8-K

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

February 20, 2024

Date of Report (Date of Earliest Event Reported)

Lendway, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-13471	41-1656308
(State of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5000 West 36th Street, Suite 220 Minneapolis, Minnesota	55416
(Address of Principal Executive Offices)	(Zip Code)

(763) 392-6200

(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 (see General Instruction A.2):

☐	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))

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	LDWY	The Nasdaq Stock Market LLC

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

If 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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Acquisition of Bloomia

On February 22, 2024 (the “Closing Date”), Lendway, Inc. (the “Company”) completed the acquisition (the “Acquisition”) of Bloomia B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands (“Bloomia”). Bloomia is a leader in the fresh cut tulip industry originally founded in the Netherlands. The Acquisition was completed through Tulp 24.1, LLC, a Delaware limited liability company (the “U.S. Subsidiary”) and Tulipa Acquisitie Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands and a wholly owned subsidiary of the U.S. Subsidiary (the “Dutch Subsidiary”, together with the U.S. Subsidiary, the “Purchasers”), pursuant to an Agreement for the Sale and Purchase of Shares (the “Purchase Agreement”) by and among the U.S. Subsidiary, the Dutch Subsidiary, Botman Bloembollen B.V. (“Botman”), W.F. Jansen, who is also the continuing chief executive officer of Bloomia (“Jansen”), and H.J. Strengers (“Strengers”, together with Botman and Jansen, the “Sellers”) and the Company, as the Guarantor. Following the Acquisition, the Dutch Subsidiary was merged with and into Bloomia and U.S. Subsidiary became the holder of 100% of the ownership interests of Bloomia. As of the Closing Date, the Company held an 81.4% ownership interest in the U.S. Subsidiary and Jansen owned the remaining 18.6% ownership interest. The Company agreed to guarantee the Purchasers’ performance under the Purchase Agreement.

The Acquisition was completed using a base purchase price of approximately $54.4 million, subject to customary purchase price adjustments (the “Purchase Price”). The Purchase Price was determined based on an assumed enterprise value of $51.0 million as of July 1, 2022, plus cash and cash equivalents, minus debt and other liabilities. After accounting for interim developments after the valuation date, the U.S. Subsidiary paid cash closing consideration totaling approximately $47.5 million. The U.S. Subsidiary funded the closing payments through: (i) approximately $22.8 million aggregate borrowings under the Credit Agreement (as defined below); (ii) $12.8 million pursuant to bridge loan, of which approximately $12.1 million was provided to the Dutch Subsidiary by Botman, approximately $400,000 was provided to the U.S. Subsidiary by Jansen, and $260,000 was provided to the Dutch Subsidiary by Strengers (“Bridge Loan 1”); (iii) a second bridge loan in the principal amount of $2.7 million provided by Botman to the Dutch Subsidiary (“Bridge Loan 2”, together with Bridge Loan 1, the “Bridge Loans”), and (iv)  cash on hand. The Company has provided an unsecured guaranty of the obligations of the U.S. Subsidiary under the Credit Facility and the Bridge Loans. In anticipