

8-K (Primary)

Filename: form8-k.htm · Sequence: 1

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0001342958

2026-06-24

iso4217:USD

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

Form

8-K

CURRENT

REPORT

Pursuant

to Section 13 or 15(d) of the

Securities

Exchange Act of 1934

Date

of Report (Date of earliest event reported): June 24, 2026

KUSTOM

ENTERTAINMENT, INC.

(Exact

Name of Registrant as Specified in Charter)

Nevada

001-33899

20-0064269

(State

or other Jurisdiction

(Commission

(IRS

Employer

Incorporation)

File

Number)

Identification

No.)

6366

College Blvd., Overland Park, KS 66211

(Address

of Principal Executive Offices) (Zip Code)

(913)

814-7774

(Registrant’s

telephone number, including area code)

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☐

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of exchange on which registered

Common

Stock, $0.001 par value per share

KUST

The

Nasdaq Capital Market LLC

Item

1.01 Entry into a Material Definitive Agreement.

June 24, 2026, Kustom Entertainment, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Acquisition

Agreement”) with Cycurion, Inc., a Delaware corporation (“Buyer”). Pursuant to the Acquisition Agreement, the Company

will sell to Buyer all assets of the Company relating to the video-solutions division, including the development, sale, licensing, support

and servicing of video hardware, camera products, platforms, software and software solutions (the “Business”). The Company

shall sell, transfer, convey, assign and deliver to Buyer all of the Company’s right, title and interest in all assets, claims,

rights and interests used primarily in or held for the use of the Business (the “Acquired Assets”). The transaction

is anticipated to close on July 15, 2026.

consideration for the sale, assignment and delivery of the Acquired Assets and in consideration of the other agreements contained in

Acquisition Agreement, Buyer will pay to the Company an aggregate consideration consisting of: (i) a cash payment of One Million Two

Hundred Fifty Thousand Dollars ($1,250,000.00), (ii) a Secured Promissory Note in the original principal amount of Four Million Two Hundred

Fifty Thousand Dollars ($4,250,000), (iii) contingent cash consideration of up to One Million Dollars ($1,000,000) payable solely upon

satisfaction of the applicable earnout conditions set forth herein and in the Earnout Agreement (as defined in the Acquisition Agreement),

and (iv) warrants to purchase up to 2,000,000 shares of Buyer’s common stock at an exercise

price of $2.80 per share.

Pursuant

to the Acquisition Agreement, the parties will enter into a registration rights agreement, pursuant to which, Buyer would be required

to file a shelf registration statement covering the resale of the shares of Buyer’s common stock issuable upon exercise of the

warrants described above (up to 2,000,000 shares), subject to the terms and conditions of such registration rights agreement.

The

consummation of the transactions contemplated by the Acquisition Agreement is subject to the satisfaction or waiver of various closing

conditions set forth in the Acquisition Agreement and a related conditions precedent agreement entered into by the parties. Such conditions

include, among other, satisfactory completion of financial, accounting, operational and business due diligence; reconciliation and validation

of financial information and projections; delivery of carve-out financial statements and supporting documentation sufficient to satisfy

audit and U.S. Securities and Exchange Commission (the “SEC”) reporting requirements; approval by the boards of directors

of both companies; execution and delivery of ancillary transaction documents; obtaining any required third-party consents; entering arrangements

with key employees and contractors identified by Buyer; and, the absence of a material adverse effect on the Business. There can be no

assurance that the conditions precedent will be satisfied or waived or that the transaction will close on the anticipated timeframe or

at all.

The

foregoing summary provides only a brief description of the Acquisition Agreement. The summary does not purport to be complete and is

qualified in its entirety by the full text of such document, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.

Item

8.01 Other Information.

June 25, 2026, the Company issued a press release announcing the execution of the Acquisition Agreement. A copy of the press

release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

See

the Exhibit Index below, which is incorporated by reference herein.

Exhibit

No.

Description

10.1#*

Asset Purchase Agreement dated June 24, 2026

99.1

Press

Release dated June 25, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

# Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K as the Company has determined they (1) are not material and (2) are the type that the Company treats as private or confidential. The Company hereby agrees to furnish a copy of any omitted portion to the SEC upon request.

* Schedules or exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto duly authorized.

Date:

June 25, 2026

Kustom

Entertainment, Inc.

By:

/s/

Stanton E. Ross

Name:

Stanton

E. Ross

Title:

Chairman,

President and Chief Executive Officer

EX-10.1

Filename: ex10-1.htm · Sequence: 2

Exhibit

10.1

CERTAIN

IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS A TYPE OF INFORMATION THAT

THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. [***] INDICATES THAT INFORMATION HAS BEEN REDACTED.

Cycurion,

inc.,

BUYER,

and

kustom

entertainment, inc.,

seller.

ASSET

PURCHASE AGREEMENT

June

24, 2026

TABLE

OF CONTENTS

Page

Article

1 BASIC TRANSACTION

Section

1.1

Purchase

and Sale of Acquired Assets

Section

1.2

Liens.

Section

1.3

Assumption

of Liabilities

Section

1.4

Excluded

Liabilities.

Section

1.5

Further

Assurances

Section

1.6

Purchase

Price.

Section

1.7

Closing

Section

1.8

Allocation

of Purchase Price.

Section

1.9

Consensts

Article

2 REPRESENTATIONS AND WARRANTIES OF SELLER

Section

2.1

Organization

and Good Standing.

Section

2.2

Power,

Authorization and Validity.

Section

2.3

Violation of Existing Agreements or Laws; Third Party Consents.

Section

2.4

Capitalization;

Ownership of the Assets.

Section

2.5

Litigation

Section

2.6

Intellectual

Property.

Section

2.7

Books

and Records

Section

2.8

Taxes

Section

2.9

Regulatory

Approvals

Section

2.10

Employees

and Independent Contractors

Section

2.11

SEC

Reports; Financial Statements; Collection of Receivables.

Section

2.12

Absence

of Certain Events.

Section

2.13

Contracts

Section

2.14

Compliance

with Laws.

Section

2.15

Undisclosed Liabilities.

Section

2.16

Insurance

Policies

Section

2.17

Real

Property.

Section

2.18

Suppliers

Section

2.19

Related-Party

Transactions.

Section

2.20

No-Shop

Clause.

Section

2.21

Brokers

Section

2.22

Investment

Intent

Section

2.23

General

Solicitation

Section

2.24

Accredited

Investor

Section

2.25

Access

to Information

Section

2.26

Certain

Trading Activities

Section

2.27

Reliance

on Exemptions

Section

2.28

[Reserved]

Section

2.29

Privacy;

Data Security

Section

2.30

Disclosure

Section

2.31

Additional Representations and Warranties

Article

3 REPRESENTATIONS AND WARRANTIES OF BUYER

Section

3.1

Organization

and Good Standing.

Section

3.2

Power,

Authorization and Validity.

Section

3.3

Violations of Existing Agreements or Laws.

Section

3.4

Brokers

Section

3.5

Litigation

Section

3.6

Disclosure

Section

3.7

Valid

Issuance of Securities

Section

3.8

General Solicitation

Section

3.9

Additional Representations or Warranties

Article

4 SURVIVAL OF REPRESENTATIONS, INDEMNIFICATION

Section

4.1

Survival

of Representations.

Section

4.2

Agreement

to Indemnify.

Section

4.3

Indemnification

by Seller

Section

4.4

Indemnification

by Buyer

Section

4.5

Defense

of Claims.

Section

4.6

Survival

of Claims.

Section

4.7

Limitations

Section

4.8

Duplicative Recovery

Section

4.9

Mitigation

of Damages

Section

4.10

Insurance

Proceeds

Section

4.11

Order

of Recovery

Section

4.12

Adjustment

of Purchase Price for Tax Purposes

Section

4.13

Exclusive

Remedy

Article

5 POST-CLOSING COVENANTS

Section

5.1

Confidentiality.

Section

5.2

Registration

Rights.

Section

5.3

Pro

Forma Financials.

Section

5.4

Public

Announcements.

Section

5.5

Communications

in Connection with Sale of Business.

Section

5.6

No-Shop

Clause.

Section

5.7

Accounts

Receivable.

Section

5.8

Maintenance

of Legal Existence.

Section

5.9

Cooperation;

Tax Matters

Article

6 MISCELLANEOUS

Section

6.1

Termination.

Section

6.2

Governing

Law.

Section

6.3

Assignment;

Binding Upon Successors and Assigns.

Section

6.4

Severability.

Section

6.5

Counterparts.

Section

6.6

Amendment

and Waivers.

Section

6.7

Notices

Section

6.8

Construction

of Agreement.

Section

6.9

Absence

of Third Party Beneficiary Rights.

Section

6.10

Entire

Agreement.

Section

6.11

Expenses.

Section

6.12

Fees

and Costs.

Section

6.13

Dispute

Resolution.

iii

ASSET

PURCHASE AGREEMENT

Asset

Purchase Agreement (the “Agreement”) dated as of June 24, 2026 by and between CYCURION, INC., a Delaware corporation

(“Buyer”), and KUSTOM ENTERTAINMENT, INC., a Nevada corporation (“Seller”).

RECITALS:

WHEREAS,

Seller is engaged in the business of owning and operating mobile video surveillance technologies, including body-worn cameras, in-car

video systems, and digital evidence management solutions for law enforcement, public safety and commercial sectors; and

WHEREAS,

Buyer desires to purchase all assets of Seller relating to the video-solutions division, including the development, sale, licensing,

support and servicing of video hardware, camera products, platforms, software and software solutions (the “Business”),

and Seller desires to sell all assets to Buyer relating to the Business, upon the terms and conditions set forth herein.

NOW,

THEREFORE, in consideration of the foregoing and the mutual agreements contained herein, and other valuable consideration, the receipt

and adequacy of which are acknowledged, the parties agree as follows:

Article

BASIC TRANSACTION

Section

1.1 (a) Purchase and Sale of Acquired Assets.

Subject

to and upon the terms and conditions of this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”),

Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller all of Seller’s

right, title and interest in all assets, claims, rights and interests used primarily in or held for the use of the Business by Seller

to the extent owned by Seller or its Affiliates (as defined below) (collectively, the “Acquired Assets”), including

without limitation the following, in whatever and all media they exist:

(i)

all contracts relating to the Business, including, without limitation, contracts with customers, agreements, all vendor contracts, venue

contracts, advertising orders, licenses, “barter” agreements, contractor agreements, lease rights and all other written or

oral contracts relating to the ownership or operation of the Business, including those Material Contracts listed on Schedule 2.13(a)

attached hereto (collectively, the “Contracts”);

(ii)

all IP Rights (as defined below) of each Seller owned or used by Seller in the Business, including (a) all patents, patent applications,

trademarks, service marks, trade names, domain names copyrights, and mask works, (b) software (source code and object code), firmware,

APIs, SDKs, databases, documentation, and related materials and (c) trade secrets, know-how, algorithms and proprietary processes,

(iii)

all goodwill associated with the Acquired Assets, all rights to sue and recover for and remedies against uncured past, present and future

infringements or wrongful use thereof, and rights of priority and protection of interests as may exist therein under the laws of any

jurisdiction worldwide;

(iv)

all inventory relating to or arising out of the ownership or operation of the Business, and all publications, raw materials, work-in-process

and finished goods related to or used in the operation of the Business, except those set forth in Schedule 1.1(a)(iv);

(v)

all books, records, files, data, regulatory filings, and operating manuals relating to the ownership or operation of the Business;

(vi)

all permits, licenses and governmental authorizations (to the extent transferable), private authorizations, and similar intangible assets

relating to the ownership or operation of the Acquired Assets;

(vii)

all plans and work in progress related to the Business;

(viii)

all content, information, publications, documentation and databases (in whatever and all forms, including electronic) pertaining to the

Business, including all exhibitor application forms, editorial rights and all data and files relating to customers, clientele, membership,

sponsor and prospect lists, mailing and subscriber lists, advertiser lists and attendee lists, and all historical information on each;

(ix)

all photography and promotional materials related to the Business;

(x)

all claims and causes of action, known and unknown, and all miscellaneous rights relating exclusively to or arising out of the operation

of the Business;

(xi)

any assets set forth in Schedule 1.1(a); and

(xii)

all other rights and properties primarily relating to or arising out of the ownership or operation of the Business.

(b)

Excluded Assets. Notwithstanding anything in Section 1.1(a) to the contrary, the Acquired Assets do not include the following

(the “Excluded Assets”):

(xiii)

the Seller’s taxpayer and other corporate identification numbers, seals, minute books, stock transfer books, and other documents

relating to the formation, organization, maintenance and existence of Seller as a corporation (or other entity, as applicable) and/or

books and records solely relating to Excluded Assets or Excluded Liabilities (as defined below);

(xiv)

the Seller’s records relating to tax and accounting matters;

(xv)

the Seller’s cash, cash equivalents and marketable securities;

(xvi)

the rights to the Seller’s claims for any federal, state, local or foreign tax refunds;

(xvii)

All bank accounts and other depository accounts in existence at the Closing Date;

(xviii)

employment agreements and employee benefit plans;

(xix)

any assets related to employee benefits plans;

(xx)

insurance policies;

(xxi)

leases related to any real property leased by the Seller (other than, for the avoidance of doubt, the property located at 6366 College

Boulevard);

(xxii)

any assets listed on Schedule 1.1(b) attached hereto;

(xxiii)

any of the rights of the Seller under this Agreement (or under any agreement between the Seller, on the one hand, and Buyer, on the other

hand, entered into on or after the date of this Agreement).

Section

1.2 No Liens.

Seller

shall sell and transfer the Acquired Assets to Buyer free and clear of all liens, pledges, mortgages, charges, options, debts, or other

encumbrances of any character whatsoever (“Liens”), excluding Permitted Liens. “Permitted Liens”

mean (i) Liens for Taxes (as defined below), assessments and other charges of governmental authorities not yet due and payable or, to

the extent set forth on Schedule 1.2, being contested in good faith by appropriate proceedings for which collection or

enforcement against the property is stayed and (ii) mechanics’, workmen’s, repairmen’s,

warehousemen’s, carriers’ or other like liens arising or incurred in the ordinary course of business or by operation of Law

(as defined below); provided that the underlying obligations are not delinquent. Seller shall ensure that any Permitted Liens

relating to Taxes are satisfied or terminated after the Closing.

Section

1.3 Assumption of Liabilities.

Subject

to and upon the terms and conditions of this Agreement, at the Closing, Buyer shall assume and become responsible for, and only for,

the following liabilities of each Seller (the “Assumed Liabilities”): (i) all obligations of each Seller arising under

the Contracts on and after the Closing Date (as defined below), to the extent such obligations and liabilities were incurred under the

Contracts in the ordinary and usual course of business in accordance with their terms; and (ii) accounts payable that relate directly

to operations of the Business , to the extent such accounts payable are non-delinquent and were incurred in the ordinary and usual course

of business in accordance with applicable terms and conditions. The Assumed Liabilities shall in no event include any Liabilities (as

defined below) arising out of or related to the Excluded Liabilities. The Assumed Liabilities shall also not include Liabilities of any

other character arising from any taxes that are accrued and unpaid until the Closing (except for accrued payroll and sales and use tax

amounts accrued but unpaid in the ordinary course of business as of the Closing Date) or related to any breach of contract, breach of

warranty, tort, infringement, or violation of any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common

law, judgment, decree, other requirement or rule of law of any governmental authority (“Laws”), alleged or actual,

by Seller. The term “Liabilities” shall mean any liability, claim, demand, expense, cost, debt, damage, deficiency,

commitment, obligation or responsibility, known or unknown, direct or indirect, fixed or unfixed, liquidated or unliquidated, secured

or unsecured, accrued, absolute, contingent or otherwise. The term “Claims” shall mean any and all claims, damages,

actions, suits, proceedings, demands, assessments, adjustments, payments, costs and expenses including without limitation, reasonable

and documented legal fees; provided that, “Claims” shall exclude any and all exemplary and punitive damages unless

actually awarded to a third party in a claim. Such terms, conditions and limitations are further outlined in the form hereto attached

in Schedule 1.1(c).

Section

1.4 Excluded Liabilities.

Buyer

will not assume or have any responsibility with respect to any Liabilities of Seller not included within the definition of Assumed Liabilities,

any refunds, rebates or credits owed by Seller relating to or arising out of services or events that occur on or prior to the Closing

Date and any other Liabilities with respect to the ownership or operation of Seller’s assets

or businesses prior to the Closing (the “Excluded Liabilities”). Such terms, conditions and limitations are

further outlined in the form hereto attached in Schedule 1.1(d).

Section

1.5 Further Assurances.

any time and from time to time after the Closing, at Buyer’s reasonable request and without further consideration, the applicable

Seller shall promptly execute and deliver such instruments of sale, transfer, conveyance, assignment and confirmation, and take such

other action, as Buyer may reasonably request to more effectively transfer, convey and assign to Buyer, and to confirm Buyer’s

title to, all of the Acquired Assets, and to carry out the purpose and intent of this Agreement. From and after the Closing, and for

so long as required for Buyer to comply with its obligations under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”), any applicable

securities exchange on which Buyer’s securities are listed or quoted, and applicable accounting standards, Seller shall, and shall

cause its affiliates and representatives to, promptly upon reasonable request by Buyer: (a) provide such financial, operating, statistical,

contractual and other information relating to the Acquired Assets, the Business or the transactions contemplated by this Agreement as

Buyer reasonably determines is necessary or advisable to enable Buyer to prepare and file required reports, registrations, certifications

or disclosures (including Forms 8-K, 10-Q, 10-K, registration statements, proxy statements and similar filings) or to respond to comments,

inquiries or requests from the SEC or any securities exchange; (b) provide reasonable access to knowledgeable personnel, books and records,

work papers and supporting documentation to the extent necessary for Buyer’s auditors to complete audits, reviews or other procedures

required in connection with Buyer’s public reporting obligations; and (c) cooperate in good faith with Buyer in connection with

any SEC, exchange or accounting inquiry or review relating to periods prior to the Closing or the Purchased Assets. Seller shall not

be required to provide information to the extent doing so would violate applicable Law or contractual confidentiality obligations; provided,

however, that Seller shall use commercially reasonable efforts to obtain any required consents or provide such information in a form

that does not violate such obligations. Buyer shall reimburse Seller for reasonable and documented out-of-pocket costs incurred in complying

with this Section, unless such information is required due to Seller’s breach of this Agreement.

Section

1.6 Purchase Price.

(a)

In consideration for the sale, assignment and delivery of the Acquired Assets to Buyer and in consideration of the other agreements of

Seller contained in this Agreement, Buyer shall pay to Seller aggregate consideration consisting of: (i) a cash payment of One Million

Two Hundred Fifty Thousand Dollars ($1,250,000.00) (the “Cash Payment”), (ii) a Secured Promissory Note in the original

principal amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000) (the “Secured Promissory Note”),

(iii) contingent cash consideration of up to One Million Dollars ($1,000,000) payable solely upon satisfaction of the applicable earnout

conditions set forth herein and in the Earnout Agreement (the “Earnout”), and (iv) warrants to purchase up to 2,000,000

shares of Buyer’s common stock as described in Section 1.6(b)(v) (the “Warrants”) (collectively, the “Purchase

Price”).

(b)

The Purchase Price for the Acquired Assets shall contain the following components and be payable as follows:

(i)

Cash Payment. In consideration for the sale, assignment and delivery of the Acquired Assets, Seller shall receive a cash payment

of One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00) at Closing.

(ii)

Secured Promissory Note. In consideration for the sale, assignment and delivery of the Acquired Assets, Seller shall receive the

Secured Promissory Note issued by Buyer in the original principal amount of Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00).

The Secured Promissory Note shall bear interest at a rate of seven percent (7.00%) per annum on the outstanding principal balance and

shall have a term of three (3) years. Buyer shall make monthly payments of principal and interest pursuant to the terms of the Secured

Promissory Note; provided, however, that Buyer shall not be required to make minimum monthly payments in excess of amounts expressly

set forth therein. Buyer may prepay the Secured Promissory Note, in whole or in part, at any time without premium or penalty. Any discount

applicable in connection with any full prepayment of the Secured Promissory Note shall be solely as expressly set forth in the form of

Secured Promissory Note, substantially in the form attached as Exhibit I. In the event of any conflict between this Agreement

and the Secured Promissory Note, the terms of the Secured Promissory Note shall control.

(iii)

Security Agreement. As security for Buyer’s obligations under the Secured Promissory Note, Buyer shall enter into a Security

Agreement in substantially the form attached hereto as Exhibit J, pursuant to which Seller shall be granted a security

interest solely in the collateral expressly identified therein. The Security Agreement shall set forth the specific terms, conditions,

covenants, limitations, and remedies applicable thereto. Notwithstanding anything to the contrary herein, the Security Agreement shall

not encumber any assets of Buyer other than the Acquired Assets and proceeds thereof, except as expressly set forth in Exhibit

J. Upon payment in full of all obligations under the Secured Promissory Note, Seller shall promptly release all liens and security

interests granted pursuant to the Security Agreement.

(iv)

Earnout Payment. Based solely upon the achievement of the earnout performance criteria expressly set forth in the earnout and

clawback agreement attached hereto as Exhibit M (the “Earnout Agreement”), Seller may become entitled to receive

an Earnout of up to an additional One Million Dollars ($1,000,000) in contingent cash consideration. The Earnout, if any, shall be earned

only to the extent the applicable performance metrics and other conditions set forth in the Earnout Agreement are timely satisfied, and

any Earnout payment shall be subject to reduction, offset, forfeiture, or clawback as expressly provided therein. For the avoidance of

doubt, no Earnout amount shall be due unless and until the applicable performance criteria are achieved in accordance with the terms

of the Earnout Agreement. The specific terms, conditions, methodologies, calculation procedures, limitations, dispute resolution procedures,

and applicable Pro Forma Financial metrics relating to the Earnout are set forth in Exhibit M, which shall control in the

event of any inconsistency with this Agreement.

(v)

Warrants. The Seller shall receive Warrants to purchase up to 2,000,000 shares of Buyer’s common stock at an exercise price

of $2.80 per share, pursuant to a warrant agreement substantially in the form attached hereto as Exhibit K (the “Warrant

Agreement”). The Warrants shall become exercisable only in accordance with the terms and conditions of the Warrant Agreement,

including any applicable vesting, transferability, regulatory, securities law and beneficial ownership limitations set forth therein.

The exercise period for the Warrants shall commence on the date the Warrants become exercisable pursuant to the Warrant Agreement (the

“Initial Exercise Date”) and shall expire at 5:00 p.m. New York time on the date that is two (2) years following the

Initial Exercise Date, after which any unexercised Warrants shall automatically terminate and be of no further force or effect. The Warrants

and the shares issuable upon exercise thereof (the “Warrant Shares”) shall be subject to dilution adjustments, exercise

limitations, blackout restrictions, and other terms and conditions expressly set forth in the Warrant Agreement, which shall control

in the event of any inconsistency with this Agreement.

(vi)

Leak-Out. The Warrant Shares issuable upon exercise of the Warrants shall be subject to a Leak-Out Agreement substantially in

the form attached hereto as Exhibit N (the “Leak-Out Agreement”). Pursuant to the Leak-Out Agreement,

Seller, together with its affiliates and permitted transferees, shall be subject to customary restrictions on the sale, transfer, hedging,

or other disposition of the Warrant Shares for a period of twelve (12) months following the date on which the Registration Statement

covering such Warrant Shares is declared effective by the SEC. During such period, neither Seller nor any permitted transferee may, on

any trading day, sell shares of Buyer’s common stock issuable upon exercise of the Warrants in an amount greater than ten percent

(10%) of the trading volume of Buyer’s common stock reported for the immediately preceding trading day, in each case subject to

the terms and conditions of the Leak-Out Agreement. The Leak-Out Agreement shall further provide for customary acknowledgements regarding

compliance with applicable securities laws, stock exchange rules, insider trading policies, and transfer restrictions. Buyer shall have

the right, in its sole discretion, to approve or deny any requested waiver, amendment, or suspension of the Leak-Out Agreement, and any

such waiver, amendment, or suspension must be in writing signed by Buyer. Buyer may, in its sole discretion, temporarily suspend, modify,

or permanently terminate the Leak-Out Agreement, in whole or in part, if Buyer determines in good faith that such restrictions are adversely

affecting the trading market for Buyer’s common stock, creating a chilling effect on investor interest or trading activity, facilitating

orderly market transactions, or otherwise serving Buyer’s commercial or strategic interests. The issuance of the Warrants and any

Warrant Shares shall remain subject to compliance with applicable law and regulatory requirements, and Buyer shall not be obligated to

issue any securities in violation thereof.

Section

1.7 The Closing.

(a)

The Closing shall take place remotely by the exchange of documents and signatures (whether original, fax or PDF) and other Closing deliverables

no later than the second (2nd) Business Day on which the conditions to the Closing set forth herein are satisfied or waived,

or such other date as is mutually agreed to by the Seller and Buyer (the “Closing Date”). The transfer of the Acquired

Assets by Seller to Buyer and the assumption of Assumed Liabilities by Buyer shall be deemed to occur as of 11:59 p.m., New York time

on June 30, 2026. The transfer of the Acquired Assets shall be effected by the execution and delivery by Seller of bills of sale and

instruments of assignment, and the assumption of the Assumed Liabilities shall be effected by the execution and delivery by Buyer of

instruments of assumption, as set forth below.

(b)

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

(i)

An Assignment and Assumption Agreement, substantially in the form attached hereto as Exhibit A (the “Assignment

and Assumption Agreement”), executed by Seller;

(ii)

An Intellectual Property Assignment Agreement in recordable form, substantially in the form attached hereto as Exhibit B

(the “IP Assignment Agreement”), executed by Seller;

(iii)

A Bill of Sale, substantially in the form attached hereto as Exhibit C (the “Bill of Sale”), executed

by Seller;

(iv)

A Non-Competition and Non-Solicitation Agreement, executed by certain key employees, contractors officers and sellers, substantially

in the form attached hereto as Exhibit D (the “Non-Competition and Non-Solicitation Agreements”);

(v)

An Employment Agreement, executed by certain key employees, substantially in the form attached hereto as Exhibit E (the

“Key Employment Agreement”);

(vi)

An Employment Agreement, executed by certain key employees, substantially in the form attached hereto as Exhibit F (the

“Essential Employment Agreement” and with the Key Employment Agreement, the “Employment Agreements”);

(vii)

A Contractor Agreement, executed by certain key contractors, substantially in the form attached hereto as Exhibit G (the

“Contractor Agreement”);

(viii)

A Shared Services Agreement, executed by Seller, substantially in the form attached hereto as Exhibit H (the “Shared

Services Agreement”), executed by Seller;

(ix)

A Registration Rights Agreement (the “Registration Rights Agreement”), substantially in the form attached hereto as

Exhibit L, executed by the Seller;

(x)

The Earnout Agreement, substantially in the form attached hereto as Exhibit M, executed by the Seller;

(xi)

The Leak-Out Agreement, substantially in the form attached hereto as Exhibit N, executed by the Seller;

(xii)

A Conditions Precedent Agreement (the “Conditions Precedent Agreement”), outlining any and all outstanding conditions which

must be satisfied in order to close and effectuate this Asset Purchase Agreement, substantially in the form attached hereto as Exhibit

P, executed by Seller;

(xiii)

Copies of all consents listed on Schedule 2.3;

(xiv)

A certificate of the Secretary of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by

the board of directors of Seller authorizing the execution, delivery and performance of this Agreement and the Seller Ancillary Agreements

to which it is a party, and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in

full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby;

(xv)

A certificate signed by an authorized executive officer of Seller certifying (i) the representations and warranties of Seller contained

in this Agreement (disregarding any exception or qualification of such representations and warranties that are qualified by the terms

“material”, “in all material respects”, “Material Adverse Effect”, or similar words or phrases) shall

be true and correct as of the date of this Agreement and as of the Closing as if made as of the Closing (except to the extent such representations

and warranties by their terms speak as of an earlier date, in which case they shall be true and correct as of such date), in all material

respects; (ii) since the date of this Agreement, there shall have been no Material Adverse Effect with respect to the Acquired Assets

or Business that has occurred and is continuing;

(xvi)

Any and all payoff letters and releases necessary to evidence that Seller has paid in full any outstanding indebtedness affecting the

Acquired Assets, executed by all applicable parties; and

(xvii)

The Seller shall use its best efforts to obtain tax clearance certificate as is customarily issued by the taxing authorities of the State

of Nevada has been ordered (regarding the payment by Seller of franchise, withholding, income and sales taxes, as applicable).

(c)

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

(i)

The Assignment and Assumption Agreement, executed by Buyer;

(ii)

The IP Assignment Agreement, executed by Buyer;

(iii)

The Bill of Sale, executed by Buyer;

(iv)

Cash Payment of One Million Two Hundred Fifty Thousand Dollars ($1,250,000.00);

(v)

The Non-Competition and Non-Solicitation Agreements, each executed by Buyer and Seller;

(vi)

The Employment Agreements, each executed by Buyer;

(vii)

The Contractor Agreement, each executed by Buyer;

(viii)

The Shared Services Agreement, executed by Buyer;

(ix)

The Secured Promissory Note, executed by Buyer;

(x)

The Security Agreement, executed by Buyer;

(xi)

The Warrant Agreement to purchase Common Stock, executed by Buyer;

(xii)

The Registration Rights Agreement, executed by Buyer;

(xiii)

The Earnout Agreement, executed by Buyer;

(xiv)

The Leak-Out Agreement, executed by Buyer;

(xv)

The Conditions Precedent Agreement, executed by Buyer;

(xvi)

A certificate of the Secretary of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the

board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements

to which it is a party, and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in

full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and

(xvii)

A certificate signed by an authorized executive officer of Buyer certifying the representations and warranties of Buyer contained in

this Agreement (disregarding any exception or qualification of such representations and warranties that are qualified by the terms “material”,

“in all material respects”, “Material Adverse Effect”, or similar words or phrases) shall be true and correct

as of the date of this Agreement and as of the Closing as if made as of the Closing (except to the extent such representations and warranties

by their terms speak as of an earlier date, in which case they shall be true and correct as of such date), in all material respects.

(d)

The obligations of Buyer under this Agreement and the Buyer Ancillary Agreements shall be subject to the approval of the Board of Directors

of Buyer of this Agreement, the Buyer Ancillary Agreements and the transactions contemplated hereby and thereby. In the event such approval

has not been obtained on or prior to the Closing Date, Buyer may terminate this Agreement upon written notice to Seller without liability,

except for obligations that expressly survive termination.

Section

1.8 Allocation of Purchase Price.

The

parties acknowledge and agree that the Purchase Price was negotiated and concluded on the basis of the component asset values set forth

on Schedule 1.9 attached

hereto in accordance with the respective fair market value of the Acquired Assets and the requirements of Internal Revenue Code (the

“Code”) Section 1060 and the Treasury regulations promulgated thereunder. Buyer

and Seller shall report, act and file Tax Returns (as defined below, including, but not limited to, Internal Revenue Service Form 8594)

in all respects and for all purposes consistent with Schedule 1.9. Neither Buyer nor

Seller shall take any position (whether in audits, Tax Returns or otherwise) that is inconsistent with Schedule 1.9 unless

required by a final “determination” within the meaning of Section 1313(a) of the Code.

Section

1.9 Consents.

there are any consents listed on Schedule 2.3 that have not yet been obtained (or otherwise are not in full force and effect)

as of the Closing Date, in the case of each Contract as to which such consent was not obtained (or otherwise is not in full force and

effect) (a “Restricted Contract”), Buyer may waive the closing condition as to any such consent and accept the assignment

of such Restricted Contract, in which case, as between Buyer and the applicable Seller, such Restricted Contract shall to the maximum

extent practicable, be transferred at the Closing pursuant to the Assignment and Assumption Agreement, and the applicable Seller shall

continue to use its commercially reasonable efforts to, and shall, obtain the consent as quickly as possible. If Seller has not obtained

all such consents on or before the date that is sixty (60) days from the Closing Date, Buyer shall have the right to indemnification

pursuant to Article 4 hereof for any and all damages it suffers related to or arising from the failure of Seller to obtain

such consent.

Article

REPRESENTATIONS AND WARRANTIES OF SELLER

used herein, the term “Seller’s Knowledge” or “Knowledge of Seller” shall mean the actual

knowledge of each of Chief Executive Officer, Stanton E. Ross and Chief Financial Officer, Thomas J. Heckman, after reasonable due inquiry,

including reasonable due inquiry of Chief Accounting Officer, Jason Guo, and Chief Operating Officer, Peng Han, in their capacities as

officers of Kustom Entertainment, Inc.. Seller represents and warrants that, except as disclosed in the disclosure schedules attached

hereto (the “Disclosure Schedules”) and delivered to Buyer herewith:

Section

2.1 Organization and Good Standing.

(a)

Seller is a corporation duly incorporated, organized, validly existing and in good standing under the laws of the State of Nevada, with

the power and authority to own, operate and lease its properties and to carry on its business as now conducted and as currently contemplated

to be conducted. Seller is duly qualified to do business and in good standing in all jurisdictions in which its ownership of property

or the character of its business requires such qualification, expect where the failure to be so qualified has not, individually or in

the aggregate, been material to the Business.

(b)

Except as set forth on Schedule 2.1(b), Seller does not have any conflicting investment or other ownership interest in

any entity and is not a participant in any joint venture, partnership, limited liability company, or similar arrangement that competes

with, conducts activities substantially similar to, or otherwise creates a material conflict of interest with the Business or the day-to-day

operation thereof.

(c)

Buyer has been provided complete and correct copies of the currently effective organizational documents of Seller and any other entity

listed on Schedule 2.1(b).

Section

2.2 Power, Authorization and Validity.

(a)

Seller has the right, power and authority to enter into and perform its obligations under this Agreement and the other agreements provided

for herein to which it is a party (the “Seller Ancillary Agreements”) and to consummate the transactions contemplated

hereby and thereby. This Agreement and the Seller Ancillary Agreements to which Seller is a party have been or will be by the Closing

duly executed and delivered by Seller. The execution, delivery and performance of this Agreement and the Seller Ancillary Agreements

to which Seller is a party have been duly and validly approved and authorized by all necessary corporate action on the part of Seller,

and no further action is required on the part of Seller to authorize this Agreement and Seller Ancillary Agreements to which it is a

party and the transactions contemplated hereby and thereby.

(b)

No filing with, authorization from or consent or approval of any governmental body, agency, official or authority is necessary or required

to be made or obtained to enable Seller to enter into, and to perform its obligations under, this Agreement and the Seller Ancillary

Agreements or the consummation of the transactions contemplated hereby and thereby.

(c)

No vote, consent or approval of the holders of any capital stock or other equity interests of Seller is required to authorize the execution,

delivery or performance of this Agreement, the Seller Ancillary Agreements or the consummation of the transactions contemplated hereby

and thereby, other than such vote, consent or approval as has been duly obtained and remains in full force and effect.

(d)

Assuming the due authorization, execution and delivery by the other parties thereto, this Agreement and the Seller Ancillary Agreements

to which each Seller is party are valid and binding obligations of Seller, enforceable against it in accordance with their respective

terms, except as may be limited by (A) applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, or other

similar Laws affecting the rights of creditors generally, (B) rules of Law governing specific performance, injunctive relief and other

equitable remedies, and (C) general principles of equity and public policy. Seller and its subsidiaries are not in default under and

has not violated any provision of its governing documents.

Section

2.3 No Violation of Existing Agreements or Laws; Third Party Consents.

Neither

the execution and delivery of this Agreement or the Seller Ancillary Agreements, nor the consummation of the transactions contemplated

hereby or thereby, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation

of (i) any provision of the organizational documents of Seller, (ii) any instrument, contract or agreement to which Seller is a party

or by which it is bound, or (iii) any federal, state, local or foreign Law applicable to Seller or its assets or properties. Seller has

utilized its best efforts to collectively obtain all consents and approvals of third parties that are required in connection with the

consummation by Seller of the transactions contemplated by this Agreement, and a true, correct and complete list of such consents and

approvals is set forth on Schedule 2.3.

Section

2.4 Capitalization; Ownership of the Assets.

(a)

The authorized, issued and outstanding equity ownership of Seller is as set forth on Schedule 2.4.

(b)

Seller has good and marketable title to the Acquired Assets and is the true and lawful owners of the Acquired Assets, and has the right

to sell and transfer to Buyer good and marketable title to such Acquired Assets, free and clear of any Lien, other than Permitted Liens.

The delivery to Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good title to the Acquired

Assets in Buyer, free and clear of all Liens.

Section

2.5 Litigation.

There

is no unsatisfied judgment against Seller, the Business or any of the Acquired Assets outstanding. Except as set forth on Schedule

2.5, during the past five (5) years, Seller has not been a party to or, threatened with, any litigation, suit, action, investigation,

proceeding or controversy before any court, administrative agency or other governmental authority (collectively, “Legal Proceedings”)

relating to or affecting the Acquired Assets or the Business or which affects or which may affect Seller’s right to perform this

Agreement in accordance with its terms, and neither the Business nor any Acquired Asset is party or subject to any Legal Proceedings.

Section

2.6 Intellectual Property.

(a)

Schedule 2.6(a) contains a complete and accurate list of all material unregistered and registered trademarks (and applications

therefor), trade dress, service marks, slogans, corporate names and trade names, Internet domain names, websites, registered copyrights,

patents (and applications therefor), computer programs or program rights, software source code and software licenses (other than “shrink-wrap”

licensed programs, program rights, software, source code or databases licensed to Seller under non-exclusive software licenses granted

to end-user customers by third parties in the ordinary course of business of such third parties’ businesses with aggregate annual

payments due thereunder of less than $1,000), material intellectual property licenses and other similar material intangible property

rights and interests (“Seller’s Intellectual Property”) owned or licensed by Seller and used in connection with

the Business. Schedule 2.6(a) indicates, as to each item listed therein, whether such item is owned by Seller or used by

Seller under license from a third party. Seller’s rights to Seller’s Intellectual Property are referred to herein as the

“IP Rights.” Other than Seller’s Intellectual Property as set forth on Schedule 2.6(a), no other

material intellectual property is necessary to conduct the Business as currently conducted. Except as set forth on Schedule 2.6(a),

Seller’s use of the IP Rights and its operation of the Business do not violate, conflict with or infringe on the intellectual property

rights of any third Person, and no third Person (as defined below) has made or, to Seller’s Knowledge, threatened to make any claims

that the operation of the Business is in violation of, conflicts with or infringes on any intellectual property rights of any third Person.

To Seller’s Knowledge, no third party is in violation of or is infringing upon the IP Rights or any other intellectual property

rights of Seller that form part of the Acquired Assets.

(b)

All of Seller’s Intellectual Property which is owned by Seller has been created solely by (i) employees of Seller within the scope

of their employment, each of whom (except as set forth on Schedule 2.6(b)) is subject to an assignment obligation to Seller

or (ii) independent contractors of Seller who (except as set forth on Schedule 2.6(b)) have executed agreements assigning

all right, title, and interest in such Intellectual Property to Seller. None of Seller’s Intellectual Property that constitutes

trade secrets or software source code has been published or disclosed except pursuant to valid and binding non-disclosure agreements.

Except as set forth on Schedule 2.6(b), Seller’s IP Rights and other content included in the Acquired Assets that

were not previously subject to a written agreement with the creator thereof have been properly documented such that Seller is the clear,

lawful owner thereof and possesses all rights thereunder, including the right to assign such Intellectual Property or other content to

Buyer.

(c)

Seller owns all right, title, and interest, or possesses adequate licenses (and each such license for an appropriate number of users)

or other valid rights to use, all of Seller’s Intellectual Property used or held for use in connection with its Business as currently

being conducted, free and clear of all Liens. All such licenses are fully paid for the number of users required for their use in connection

with the Business, and there is no default existing under any such license.

(d)

Seller has not received any written claim challenging Seller’s right to use any trade secrets, customer lists or operating methods

required for or incident to the operation of the Business. To Seller’s Knowledge, Seller is not using or in any way making use

of any confidential information or trade secrets of any third Person without the express written consent of such third Person, including

without limitation, a former employer of any present or past employee or contractor of Seller.

(e)

Except as set forth on Schedule 2.6(e), all of Seller’s Intellectual Property that is registered with or filed with

the United States Patent & Trademark Office or Register of Copyrights or the corresponding offices of other jurisdictions has been

duly filed and, as to Seller’s Intellectual Property that has been renewed, has been properly maintained and renewed in accordance

with all applicable provisions of Law and administrative regulations, and Seller is the record owner thereof. Seller has taken reasonable

steps in accordance with best industry practices to (i) preserve and maintain appropriate records relating to the IP Rights (all of which

at Closing shall be delivered to Buyer), and (ii) maintain the confidentiality of its material trade secrets and other confidential Seller’s

Intellectual Property, and, to Seller’s Knowledge, there has been no act or omission by Seller, the result of which would be to

materially impair the rights of Seller to apply for or enforce appropriate legal protection of its IP Rights.

(f)

Seller has not granted rights to license, market or sell any of Seller’s Intellectual Property other than as set forth on Schedule

2.6(f).

(g)

Except as set forth on Schedule 2.6(g), none of Seller’s Intellectual Property that constitutes software source code

or software is distributed as “open source software” or under a similar licensing or distribution model or is constructed

with such “open source software.”

Section

2.7 Books and Records.

The

records of Seller relating to the Acquired Assets are in all material respects true and complete and have been maintained in accordance

with reasonable business practices. All records, information and databases (electronic or otherwise) pertaining to customers of the Business

have been delivered to Buyer, and such records, information and databases are accurate in all material respects.

Section

2.8 Taxes.

(a)

For purposes of this Agreement, “Tax” shall mean (i) any U.S. or non-U.S. income, alternative or add-on minimum tax,

gross income, estimated, gross receipts, sales, use, ad valorem, value added, transfer, franchise, capital stock, profits, registration,

withholding, payroll, social security (or equivalent), employment, unemployment, disability, excise, severance, stamp, occupation, premium,

property (real, tangible or intangible), environmental or windfall profit tax, custom duty or other tax of any kind whatsoever, together

with any interest or any penalty, addition to tax or additional amount (whether disputed or not) imposed by any governmental authority

responsible for the imposition of any such tax (domestic or foreign); (ii) any liability for the payment of any amounts of the type described

in clause (i) of this sentence as a result of being a member of an affiliated, consolidated, combined, unitary, aggregate or similar

group for any taxable period; and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) of this

sentence as a result of being a transferee of or successor to any Person or as a result of any express or implied obligation to assume

such Taxes or to indemnify any other Person, including by operation of law. “Tax Return” means any return, declaration,

report, claim for refund, or information or return or statement relating to Taxes, including any schedule or attachment thereto, and

including any amendment thereof.

(b)

All federal, state, local and foreign Taxes and assessments (including interest and penalties) that are payable by or due from Seller

in respect of the Business have either been fully paid or are not yet due including properly filed extensions. There are no outstanding

agreements or waivers with any taxing authority providing for an extension of time (other than properly filed extensions concerning Federal

and State income and similar taxes) with respect to the assessment or reassessment of Tax or the filing of any Tax Return, or any payment

of any Tax, by Seller; no notice of Tax assessment or Tax reassessment has been received by Seller; and, to the Knowledge of Seller,

no examination by a taxing authority of any Tax Return of Seller in respect of the Business is currently in progress. There are no audits,

claims, Legal Proceedings (or, to the Knowledge of Seller, any investigation) pending, or, to the Knowledge of Seller, threatened against

Seller relating to Taxes of the Business, and Seller knows of no valid basis for any such claim, or investigation. There are no liens

for Taxes (other than Taxes not yet due and payable) upon any of the Acquired Assets. None of the assets of the Seller consists of a

United States real property interest within the meaning of Section 897 of the Code. Seller is not a “foreign person” as that

term is used in Treasury Regulations Section 1.1445-2. Such Taxes of the Business will be restricted in context to the operations of

the Business and Assets outlined in Schedule 1.1(a).

Section

2.9 Regulatory Approvals.

All

consents, approvals, authorizations and other requirements prescribed by any Law that must be obtained or satisfied by Seller and that

are necessary for the execution, delivery and performance by Seller of this Agreement and the Seller Ancillary Agreements have been obtained

and satisfied.

Section

2.10 Employees and Independent Contractors.

(a)

Schedule 2.10(a)(i) sets forth a complete and accurate list of the names of all current employees of Seller who are or

actively have been employed by or providing services to the Business (or who are reasonably expected to return to work within six months

of the Closing Date), specifying their titles, positions and descriptions of the areas of their responsibilities with respect to the

Business, exempt classification status and their salaries or hourly rate, as applicable, dates of hire, business locations, commissions,

bonuses and incentive entitlements. Schedule 2.10(a)(ii) contains a complete and accurate list of all independent contractors

(i) used by the Business as of June 24, 2026 and (ii) paid at least $10,000, in the aggregate, by Seller during the twelve (12)-month

period ended June 24, 2026, specifying the name of the independent contractor, type of labor, and fees paid to such independent

contractor for calendar years 2024 and 2025.

(b)

For the past three (3) years, Seller: (i) is and has been in compliance in all material respects with all applicable laws respecting

employment, including provisions thereof relating to employment practices, labor relations, unions, terms and conditions of employment,

employee layoffs, wages and hours (including the classification of employees as exempt and the classification of independent contractors),

discrimination, pay equity, equal employment, immigration, human rights and accommodation obligations, affirmative action requirements,

occupational health and safety, employee leave, unemployment insurance, workers compensation and employee privacy, in each case, with

respect to current and former employees and independent contractors; and (ii) is not liable for, and has not incurred any, material unresolved

liability with respect to, any arrears of wages, salaries, wage premiums, fees, commissions, bonuses, accrued and unused vacation or

other compensation for services performed by any current or former employees or independent contractors, nor any Taxes or any penalty

for failure to comply with any of the foregoing. Within the past five years, the Seller has not implemented any plant closing or layoff

of employees that could implicate the WARN Act.

(c)

Seller is not obligated to, nor has undertaken to, recognize any labor union, works council, labor organization, or group of employees

as the bargaining representative of its employees; and no employees of Seller are represented by any labor union, works council, or other

labor organization. All employees of Seller who are performing services for the are legally able to be employed and perform the services

they are performing in the relevant jurisdiction.

(d)

Prior to the Closing, Seller has paid, up to the most recent regular pay period prior to Closing, all wages and compensation accrued

by or for, earned by, or due to current and former employees of the Business as of the Closing or for any period prior to the Closing,

including all vacations or vacation pay, holidays or holiday pay, severance, paid time off, sick days or sick pay, and bonuses. Seller

has paid to the applicable governmental entity all of the employee’s and employer’s portion of the payroll, withholding,

Federal Insurance Contributions Act and other Taxes payable with respect to any such pay, compensation and bonuses.

(e)

There is no unfair labor practice complaint against Seller pending, and no person has overtly threatened in writing, to Seller, to commence

any unfair labor practices complaint before the National Labor Relations Board or any other governmental entity. Seller has not (A) experienced

any strikes, work stoppages or slowdowns, labor grievances, claims of unfair labor practices or any other labor disputes or (B) engaged

in any unfair labor practices against its employees. To the Knowledge of Seller, there are no and there have been no union organizing

or decertification activities with respect to any employees of Seller. No labor union, works council, other labor organization, or group

of employees has made a demand for recognition or certification with respect to any employees of Seller and no representation or certification

proceedings are presently pending or, to the Knowledge of Seller, threatened before any labor relations tribunal or authority.

(f)

Neither the execution and delivery of this Agreement or the Seller Ancillary Documents, nor the performance of the transactions contemplated

thereby, will (either alone or in conjunction with any other event, such as termination of employment) (i) result in any material payment

(including severance payments, payments under any other agreements, unemployment compensation payments, payments subject to Section 280G

of the Code or otherwise) becoming due to any director or any employee of Seller under any benefit plan or otherwise, (ii) materially

increase any benefits otherwise payable under any Employee Plan or (iii) result in any acceleration of the time of payment or vesting

of any material benefits.

(g)

Every Person who has been paid or otherwise treated as an independent contractor by Seller has properly been classified as an independent

contractor, and neither any such Person nor any governmental authority has asserted that any such Person is not properly classified as

an independent contractor.

(h)

Since December 31, 2025, Seller has not modified the compensation payable to its employees or independent contractors except in the ordinary

course of business.

Section

2.11 SEC Reports; Financial Statements; Collection of Receivables.

(a)

Seller, since January 1, 2023, has filed all forms, reports, schedules, statements, registration statements, prospectuses, proxies and

other documents required to be filed or furnished by Seller with the SEC under the Securities Act of 1933, as amended (the “Securities

Act”), the Exchange Act and the Sarbanes-Oxley Act of 2002, together with any amendments, restatements or supplements thereto,

and shall file all such forms, reports, schedules, statements, proxy materials. Except to the extent available on the SEC’s website

through EDGAR, Seller has delivered to the Company copies in the form filed with the SEC of all of the following:

(i)

Seller’s most recent annual reports on Form 10-K for each fiscal year referred to in clause (a) above;

(ii)

Seller’s quarterly reports on Form 10-Q for each fiscal quarter that referred to in clause (a) above;

(iii)

all other forms, reports, registration statements, prospectuses, proxy materials and other documents (other than preliminary materials)

filed by Seller with the SEC since the beginning of the first fiscal year referred to in clause (a) above (the forms, reports, registration

statements, prospectuses, proxies and other documents referred to in clauses (i), (ii) and (iii) above, whether or not available through

EDGAR, are, collectively, the “SEC Reports”); and

(iv)

all certifications and statements required by (A) Rules 13a-14 or 15d-14 under the Exchange Act, and (B) 18 U.S.C. §1350 (Section

906 of SOX) with respect to any report referred to in clause (i) above (collectively, the “Public Certifications”).

(b)

The SEC Reports (x) were prepared in all material respects in accordance with the requirements of the Securities Act and the Exchange

Act, as the case may be, and the rules and regulations thereunder and (y) did not, as of their respective effective dates (in the case

of SEC Reports that are registration statements filed pursuant to the requirements of the Securities Act) and at the time they were filed

with the SEC (in the case of all other SEC Reports) contain any untrue statement of a material fact or omit to state a material fact

required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which

they were made, not misleading. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters

received from the SEC with respect to any SEC Reports. None of the SEC Reports filed on or prior to the date of this Agreement is subject

to ongoing SEC review or investigation as of the date of this Agreement. The Public Certifications are each true as of their respective

dates of filing.

(c)

Since January 1, 2026 and as of the date of this Agreement, (i) Seller has not received any written deficiency notice from Nasdaq relating

to the continued listing requirements of such Seller securities, (iii) there are no Actions pending or, to the Knowledge of Seller, threatened

against Seller by the Financial Industry Regulatory Authority, Nasdaq or the SEC with respect to any intention by such entity to suspend,

prohibit or terminate the quoting of such Seller securities on Nasdaq and (iv) Seller and such Seller securities are in compliance with

all of the applicable listing corporate governance rules of Nasdaq.

(d)

Seller has established and maintains disclosure controls and procedures required by Rules 13a-15 or Rule 15d-15 under the Exchange Act.

Except as set forth in the SEC Reports, such disclosure controls and procedures are reasonably designed to ensure that all material information

concerning Seller and other material information required to be disclosed by Seller in the reports and other documents that it files

or furnishes under the Exchange Act is made known on a timely basis to the individuals responsible for the preparation of Seller’s

SEC filings and other public disclosure documents. Except as set forth in the SEC Reports, such disclosure controls and procedures are

effective in timely alerting Seller’s principal executive officer and principal financial officer to material information required

to be included in Seller’s periodic reports required under the Exchange Act.

(e)

The financial statements and notes of Seller contained or incorporated by reference in the SEC Reports (the “Seller Financials”),

fairly present in all material respects the financial position and the results of operations, changes in shareholders’ equity,

and cash flows of Seller at the respective dates of and for the periods referred to in such financial statements and accurately reflect

the books and records of Seller as of the times and for the periods referred to therein, all in accordance with (i) GAAP methodologies

applied on a consistent basis throughout the periods involved and (ii) Regulation S-X or Regulation S-K, as applicable (except as may

be indicated in the notes thereto and for the omission of notes and audit adjustments in the case of unaudited quarterly financial statements

to the extent permitted by Regulation S-X or Regulation S-K, as applicable).

(f)

Seller maintains accurate books and records reflecting its assets and Liabilities and maintains proper and adequate internal accounting

controls that provide reasonable assurance that (i) Seller does not maintain any off-the-book accounts and that Seller’s assets

are used only in accordance with Seller’s management directives, (ii) transactions are executed with management’s authorization

and (iii) transactions are recorded as necessary to permit preparation of the financial statements of Seller and to account for Seller’s

assets. Seller has not been subject to or involved in any material fraud that involves management or other employees who have a significant

role in the internal controls over financial reporting of Seller. Seller or its representatives has not received any written complaint,

allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Seller or its

internal accounting controls, including any material written complaint, allegation, assertion or claim that Seller has engaged in questionable

accounting or auditing practices.

(g)

Seller has not incurred any Liabilities or obligations of the type required to be reflected on a balance sheet in accordance with GAAP

that are not adequately reflected or reserved on or provided for in the Seller Financials, other than Liabilities of the type required

to be reflected on a balance sheet in accordance with GAAP that have been incurred since Seller’s formation in the ordinary course

of business. All material debts and Liabilities, fixed or contingent, which should be included under GAAP on a balance sheet are included

in the Seller Financials as of the date of such Seller Financials. Seller has no off-balance sheet arrangements.

(h)

As used herein, the term “Seller Carve-Out Financials” means (i) the audited carve-out financial statements relating

to the Acquired Assets and Assumed Liabilities as of and for the Fiscal Years Ending December 31, 2025 and 2024 and the

three months ending March 31, 2026, consisting of the draft unaudited statements of Acquired Assets and Assumed Liabilities

as of March 31, 2026 and June 30, 2026 (if required), and the related unaudited Statements of Revenues and Direct Expenses (also

referred to as an income statement), for the fiscal periods then ended, and the related notes thereto. Seller has provided to Buyer true

and correct copies of the unaudited Seller Carve-Out Financials. Seller prepared the Seller Carve-Out Financials (i) in accordance in

all material respects with, the books and records of the Seller as of the times and for the periods referred to therein and (ii) in accordance

with U.S. GAAP, consistently applied throughout and among the periods involved and in the same manner as the Seller Financials (except

that the Draft Financials may exclude the footnote disclosures and other presentation items required for U.S. GAAP). The Seller Carve-Out

Financials fairly present in all material respects the carve-out statement of Acquired Assets and Assumed Liabilities as

of the respective dates thereof and the results of the operations of the Acquired Assets and Assumed Liabilities for the periods

indicated.

(i)

Seller shall cause its independent registered public accounting firm to perform any required audits and reviews required with respect

to the Seller Carve-Out Financials described in Section 2.11(h), in accordance with the requirements of the Securities Act,

the Exchange Act and the rules and regulations of the SEC. Buyer shall be responsible for the payment of all reasonable and

documented fees and expenses of such audits and reviews.

(j)

On the date hereof, the Seller maintains accurate books and records reflecting the Acquired Assets and Assumed Liabilities in

all material respects and maintains proper and adequate internal accounting controls that, to the Knowledge of the Seller, provide reasonable

assurance that (i) the Seller does not maintain any off-the-book accounts and that the Seller’s assets are used only in accordance

with the Seller’s management directives, (ii) transactions are executed with management’s authorization and (iii) transactions

are recorded as necessary to permit preparation of the Draft Financials and to account for the Acquired Assets and Assumed Liabilities.

On the Closing Date, the Seller will maintain a system of internal control over financial reporting (as such term is defined in Rule

13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and provides reasonable assurance regarding

the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP

and that (i) the Seller does not maintain any off-the-book accounts and that the Acquired Assets and Assumed Liabilities are used

only in accordance with Seller’s management directives, (ii) transactions are executed with management’s authorization and

(iii) transactions are recorded as necessary to permit preparation of the Seller Carve-Out Financials.

(k)

All financial projections with respect to the Acquired Assets and Assumed Liabilities that were delivered by or on behalf of the

Seller to Buyer or their respective representatives, including all information delivered by or on behalf of the Seller to Buyer or their

respective representatives that was used in connection with the Pro Forma Financial Information, were prepared in good faith using assumptions

that the Seller believes to be reasonable.

(l)

The accounts receivable (as of June 24, 2026) set forth on Schedule 2.11(b) and constituting a part of the Acquired

Assets have arisen, and are consistent with levels maintained, in the ordinary course of business and represent bona fide claims of Seller

against the account debtors for sales made, services performed or other charges arising on or before the Closing Date, are not subject

to known valid claims of set-off or other defenses or counterclaims, and, to the Knowledge of Seller, are fully collectible in the ordinary

course of business according to the terms of their respective agreements within 120 days of the date hereof, without resort to litigation

or engaging an agent for collection that are not otherwise reserved for in the allowance for doubtful accounts established by the Seller.

(m)

Seller has a system of internal accounting controls which are designed to provide assurance regarding the reliability of financial reporting.

Since January 1, 2023, there has never been (i) any significant deficiency or weakness in the system of internal accounting controls

used by Seller except as set forth in the SEC Reports, (ii) any fraud by any of Seller’s employees, (iii) any wrongdoing that involves

any Seller employee who has or had a role in the preparation of financial statements or the internal accounting controls used by the

Seller or (iv) any claim or allegation regarding any of the foregoing.

Section

2.12 Absence of Certain Events.

Since

December 31, 2025:

(a)

Seller has conducted the Business only in the ordinary course, consistent with past practice, including without limitation making and

recording payments related to future expenses.

(b)

Seller has not transferred, encumbered, leased, subleased, licensed or otherwise disposed of any assets; incurred any Liability other

than in the ordinary course of business, consistent with past practice, and not material in the aggregate or changed the method or computation

of the prices charged for the products or services sold in the Business, other than in the ordinary course of business, consistent with

past practice, and not material in the aggregate.

(c)

Seller has not waived any material claim or right of value relating to the Acquired Assets, or entered into an agreement or commitment,

whether written or oral, to do or take any of the actions described in Sections 2.12(a)-(b).

(d)

There has not been any Material Adverse Effect to Seller, the Business, its condition (financial or otherwise), assets or results of

operations. “Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably

be expected to become, individually or in the aggregate, materially adverse to (i) the business, results of operations, condition (financial

or otherwise) or assets of the Business or (ii) the ability of Seller to consummate the transactions contemplated hereby on a timely

basis; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change,

directly or indirectly, arising out of or attributable to: (A) general economic or political conditions; (B) conditions generally affecting

the industries in which Seller operates; (C) any changes in financial, banking or securities markets in general, including any disruption

thereof and any decline in the price of any security or any market index or any change in prevailing interest rates; (D) acts of war

(whether or not declared), armed hostilities or terrorism, or the escalation or worsening thereof; (E) any changes in applicable Laws

or accounting rules; (F) any natural or man-made disaster or acts of God; (G) any epidemic or pandemic, unless such any such event, occurrence,

fact, condition or change disproportionately affects Seller or the Business; (H) any matter disclosed in the Disclosure Schedules; or

(I) any failure by the Business to meet any projections, forecasts or revenue or earnings predictions.

The

parties acknowledge and agree that the ongoing conflict involving Iran, including any related disruption or volatility in the oil and

gas markets and any resulting indirect effects on the Business, whether existing as of the date hereof or arising thereafter, shall not,

individually or in the aggregate, constitute or be deemed a “Material Adverse Effect” for purposes of Section 2.12.

Section

2.13 Contracts.

(a)

Schedule 2.13(a) lists each of the following Contracts (x) by which any of the Acquired Assets or the Business is bound

or affected or (y) to which Seller is a party or by which it is bound in connection with the Business or the Acquired Assets (such Contracts,

together with all Contracts concerning the occupancy, management or operation of any real property (including without limitation, brokerage

contracts) listed or otherwise disclosed in Schedule 2.13(a) and all agreements set forth in Schedule 2.6(a),

being “Material Contracts”):

(i)

all Contracts involving aggregate consideration in excess of $100,000 and which, in each case, cannot be cancelled without penalty or

payment of the full contract price;

(ii)

all Contracts, the primary subject matter of which is to provide for the indemnification of any individual, corporation, partnership,

joint venture, limited liability company, governmental authority, unincorporated organization, trust, association or other entity (“Person”)

or the assumption of any tax, environmental or other Liability of any Person;

(iii)

all Contracts that relate to the acquisition or disposition of the Acquired Business, a material amount of stock or assets of any other

Person or any real property (whether by merger, sale of stock, sale of assets or otherwise);

(iv)

all broker, distributor, dealer, manufacturer’s representative, franchise, agency, sales promotion, market research, marketing

consulting and advertising Contracts;

(v)

all employment agreements and Contracts with independent contractors or consultants (or similar arrangements).;

(vi)

except for Contracts relating to trade receivables, all Contracts relating to indebtedness (including, without limitation, guarantees);

(vii)

except for Contracts relating to trade receivables, all Contracts with any governmental authority;

(viii)

all Contracts that limit or purport to limit the ability of Seller to compete in any line of business or with any Person or in any geographic

area or during any period of time;

(ix)

all joint venture, partnership or similar Contracts involving the Acquired Business; and

(x)

all Contracts for the sale of any of the Acquired Assets or for the grant to any Person of any option, right of first refusal or preferential

or similar right to purchase any of the Acquired Assets.

(b)

Each Material Contract is valid and binding on Seller in accordance with its terms and is in full force and effect. Neither Seller nor,

to Seller’s Knowledge, any other party thereto is in material breach of or default under, or has provided or received any written

notice of any intention to terminate, any Material Contract. True, complete and correct copies of each Material Contract (including all

modifications, amendments and supplements thereto and waivers thereunder) have been made available to Buyer. There are no material disputes

pending or to Seller’s Knowledge threatened under any Contract included in the Acquired Assets and no Material Contract is subject

to any outstanding Order or stipulation restricting or requiring the enforcement, or modification thereof. “Order”

means any judgment, writ, decree, compliance agreement, injunction or order of any governmental authority or arbitrator, as in effect

on the date hereof. No third party to any Material Contract has notified Seller in writing of its intention to cease to perform any material

services required to be performed by it, withhold any payment to be made by it, or bring any claim of default thereunder.

Section

2.14 Compliance with Laws.

(a)

Seller has, for the past three (3) years, complied and are in compliance with (i) in all material respects, all applicable Laws, including,

without limitation, those relating to environmental protection, water or air pollution and similar matters, and (ii) all Orders, writs,

injunctions and decrees of any governmental entity, relating to Seller, the Business or any of the Acquired Assets. Any and all governmental

licenses, permits and other authorizations (collectively, “Permits”) used or necessary to operate the Business as

it is now operated are validly issued in the name of Seller, are in full force and effect, and are identified on Schedule 2.14.

All fees and charges with respect to such Permits as of the date hereof have been paid in full.

(b)

Without limiting the generality of Schedule 2.14, Seller currently conducts, and has conducted, the Business in compliance

with all applicable anti-corruption or anti-bribery laws, including the United States Foreign Corrupt Practices Act of 1977, as amended.

Seller does not maintain policies, procedures or internal controls with regard to applicable anti-corruption or anti-bribery laws. Neither

Seller nor any agent, employee, consultant or other representative, acting for or on behalf of Seller has made or is making any payments

of either cash or other consideration that were or are unlawful under applicable Law, including directly or indirectly (i) using any

of IMS’s or Singapore Entity’s funds for any illegal or unlawful contribution, gift, entertainment or other payment, (ii)

making any bribe, rebate, payoff, influence payment, kickback or other illegal or unlawful payment to any foreign or domestic government

official or employee or (iii) given or agreed to give any payment, gift or similar benefit to any customer, client, supplier, governmental

employee or any other Person in violation of applicable Laws.

Section

2.15 No Undisclosed Liabilities.

The

Business has no Liabilities except for (a) Liabilities reflected in the Financial Statements and assumed by the Buyer, (b) Excluded Liabilities,

(c) Liabilities incurred in connection with the Seller’s performance of their obligations under this Agreement or the Seller Ancillary

Agreements, or (d) Liabilities that are otherwise incurred in the ordinary course of business which are not, individually or in the aggregate,

material to the Business.

Section

2.16 Insurance Policies.

Seller

has obtained and maintained in full force and effect insurance policies (the “Insurance

Policies”) in such amounts and with such coverage as described on Schedule 2.16.

All premiums through the Closing Date due on the Insurance Policies or renewals thereof have been paid, and there is no default under

any of the Insurance Policies. There is no material claim pending under any such Insurance Policy as to which coverage has been questioned,

denied or disputed by the underwriter of such Insurance Policy. Schedule 2.16 sets forth

Seller’s three (3) year claims history with respect to the Insurance Policies.

Section

2.17 Real Property.

Seller

is not in material breach or material default under the office space located at 6366 College Boulevard, Overland Park, Kansas 66211 (the

“Office Lease”) and Seller has paid all rent due and payable under the Office Lease. Seller has not received nor given

any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by Seller under the

Office Lease. To Seller’s Knowledge, no other party to the Office Lease is in default thereof, and, to Seller’s Knowledge,

no other party to the Office Lease has exercised, or indicated an intention to exercise, any termination rights with respect thereto.

Section

2.18 Suppliers.

Schedule

2.18 lists the twenty (20) most significant vendors or suppliers of supplies, merchandise and other goods or services of the

Business (with corresponding expenditures), on the basis of cost of goods or services purchased for calendar year 2024 and 2025. Except

as set forth on Schedule 2.18, Seller has not received any written notice that any such vendor or supplier has ceased,

or intends to cease, to sell products or services to Seller or the Business, or has reduced, or intends to reduce, or change the terms

with respect to, the sale of such products or services at any time (whether as a result of the consummation of the transactions contemplated

hereby or otherwise). To the Knowledge of Seller, no such vendor or supplier is threatened with bankruptcy or insolvency.

Section

2.19 Related-Party Transactions.

Except

as set forth on Schedule 2.19 and in the SEC Reports, no officer, director or equity owner of Seller has (a) borrowed money

from or loaned money to Seller that remains outstanding; (b) any Material Contract with or contractual or other claim, express or implied,

of any kind whatsoever against or in respect of Seller; (c) any ownership or other interest in any Acquired Assets or any other assets

used or held for use in the Business or located on any real property; (d) engaged in any transaction with or has any relationship with

or in respect of the Business; or (e) owned, directly or indirectly, any interest in (except not more than five percent (5%) stockholdings

for passive investment purposes in securities of publicly held and traded companies), or served as an officer, director, employee or

consultant of or otherwise received remuneration from, any Person that is, or has engaged in business as, a competitor, lessor, lessee,

customer or supplier of the Business.

Section

2.20 No-Shop Clause.

Since

January 12, 2026, Seller has ceased all existing discussions and negotiations with any other parties regarding a potential acquisition

of the Business and Seller has not, directly or indirectly, solicited, initiated, encouraged, or entertained any inquiries or proposals

from any person or entity (other than Buyer) relating to the acquisition of the Business, whether by merger, sale of assets, sale of

stock, or otherwise.

Section

2.21 Brokers.

Except

as disclosed in Schedule 2.21, Seller has not engaged any broker or finder or incurred any liability for brokerage fees,

commissions or finder’s fees in connection with the transactions contemplated by this Agreement.

Section

2.22 Investment Intent.

Seller

understands that Warrants and Warrant Shares (collectively, the “Securities”) are “restricted securities”

and have not been registered under the Securities Act or any applicable state securities law. Seller is acquiring the Securities as principal

for its own account and does not presently have any agreement, plan or understanding, directly or indirectly, with any Person to distribute

or effect any distribution of any of the Securities (or any securities which are derivatives thereof) to or through any person or entity.

Seller is not a registered broker-dealer under Section 15 of the Exchange Act or an entity engaged in a business that would require it

to be so registered as a broker-dealer. Seller is acquiring the Securities hereunder in the ordinary course of its business.

Section

2.23 General Solicitation.

Seller

is not purchasing the Securities as a result of any advertisement, article, notice or other communication regarding the Securities published

in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or any other general solicitation

or general advertising (within the meaning of Rule 502(c) of Regulation D under the Securities Act), including, without limitation, any

public or broadly disseminated communication or any seminar or meeting whose attendees have been invited by general solicitation or general

advertising (as described in Rule 502(c)).

Section

2.24 Access to Information.

Seller

acknowledges and affirms that, with the assistance of its advisors, it has conducted and completed its own investigation, analysis and

evaluation related to the investment in the Securities. Seller has received or has had full access to all the information it considers

necessary or appropriate to make an informed investment decision with respect to the Securities. No such investigation, analysis and

evaluation nor any other due diligence investigation conducted by Seller shall modify, limit or otherwise affect Seller’s right

to rely on Buyer’s representations and warranties contained in this Agreement.

Section

2.25 Accredited Investor.

Seller

is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

Section

2.26 Certain Trading Activities.

Other

than with respect to the transactions contemplated herein, since June 24, 2026, neither the Seller nor any affiliate of Seller

which (x) had knowledge of the transactions contemplated hereby, (a) has or shares discretion relating to Seller’s investments

or trading or information concerning Seller’s investments, including in respect of the Securities, and (b) is subject to Seller’s

review or input concerning such affiliate’s investments or trading (collectively, “Trading Affiliates”) has

directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with Seller or Trading Affiliate, effected

or agreed to effect any purchases or sales of the securities of the Company (including, without limitation, any “short sales”

(as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act) involving the Company’s securities). Notwithstanding

the foregoing, in the case of Seller and/or Trading Affiliate that is, individually or collectively, a multi-managed investment bank

or vehicle whereby separate portfolio managers manage separate portions of Seller’s or Trading Affiliate’s assets and the

portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of Seller’s

or Trading Affiliate’s assets, the representation set forth above shall apply only with respect to the portion of assets managed

by the portfolio manager that have knowledge about the financing transaction contemplated by this Agreement. Other than to Buyer, Seller

has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms

of this transaction).

Section

2.27 Reliance on Exemptions.

Seller

understands that the Securities being offered and sold to it in reliance on specific exemptions from the registration requirements of

United States federal and state securities laws and that Buyer is relying in part upon the truth and accuracy of, and Seller’s

compliance with, the representations, warranties, agreements, acknowledgements and understandings of Seller set forth herein in order

to determine the availability of such exemptions and the eligibility of Seller to acquire the Securities.

Section

2.28 [Reserved]

Section

2.29 Privacy; Data Security.

(a)

Seller is conducting the Business in compliance in all material respects with all applicable Privacy Laws and all internal and publicly

posted policies, notices, and statements concerning the collection, use, processing, storage, transfer, and security of personal information.

There is no requirement to obtain any consent, approval or waiver of any Person under applicable Privacy Laws in connection with the

due diligence investigation, or preparation, execution or performance of this Agreement. “Privacy Laws” mean all applicable

Laws concerning the privacy, security, or processing of personal information, including without limitation data breach notification Laws,

consumer protection Laws, Laws concerning requirements for website and mobile application privacy policies and practices, Social Security

number protection Laws, data security Laws, and Laws concerning email, text message, or telephone communications, the United States CAN

SPAM Act, the California Consumer Privacy Act and any implementing regulations therein and the General Data Protection Regulation (EU)

2016/679 (GDPR).

(b)

Seller has at all times had reasonable and appropriate security and organizational measures in place, and has taken steps, as required

by Privacy Laws and otherwise, reasonable and appropriate to protect personal and business information maintained or processed by or

for Seller against loss, against infection by viruses, bugs, malicious software, and other malware, and against unauthorized access,

use, modification, disclosure or other misuse, including appropriate controls that have been regularly tested and reviewed, and to safeguard

the availability, security and integrity of such personal information. The Seller has delivered to Buyer true, correct and complete copies

of all Privacy Policies and Privacy Contracts that Seller or any of the Acquired Assets are party to or bound by.

(c)

During the five (5) years prior to the Closing Date, Seller has not experienced any actual, alleged, or suspected data breach or other

security incident involving personal information or otherwise or (ii) been subject to or received any notice of any audit, investigation,

complaint, or other Legal Proceedings by any governmental body, agency, official or authority concerning Seller’s collection, use,

processing, storage, transfer, or protection of personal information or actual, alleged, or suspected violation of any applicable Privacy

Laws.

(d)

Seller maintains commercially reasonable data back-up and/or contingency operations plans with respect to the Business and to the Knowledge

of Seller such plans are effective.

(e)

The execution, delivery, or performance of this Agreement and the consummation of the transactions contemplated hereby will not cause

Seller to violate any applicable privacy and security requirements binding on Seller or result in or give rise to any right of termination

or other right to impair or limit the Seller’s rights to own or process any personal information used in or necessary for the conduct

of the business, without giving effect to any actions that may be taken by, or circumstances otherwise affecting, the Buyer.

Section

2.30 Disclosure.

The

representations and warranties by Seller in this Agreement do not contain any untrue statement of a material fact or omit to state any

material fact necessary in order to make the statements contained herein, taken as a whole, not misleading.

Section

2.31 No Additional Representations or Warranties.

Except

as specifically provided in this Article 2,

Sellers has not made, nor is it making, any representation or warranty whatsoever to Buyer or any of its Affiliates or any other Person

on the behalf of any of the foregoing.

Article

REPRESENTATIONS AND WARRANTIES OF BUYER

used herein, the term “Knowledge of Buyer” shall mean the actual knowledge after reasonable due inquiry of Buyer’s

executive officers. Buyer hereby represents and warrants that:

Section

3.1 Organization and Good Standing.

Buyer

is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with the corporate power

and authority to own, operate and lease its properties and to carry on its business as now conducted.

Section

3.2 Power, Authorization and Validity.

(a)

Buyer has the right, power and authority to enter into and perform its obligations under this Agreement and the other agreements provided

for herein to which it is a party (the “Buyer Ancillary Agreements”). This Agreement and the Buyer Ancillary Agreements

have been duly executed and delivered by Buyer. The execution, delivery and performance of this Agreement and the Buyer Ancillary Agreements

have been duly and validly approved and authorized by all necessary action on the part of Buyer.

(b)

No filing with, authorization from or consent or approval of any governmental body, agency, official or authority or any other third

party is required to be made or obtained to enable Buyer to enter into, and to perform its obligations under, this Agreement and the

Buyer Ancillary Agreements.

(c)

No vote, consent or approval of the holders of any capital stock or other equity interests of Buyer is required to authorize the execution,

delivery or performance of this Agreement, the Buyer Ancillary Agreements or the consummation of the transactions contemplated hereby

and thereby, other than such vote, consent or approval as has been duly obtained and remains in full force and effect.

(d)

Assuming the due authorization, execution and delivery by the other parties, this Agreement and the Buyer Ancillary Agreements are valid

and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as may be limited by (i)

applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, or other similar Laws affecting the rights of creditors

generally, (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies, and (iii) general principles

of equity and public policy.

Section

3.3 No Violations of Existing Agreements or Laws.

Neither

the execution and delivery of this Agreement or the Buyer Ancillary Agreements, nor the consummation of the transactions contemplated

hereby or thereby, will conflict with, or (with or without notice or lapse of time, or both) result in a termination, breach or violation

of (i) any provision of the organizational documents of Buyer, (ii) any instrument, contract or agreement to which Buyer is a party or

by which it is bound, or (iii) any federal, state, local or foreign Law applicable to Buyer or its assets or properties.

Section

3.4 Brokers.

Except

as disclosed in Schedule 3.4, Buyer has not engaged any broker or finder or incurred any liability for brokerage fees,

commissions or finder’s fees in connection with the transactions contemplated by this Agreement.

Section

3.5 Litigation.

Except

as disclosed in Schedule 3.5, Buyer is not a party to or, to the Knowledge of Buyer, threatened with, any Legal Proceedings

which affect or may affect Buyer’s right or ability to perform this Agreement in accordance with its terms.

Section

3.6 Disclosure.

The

representations and warranties by Buyer in this Agreement do not contain any untrue statement of a material fact or omit to state any

material fact necessary in order to make the statements contained herein, taken as a whole, not misleading.

Section

3.7 Valid Issuance of Securities.

The

Warrants and Warrant Shares, to be issued upon the exercise of the Warrants, have been duly authorized by all necessary corporate action

and, when issued and paid for in accordance with the terms of this Agreement and the Buyer Ancillary Agreements, such Warrants and Warrant

Shares will be validly issued and outstanding, fully paid and nonassessable, free and clear of all Liens.

Section

3.8 No General Solicitation.

Buyer

represents and warrants that neither it nor any Person acting on its behalf has engaged in any form of general solicitation or general

advertising (within the meaning of Rule 502(c) of Regulation D under the Securities Act) in connection with the offer or sale of the

Securities, including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine

or similar media, or broadcast over television, radio or the internet, or presented at any seminar or any other general advertisement.

Section

3.9 No Additional Representations or Warranties.

Except

as specifically provided in this Article 3, Buyer has not made, nor is it making, any representation or warranty whatsoever to

Seller or any of its Affiliates or any other Person on the behalf of any of the foregoing.

Article

SURVIVAL OF REPRESENTATIONS, INDEMNIFICATION

Section

4.1 Survival of Representations.

All

representations and warranties of Seller on the one hand, and Buyer on the other, contained in this Agreement, and, unless otherwise

expressly provided therein, in any Buyer Ancillary Agreement or Seller Ancillary Agreement shall survive the Closing Date and will remain

operative and in full force and effect for eighteen (18) months following the Closing Date (the “General Indemnity Period”),

except that the representations set forth in Sections 2.1, 2.2, 2.3 2.4, 2.8,

2.21, 3.1, 3.2, 3.3 and 3.4 (the “Fundamental Representations”)

shall survive until the expiration of the relevant assessment or reassessment period or the relevant statute of limitations. Any covenant

or obligation set forth in this Agreement, the Buyer Ancillary Agreements or the Seller Ancillary Agreements that is to be performed

after the Closing Date will remain operative and in full force until fully performed. No party shall be responsible for indemnification

hereunder with respect to breaches of representations, warranties or covenants unless a claim therefor is asserted within said period

of survival, failing which such claim shall be waived and extinguished.

Section

4.2 Agreement to Indemnify.

Subject

to the limitations set forth in Section 4.7, from and after the Closing, Seller on the one hand, and Buyer on the other

hand (each an “Indemnifying Party”), agree to indemnify and hold harmless the other party, its Affiliates and their

respective directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents (each an “Indemnified

Party”) from and against any and all Claims related to or arising out of:

(a)

any breach by the Indemnifying Party of any representation or warranty given or made by it in this Agreement;

(b)

any misrepresentation contained in any certificate furnished by the Indemnifying Party pursuant to this Agreement; or

(c)

any and all actions, suits, claims or legal, administrative, arbitrative, governmental or other proceedings or investigations against

any Indemnified Party arising out of such breach.

Section

4.3 Indemnification by Seller.

Seller

agrees to indemnify and hold harmless Buyer Indemnified Parties from each Claim relating to or arising out of:

(a)

any non-fulfillment of any covenant by Seller hereunder;

(b)

any Excluded Liability, and any assets, properties, claims, rights or interests of Seller other than the Acquired Assets;

(c)

Seller’s employment or engagement (or termination of the employment or engagement) of any individual, including without limitation

relating to salary, wages, vacation pay and other compensation, worker classification, benefit plans, worker’s compensation, sexual

harassment and other claims arising under any Law relating to employment;

(d)

any failure of Seller to be duly qualified or licensed to do business, or to be in good standing, in any applicable jurisdiction, including

any foreign jurisdiction;

(e)

any breach of Section 2.6(b), including any failure of Seller to (i) obtain, maintain or record valid assignments of the rights

to any of Seller’s Intellectual Property or other content included in the Acquired Assets from employees, consultants, contractors

or other third parties, or (ii) otherwise properly document that Seller is the clear, lawful owner of such Intellectual Property or other

content and possesses all rights therein, including the right to assign such Intellectual Property or other content to Buyer;

(f)

any Contract included in the Acquired Assets that was not entered into in the name of Seller, including any Claim alleging that Seller

is not a party to such Contract or does not possess all rights and obligations thereunder, including the right to assign such Contract

to Buyer; or

(g)

any Claim in connection with the consummation of the transactions contemplated by this Agreement by any third party with whom Seller

or any agent of them had bona fide discussions concerning the disposition or sale of the Business or the Acquired Assets, solely to the

extent relating to such discussions.

Section

4.4 Indemnification by Buyer.

Buyer

further agrees to indemnify and hold harmless Seller and the other Seller Indemnified Parties from each Claim relating to or arising

out of (a) any non-fulfillment of any covenant by Buyer hereunder, or (b) any of the Acquired Assets or Assumed Liabilities.

Section

4.5 Defense of Claims.

(a)

An Indemnified Party shall promptly notify an Indemnifying Party of any third-party claims commenced or asserted against the Indemnified

Party. Upon receipt of such notice, the Indemnifying Party shall (within twenty days thereafter) (i) defend the Indemnified Party against

such third-party claim with counsel of the Indemnifying Party’s choice, which choice shall be reasonably satisfactory to the Indemnified

Party and (ii) permit the Indemnified Party to participate in the defense thereof and to retain separate counsel at its own cost. If

the Indemnifying Party shall fail or refuse to undertake the defense of a claim within twenty days after receiving notice that such Claim

has been made, the Indemnified Party shall have the right (but not the obligation) to assume the defense of such claim in such manner

as it deems appropriate until the Indemnifying Party shall, with the consent of the Indemnified Party (which shall not be unreasonably

withheld or delayed), assume control of such defense, and the Indemnifying Party shall indemnify the Indemnified Party pursuant to this

Agreement from and against the reasonable costs and expenses of such defense. The party hereto handling the defense of any action shall

keep the other party reasonably informed at all times of the status thereof. Neither the Indemnifying Party nor the Indemnified Party

shall settle a third-party claim without the prior written consent of the other party (which consent shall not be unreasonably withheld

or delayed). In the event that the Indemnified Party reasonably concludes that an actual or potential conflict of interest exists between

the Indemnifying Party and the Indemnified Party in connection with the defense of such action, the Indemnified Party may employ its

own counsel and assume its own defense, and the reasonable fees and expenses of such counsel shall be paid by the Indemnifying Party;

provided, however, that in the event that the Indemnified Party is simultaneously represented by more than one law firm, then during

such period of simultaneous representation, the Indemnifying Party shall only be required to pay the fees and expenses of one law firm.

(b)

A failure to give written notice of a Claim hereunder will not affect the rights or obligations of either party hereunder except and

only to the extent that, as a result of such failure, the rights of the Indemnifying Party are materially prejudiced.

(c)

Notwithstanding anything to the contrary contained herein, Buyer shall be entitled to deal exclusively with Seller with respect to any

matters arising under this Article 4.

Section

4.6 Survival of Claims.

Notwithstanding

anything to the contrary contained herein, if, prior to the expiration of a particular representation or warranty, an Indemnified Party

makes a good faith Claim for indemnification under this Agreement, then the Indemnified Party’s rights to indemnification under

this Article 4 for such Claim shall survive any expiration of such representation or warranty until such Claim is resolved

in accordance with this Article 4.

Section

4.7 Limitations.

(a)

Notwithstanding anything to the contrary contained herein:

(i)

except for Claims based on breaches of Fundamental Representations, intentional misrepresentation, or fraud, (A) no claim for indemnification

of an Indemnified Party under Section 4.2 may be made against an Indemnifying Party unless and until the aggregate of all

such Claims exceeds a threshold of Ten Thousand Dollars ($10,000); (the “Threshold”), in which event the Indemnifying

Party shall be liable for the aggregate amount of all such Claims, inclusive of the Threshold. In addition, except for breaches of Fundamental

Representations, intentional misrepresentation, willful misconduct or fraud, the maximum aggregate liability of an Indemnified Party

to an Indemnifying Party under Section 4.2 shall not exceed twenty-five percent (25%) of the Purchase Price. For purposes

of Section 4.2, any representation or warranty shall not be deemed qualified by any references to any materiality, Material

Adverse Effect or other similar qualification contained in or otherwise applicable to such representation or warranty; and

(ii)

without limiting the applicability of the foregoing, and except for claims based on intentional misrepresentation or fraud, the maximum

aggregate liability of a Seller Indemnifying Party under this Article 4 shall not exceed the Purchase Price.

(b)

The representations, warranties and covenants of the Indemnifying Party, and the Indemnified Party’s right to indemnification with

respect thereto, shall not be affected or deemed waived by reason of any investigation made by or on behalf of the Indemnified Party

(including by any of its representatives) or by reason of the fact that the Indemnified Party or any of its representatives knew or should

have known that any such representation or warranty is, was or might be inaccurate.

(c)

In no event shall an Indemnified Party be entitled to make any claim for indemnification under this Article 4 if such claim

arises from a voluntary disclosure (with respect to any matter, violation or potential violation set forth or described in the Disclosure

Schedules) made by Buyer or its Affiliates to any governmental authority or similar process with respect to the Business for any period

prior to the Closing; provided that, prior to a voluntary disclosure (regardless of whether such matter, violation or potential

violation is set forth or described in the Disclosure Schedules) by Buyer or its Affiliates to any governmental authority or similar

process, Buyer shall in consult in good faith with Sellers regarding such disclosure.

Section

4.8 No Duplicative Recovery. No Indemnified Party shall be entitled to be compensated to the extent

it would result in a duplicative payment (including payment pursuant to Section 1.6)

to the Indemnified Party in respect to the same Claim (or portion thereof), regardless of how many separate breaches of, or inaccuracies

in, different representations, warranties, covenants, undertakings or agreements that may be alleged to arise.

Section

4.9 Mitigation of Damages. Each Indemnified Party shall take commercially reasonable steps to mitigate

its Claims upon and after becoming aware of any event or condition that would reasonably be expected to give rise to any Claims that

may be indemnifiable or reimbursable hereunder.

Section

4.10 Insurance Proceeds.

Payments

by an Indemnifying Party pursuant to this Article

4 or in respect of any Claims shall be limited to the amount of any liability or damages that remain

after deducting therefrom any insurance proceeds and any indemnity contribution or similar payment received or reasonably expected to

be received by the Indemnified Party in respect of such Claim.

Section

4.11 Order of Recovery.

Except

for Claims based on intentional misrepresentation or fraud, all Claims for losses by any Buyer Indemnified Party shall be satisfied (i)

first, to offset such remaining indemnification amounts against any amounts otherwise due and payable by Buyer Indemnified Party to Seller,

(ii) second, with funds from the Escrow Account and in accordance with the Escrow Agreement, and (iii) third, directly from Sellers and/or

Shareholders in the amount of such remaining indemnification amount in accordance with this Article 4.

Section

4.12 Adjustment of Purchase Price for Tax Purposes

Except

to the extent prohibited by applicable Law, any indemnity payment under this Agreement pursuant to this Article

4 shall be treated as an adjustment to the Purchase Price.

Section

4.13 Exclusive Remedy.

Except:

(a) for any equitable remedies which the parties may pursue; and (b) for enforcement actions of any kind or nature regarding the terms

and provisions of this Article 4,

the indemnification under this Article 4 shall be the parties’ sole and exclusive

remedy, each against another, with respect to matters arising under this Agreement. The parties waive and release any other rights, remedies,

causes of action or claims of any kind or nature arising under this Agreement.

Article

COVENANTS

Section

5.1 Confidentiality.

Seller

and Buyer agree from and after the Closing Date to maintain in confidence all confidential or proprietary information relating to the

Business. Without limiting the generality of the foregoing, Seller and Buyer shall, and shall cause their respective Affiliates, directors,

managers, officers, employees, consultants, financial advisors, counsel, accountants and other agents to, keep confidential all information

concerning finances, marketing, technical data, production processes, business methods and manuals, contracts, prospect lists, customer

and vendor lists, advertiser lists, and any other confidential or proprietary information relating to the Business. The foregoing shall

not prohibit disclosure of such information (i) as is required by Law, including without limitation to permit Buyer to comply with its

disclosure obligations as public reporting company in the United States, provided that (A) Seller promptly informs Buyer in writing of

such requirement or obligation prior to its disclosure so that a protective order or other appropriate remedy may be obtained by Buyer,

and (B) disclosure is thereafter made only to the extent to which Seller is obligated, but not further or otherwise, (ii) as is necessary

to prepare Tax Returns (including Tax Returns of Seller or of any of its Affiliates) or other filings with governmental authorities or

to defend or object to any reassessment of Taxes, (iii) as is necessary for Seller (or their respective directors, officers, employees,

consultants, financial advisors, counsel, accountants and other agents) to prepare and disclose, as may be required, accounting statements,

and (iv) to assert or protect any rights of Seller hereunder or under any applicable Law. “Affiliate” of a Person

means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common

control with, such Person. The term “control” (including the terms “controlled by” and “under common

control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and

policies of a Person, whether through the ownership of voting securities, by contract or otherwise.

Section

5.2 Registration Rights.

(a)

Subject to applicable securities laws, stock exchange rules, and the continued availability of Rule 415 promulgated under the Securities

Act, Buyer shall use commercially reasonable efforts to file with the Commission a Registration Statement registering for resale the

Registrable Securities no later than sixty (60) days following the Closing Date (the “Filing Date”). Buyer shall use commercially

reasonable efforts to cause such Registration Statement to be declared effective as promptly as reasonably practicable thereafter; provided,

however, that Buyer shall not be obligated to cause such Registration Statement to become effective by any specific date and shall not

be liable for any delays resulting from Commission comments, market conditions, changes in applicable law, stock exchange requirements,

or other matters outside of Buyer’s reasonable control. Buyer shall use commercially reasonable efforts to maintain the effectiveness

of the Registration Statement until the earliest to occur of: (i) the date on which Seller no longer owns any Registrable Securities,

(ii) the date on which all Registrable Securities held by Seller may be resold without restriction pursuant to Rule 144 without the requirement

for Buyer to be in compliance with the current public information requirements thereunder, and (iii) the second anniversary of the effective

date of the Registration Statement; provided, however, that Buyer may suspend the use or effectiveness of the Registration Statement

from time to time in connection with pending material developments, financing activities, acquisitions, regulatory matters, black-out

periods, or other bona fide business purposes as determined by Buyer in good faith.

(b)

Buyer and Seller shall enter into a Registration Rights Agreement substantially in the form attached hereto as Exhibit L,

which shall govern the rights and obligations of the parties with respect to the Registrable Securities. In the event of any inconsistency

between this Agreement and the Registration Rights Agreement, the Registration Rights Agreement shall control.

Section

5.3 Pro Forma Financial Statements.

(a)

Buyer and Seller have collaborated in good faith to prepare pro forma financial statements (“Pro Forma Financials”),

a copy of which is attached hereto as Exhibit O, and ensure that their respective financial teams were available, cooperative

and responsive to the other party’s inquiries and requests for information during the preparation of the Pro Forma Financials.

(b)

The Pro Forma Financials (i) have been prepared in good faith, based on assumptions believed by the parties to be reasonable as of the

date of delivery thereof; (ii) presents a fair view, in all material respects of the combined financial position and the revenues and

direct controllable costs of the Business as of the respective dates thereof and for such periods indicated therein; (iii) has been extracted

from the books and records maintained by Seller, which have been prepared in accordance with U.S. GAAP; and (iv) include detailed projections

of gross revenue and cash flow for the Business.

(c)

Buyer and Seller agree that the Pro Forma Financials will serve as a basis for determining the Purchase Price and the intention of the

parties with respect to the Acquired Assets and the Assumed Liabilities pursuant to the transaction contemplated herein.

(d)

Buyer and Seller mutually agree on the assumptions and methodologies used in preparing the Pro Forma Financials to ensure accuracy and

reasonableness.

Section

5.4 Public Announcements.

The

parties agree that, except as otherwise required by Law, including to permit Buyer to comply with its disclosure obligations as public

reporting company in the United States and any request for or requirement to provide information to the SEC or national exchange, any

and all public announcements or other public communications concerning this Agreement and the transactions contemplated hereby shall

be subject to the written approval of both Buyer and Seller.

Section

5.5 Communications in Connection with Sale of Business.

Each

of the Seller and Buyer will cooperate in communications with employees, contractors, consultants, customers, suppliers, vendors and

others in order to facilitate the transfer of the Business to Buyer.

Section

5.6 No-Shop Clause.

Seller

agrees that, from and after the date of the execution and delivery of this Agreement by Seller until the termination of this Agreement,

Seller will not without the prior written consent of Buyer or except as otherwise permitted by this Agreement, directly or indirectly:

(i) offer for sale or lease all or any material portion of the Acquired Assets or any ownership interest in any entity owning any of

the Assets, (ii) solicit offers to buy all or any material portion of the Acquired Assets or any ownership interest in any entity owning

any of the Acquired Assets, (iii) initiate, encourage or provide any documents or information to any third party in connection with,

discuss or negotiate with any person regarding any inquiries, proposals or offers relating to any disposition of all or any material

portion of the Acquired Assets or a merger or consolidation of any entity owning any of the Assets, (iv) solicit, initiate, encourage

or entertain any inquiries or proposals from any person or entity (other than Buyer) relating to the acquisition of the Business, whether

by merger, sale of assets, sale of stock, or otherwise; or (v) enter into any agreement or discussions with any party (other than Buyer)

with respect to the sale, assignment, or other disposition of all or any material portion of the Assets or any ownership interest in

any entity owning any of the Assets or with respect to a merger or consolidation of any entity owning any of the Assets. For the avoidance

of doubt, the provisions of this Section 5.6 shall prevail over any similar provisions related to exclusivity provided

in any other agreement between the parties.

Section

5.7 Accounts Receivable.

(a)

If, at any time after the Closing, Seller receives payment with respect to any of the accounts receivable constituting a part of the

Acquired Assets, Seller shall, within five (5) Business Days after becoming aware of receipt of such payment, promptly remit such payment

to Buyer without setoff or deduction.

(b)

If, at any time after the Closing, Buyer receives payment with respect to any Excluded Assets constituting accounts receivable or other

rights to payment, Buyer shall, within five (5) Business Days after becoming aware of receipt of such payment, promptly remit such payment

to Seller without setoff or reduction.

Section

5.8 Maintenance of Legal Existence.

Seller

shall preserve and maintain its legal existence until the expiration of the General Indemnity Period.

Section

5.9 Cooperation; Tax Matters.

(a)

Transfer Taxes. All sales and transfer Taxes, recording charges and similar Taxes, fees or charges imposed as a result of the

transactions contemplated herein (collectively, the “Transfer Taxes”), together with any interest, penalties or additions

to such Transfer Taxes, will be paid by Seller. Seller Representative and Buyer will cooperate in timely making all filings, returns,

reports and forms as necessary or appropriate to comply with the provisions of all applicable Laws in connection with the payment of

such Transfer Taxes and will cooperate in good faith to minimize, to the fullest extent possible under such Laws, the amount of any such

Transfer Taxes payable in connection therewith.

(b)

Property Tax Proration. To the extent not otherwise prorated pursuant to this Agreement, Buyer and Seller shall prorate (as of

the Closing Date), if applicable, real and personal property Taxes with respect to the Acquired Assets. If the amount of such Taxes for

the year in which the Closing Date occurs cannot reasonably be determined, the apportionment will be based at Closing Date upon the amount

of such Taxes for the preceding Tax year but will be readjusted when the amount of such Taxes is finally determined.

(c)

Cooperation. Buyer, on the one hand, and Seller, on the other hand, shall cooperate fully, as and to the extent reasonably requested

by each other, in connection with the filing of any Tax Returns and any audit, litigation or other proceeding with respect to Taxes.

Such cooperation shall include the retention and (upon the other Party’s request) the provision of records and information that

are reasonably relevant to any such audit, litigation or other proceeding and making employees available on a mutually convenient basis

to provide additional information and explanation of any material provided hereunder. Buyer, on the one hand, and Seller, on the other

hand, agree, upon request and at the sole cost and expense of the requesting party, to use reasonable best efforts to obtain any certificate

or other document or instrument from any governmental authority or any other person as may be necessary to mitigate, reduce or eliminate

any Tax that could be imposed under this Agreement.

Article

MISCELLANEOUS

Section

6.1 Termination.

Notwithstanding

anything herein to the contrary, this Agreement may be terminated and the transactions contemplated by this Agreement abandoned at any

time prior to the Closing: (i) by mutual, written consent of Seller and Buyer; (ii) by Buyer by written notice to Seller if there

has been a breach, inaccuracy in or failure to perform any such representation, warrant covenant, or agreement made by Seller pursuant

to this Agreement, such that any of the conditions to the obligations of Buyer to consummate the transactions contemplated by this Agreement

as set forth in Article 2 would not then be satisfied were the Closing to otherwise occur, and such breach, inaccuracy

or failure is not cured by the earlier of (a) thirty (30) days after Seller is provided written notification of such breach, or such

longer period as the parties agree is necessary to cure such items, and (b) the End Date (as defined below); (iii) by Seller by

written notice to Buyer if there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant, or agreement

made by Buyer pursuant to this Agreement, such that any of the conditions to the obligations of Seller to consummate the transactions

contemplated by this Agreement as set forth in Article 3 would not then be satisfied were the Closing to otherwise occur,

and such breach, inaccuracy or failure is not cured by the earlier of (a) thirty (30) days after Buyer is provided written notification

of such breach, or such longer period as the parties agree is necessary to cure such items, and (b) the End Date (as defined below);

provided, that, Seller is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Article

2; (iv) by Seller or Buyer if the Closing shall not have taken place on or before 5:00PM Eastern Time on July 15, 2026 (the

“End Date”) (which date may be extended by mutual agreement of Seller and Buyer), provided that the right to terminate pursuant

to this subsection (iv) shall not be available to any party whose failure to fulfill any obligation under this Agreement has been the

cause of, or resulted in, the failure of the Closing to occur by such date; or (v) by Buyer, at any time prior to the Closing, if

the Board of Directors of Buyer has not approved, or withdraws, rescinds or modifies its approval of, this Agreement, any Buyer Ancillary

Agreement or the transactions contemplated hereby, in which event Buyer may terminate this Agreement by written notice to Seller and

neither party shall have any further liability hereunder except with respect to provisions that expressly survive termination. In

the event of the termination of this Agreement, written notice thereof shall be given to the other party, specifying the provision hereof

pursuant to which such termination is made, and this Agreement shall forthwith become null and void and there shall be no liability on

the part of any party; provided that (a) any obligations which by their terms survive any termination of this Agreement, including

the obligations of the parties contained in Section 5.1 hereof, shall survive any such termination and (b) nothing herein

shall relieve any party from any liability for any willful, material breach of any provision hereof that occurs prior to the effective

date of termination.

Section

6.2 Governing Law.

The

internal laws of the State of New York, without regard to conflicts or choice of law principles, will govern the validity of this Agreement,

the construction of its terms, and the interpretation and enforcement of the rights and duties of the parties hereto.

Section

6.3 Assignment; Binding Upon Successors and Assigns.

party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other parties. Notwithstanding

the foregoing, Buyer may assign any of its rights or obligations hereunder (i) to any Affiliate of Buyer, provided that in connection

with such assignment Buyer guarantees the performance of its obligations hereunder, or (ii) to any financial institution providing financing

to Buyer in connection with the transactions contemplated by this Agreement. This Agreement will be binding upon and inure to the benefit

of the parties hereto and their respective successors and permitted assigns.

Section

6.4 Severability.

any provision of this Agreement, or the application thereof, is for any reason held to any extent to be invalid or unenforceable, the

remainder of this Agreement and application of such provision to other Persons or circumstances will be interpreted so as reasonably

to effect the intent of the parties hereto. The parties further agree to replace such unenforceable provision of this Agreement with

a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of the void or

unenforceable provision.

Section

6.5 Counterparts.

This

Agreement may be executed in counterparts (including by facsimile, e-mail or other means of electronic transmission), each of which will

be an original as regards any party whose name appears thereon and all of which together will constitute one and the same instrument.

This Agreement will become binding when one or more counterparts hereof, individually or taken together, bear the signatures of all parties

reflected hereon as signatories.

Section

6.6 Amendment and Waivers.

Any

term or provision of this Agreement may be amended, and the observance of any term of this Agreement may be waived (either generally

or in a particular instance and either retroactively or prospectively), only by a writing signed by Buyer and Seller. The waiver by a

party of any breach hereof or default in the performance hereof will not be deemed to constitute a waiver of any other default or any

succeeding breach or default. The failure of any party to enforce any of the provisions hereof will not be construed to be a waiver of

the right of such party thereafter to enforce such provisions.

Section

6.7 Notices.

Any

notice or other communication required or permitted to be given under this Agreement must be in writing, will be deemed duly received

when delivered in person or when sent by email (with confirmation of receipt), or one Business Day after having been sent by a nationally

recognized overnight courier service, addressed as follows (or to such other addresses as a party may designate):

If to Buyer:

Cycurion, Inc.

E-mail:

Attention:

with a copy to:

Seward & Kissel LLP

E-mail:

Attention:

If to Seller:

Kustom Entertainment, Inc.

Email:

Attention:

with a copy to:

Sullivan & Worcester LLP

Email:

Attention: [***]

Section

6.8 Construction of Agreement.

The

language hereof will not be construed for or against any party based solely on that party being the drafting party. A reference to an

Article, Section, Schedule or Exhibit will mean an Article or Section in, or an Exhibit or Schedule to, this Agreement, unless otherwise

explicitly set forth. The titles and headings in this Agreement are for reference purposes only and will not in any manner limit the

construction of this Agreement. Where the context permits, the word “including” shall mean “including without limitation”

or words to that effect. For the purposes of such construction, this Agreement will be considered as a whole.

Section

6.9 Absence of Third Party Beneficiary Rights.

provisions of this Agreement are intended, nor will be interpreted, to provide or create any third party beneficiary rights.

Section

6.10 Entire Agreement.

This

Agreement, the Buyer Ancillary Agreements, the Seller Ancillary Agreements, and the Disclosure Schedules and the exhibits hereto and

thereto constitute the entire understanding and agreement of the parties hereto with respect to the subject matter hereof and supersede

all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the

parties with respect to the subject matter hereof. The express terms hereof control and supersede any course of performance or usage

of trade inconsistent with any of the terms hereof.

Section

6.11 Expenses.

Whether

or not the transactions contemplated hereby shall be consummated, the parties agree as follows: (i) Seller shall pay the fees, expenses,

and disbursements of Seller and its agents, representatives, accountants, and legal counsel incurred in connection with the subject matter

hereof and any amendments hereto; and (ii) Buyer shall pay the fees, expenses, and disbursements of Buyer and its agents, representatives,

accountants and legal counsel incurred in connection with the subject matter hereof and any amendments hereto.

Furthermore,

the Buyer agrees to cover the costs of conducting any financial audits of the Business or Acquired Assets and Assumed Liabilities,

as needed.

Section

6.12 Fees and Costs.

the event a party elects to incur legal expenses to enforce or interpret any provision of this Agreement by judicial proceedings, the

prevailing party will be entitled to recover such legal expenses, including, without limitation, reasonable attorneys’ fees, costs,

and necessary disbursements at all court levels, in addition to any other relief to which such party shall be entitled.

Section

6.13 Dispute Resolution.

Except

as otherwise specifically provided herein, all disputes, controversies, claims or differences that may arise between the parties hereto

out of or in relation to this Agreement (including questions as to whether a matter is governed by this arbitration provision) shall

be settled solely and exclusively by binding arbitration (if good faith negotiations between the parties do not resolve such dispute,

controversy, claim or difference within sixty (60) days after notice of the dispute is received) conducted by and in accordance with

the Commercial Arbitration Rules of the American Arbitration Association. All hearings and proceedings regarding arbitration shall take

place in New York, before a single arbitrator acceptable to both parties and shall be closed to the public and be confidential. Such

arbitrator shall have at least ten years of experience in mergers and acquisitions law. The costs and fees of the arbitration, including

attorneys’ fees of the parties, shall be borne equally by Seller on one hand and Buyer on the other hand. The award rendered by

the arbitrator shall be final and binding upon the parties. Judgment on the award may be entered in accordance with applicable law in

any court having jurisdiction thereof. Nothing herein shall bar either party from obtaining injunctive relief against threatened conduct

that will cause loss or damages under rules of equity.

[Remainder

of page intentionally left blank; signature page follows]

WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first above written.

BUYER:

CYCURION,

INC.

By:

/s/

L. Kevin Kelly

Name:

Kevin Kelly

Title:

Chief

Executive Officer

SELLER:

KUSTOM

ENTERTAINMENT, INC.

By:

/s/

Stanton E. Ross

Name:

Stanton

E. Ross

Title:

Chief

Executive Officer

Exhibit

FORM

OF ASSIGNMENT AND ASSUMPTION AGREEMENT

(attached)

Exhibit

FORM

OF INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT

(attached)

Exhibit

FORM

OF BILL OF SALE

(attached)

Exhibit

FORM

NON-COMPETITION

AND NON-SOLICITATION AGREEMENT

(attached)

Exhibit

FORM

OF Key EMPLOYMENT AGREEMENT

(attached)

Exhibit

FORM

OF Essential EMPLOYMENT AGREEMENT

(attached)

EXHIBIT

FORM

OF CONTRACTOR AGREEMENT

(attached)

EXHIBIT

SHARED

Services Agreement

(attached)

EXHIBIT

FORM

OF SECURED PROMISSORY NOTE AND SECURITY AGREEMENT

(attached)

EXHIBIT

form

of security agreement

exhibit

FORM

OF WARRANT AGREEMENT

(attached)

EXHIBIT

FORM

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(attached)

EXHIBIT

FORM

OF EARN OUT / CLAWBACK Agreement

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EXHIBIT

FORM

OF LEAK-OUT AGREEMENT

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EXHIBIT

PRO

FORMA FINANCIALS

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CONDITIONS

PRECEDENT AGREEMENT

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EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit

99.1

FOR

IMMEDIATE RELEASE

KUSTOM

ENTERTAINMENT, INC. ANNOUNCES BINDING AGREEMENT FOR THE DIVESTITURE OF ITS VIDEO SOLUTIONS SEGMENT TO FULLY COMPLETE LIVE ENTERTAINMENT

PIVOT

Transaction

Structured to Provide Up to $5.5 Million plus 2,000,000 Warrants to acquire shares of common stock of Cycurion, Inc.; Follows Previously

Announced Major Live Music Expansion Partnership with Gilley’s Park City

OVERLAND

PARK, KS – June 25, 2026 – Kustom Entertainment, Inc. (Nasdaq: KUST) (the “Company”), a live entertainment

and music festival company, today announced it has entered into a binding agreement for the divestiture of its legacy video solutions

division to Cycurion, Inc. (NASDAQ: CYCU) (“Cycurion”).

This

strategic divestiture accelerates Kustom’s complete focus on its rapidly growing live event production portfolio and proprietary

online ticketing operations, fully aligning corporate resources with its recent rebranding and Nasdaq ticker symbol “KUST.”

The

transaction represents a key operational milestone in Kustom’s planned corporate overhaul, following the divestiture of its medical

billing business earlier this year and the Company’s recently announced multi-year partnership between its wholly owned subsidiary,

Kustom 440, Inc., and Ruffin Properties, LLC, owner of Gilley’s Park City (“Gilley’s”). Together, these divestitures

and the Gilley’s partnership position Kustom to expand its live music footprint ahead of the upcoming festival season while continuing

to strengthen and grow its online ticketing business, which complements its live event operations.

Transaction

Overview

The

Cycurion transaction is designed to enhance Kustom’s near-term financial flexibility while preserving meaningful long-term equity

upside. The consideration includes:

● Cash

and secured debt consideration: $5.5 million in total consideration, including $1.25

million in upfront cash and a $4.25 million secured promissory note payable over 36 months

at 7% interest.

● Warrant

upside: Kustom will receive 2,000,000 warrants to purchase Cycurion common stock, giving

the Company potential upside from Cycurion’s future market performance as the legacy

video solutions division is integrated into Cycurion’s security business.

● Timing:

The divestiture is expected to close in July 2026, subject to the satisfaction of customary

closing conditions.

● Value

to Shareholders: Based on total consideration of $5.5 million, the transaction equates

to approximately $5.33 per estimated current outstanding common share.

The

sale of the legacy video segment gives Kustom a leaner operating structure and sharper focus on the full fan experience—from ticket

purchase through the final encore—as it pursues an estimated $100 billion global addressable market.

Management

Comment

“This

divestiture sharpens our focus and allows us to direct resources toward the significant opportunity we see in the entertainment sector,”

said Stanton E. Ross, CEO of Kustom Entertainment. “We are quickly moving from a strong regional presence to a national live event

and ticketing platform. This transaction gives us the capital and operational clarity needed to accelerate the expansion plans we launched

last month.”

Reflecting

on the combined impact of the past month’s milestones, Ross added: “As we noted in our Gilley’s announcement, expanding

our festival footprint into the Wichita region enables us to significantly enhance the fan experience with camping, premium amenities,

and world-class live music. Completing this divestiture ensures we have the dedicated capital and team focus to execute that plan effectively.”

The

“Country Stampede” Evolution & Gilley’s Expansion Status

Kustom’s

flagship event, the Country Stampede Music Festival, celebrates its milestone 30th Anniversary this week (June 25–27, 2026) at

the Azura Amphitheater in Bonner Springs, Kansas, featuring headliners Rascal Flatts, Zach Top, and Treaty Oak Revival.

detailed in the Company’s announcement this past month, the 2027 edition of Country Stampede Kansas will officially move to

Gilley’s Park City from June 25–27, 2027.

The

transition to Gilley’s—located in Park City, KS, a suburb of Wichita—is the cornerstone of Kustom’s live entertainment

pipeline:

● Doubled

Capacity: The venue move allows Kustom to nearly double its current capacity, hosting

up to 35,000 people per show.

● Expanded

Footprint: The added acreage gives Kustom the ability to expand and customize the destination

experience with larger crowds, extensive camping, diverse food and beverage options, and

premium fan amenities.

● Increased

Utilization: The agreement establishes Gilley’s as a seasonal destination, including

more than 20 show days in 2027 across multiple events spanning the spring, summer, and fall,

alongside select events planned for fall 2026.

Patrons

attending this week’s 2026 festival in Bonner Springs will receive the previously promised “first look” at early details

of the future Park City festival concept. When tickets go on sale for the 2027 event at Gilley’s, current 2026 ticket holders will

receive early access before the general public. Tickets to the 2026 festival can be purchased at www.countrystampede.com.

Additional

details regarding fall 2026 event dates, 2027 festival schedules, artist lineups, and ticketing packages continue to be finalized and

will be announced at a later date.

About

Kustom Entertainment, Inc.

Kustom

Entertainment, Inc. (Nasdaq: KUST) is an emerging leader in live event production and entertainment ticketing technology, specializing

in large-scale music festivals and end-to-end event management solutions. By leveraging proprietary ticketing platforms and premier venue

partnerships, Kustom is dedicated to monetization across the entire live event lifecycle. For additional information, please visit www.kustom440.com.

Forward-Looking

Statements

made in this press release that are not descriptions of historical facts are forward-looking statements within the meaning of the Private

Securities Litigation Reform Act of 1995 and are based on management’s current expectations and assumptions and are subject to

risks and uncertainties with the proposed divestiture. These statements are often identified by the use of words such as “anticipate,”

“believe,” “continue,” “could,” “estimate,” “expect,” “intend,”

“may,” “plan,” “may,” “potential,” “should,” “will,” “would”

or the negative or plural of these words or similar expressions or variations. If such risks or uncertainties materialize or such assumptions

prove incorrect, our business, operating results, financial condition, and stock price could be materially negatively affected. You should

not place undue reliance on such forward-looking statements, which are based on the information currently available to us and speak only

as of today’s date. All statements other than statements of historical fact are forward-looking statements. These forward-looking

statements involve known and unknown risks, uncertainties and other factors which may cause the Company’s performance or achievements

to be materially different from any expected future results, performance, or achievements. Forward-looking statements speak only as of

the date they are made, and the Company assumes no duty to update forward-looking statements, except as required by law. Actual future

results, performance or achievements may differ materially from historical results or those anticipated depending on a variety of factors,

some of which are beyond the control of the Company, including, but not limited to, the risks described from time to time in the Company’s

periodic filings with the U.S. Securities and Exchange Commission, (i) the ability of the parties to complete the proposed transaction

on the anticipated terms and timing, or at all; (ii) the risk that the Company’s stock price may fluctuate during the pendency

of the proposed transaction and may decline if the proposed transaction is not completed; (iii) the risk that disruptions from the proposed

transaction will harm the Company’s business, including current plans and operations, including during the pendency of the proposed

transaction; (iv) the diversion of management’s time and attention from ordinary course business operations to completion of the

proposed transaction; (v) potential adverse reactions or changes to business relationships resulting from the announcement, pendency

or completion of the proposed transaction; (vi) the possibility that the proposed transaction may be more expensive to complete than

anticipated, including as a result of unexpected factors or events; (vii) unexpected costs, liabilities or delays associated with the

transaction; (viii) the satisfaction or waiver of other conditions to the completion of the proposed transaction; and the risks described

in the Company’s 2025 Annual Report on Form 10-K under the captions “Risk Factors” and “Management’s Discussion

and Analysis of Financial Condition and Results of Operations” (as applicable). These factors should be considered carefully, and

readers are cautioned not to place undue reliance on such forward-looking statements. All information is current as of the date this

press release is issued, and the Company undertakes no duty to update this information.

For

Additional Information, Please Contact:

Stanton

E. Ross, CEO

Phone:

(913) 456-KUST (5878)

info@kustoment.com

www.kustoment.com

www.kustom440.com

www.countrystampede.com

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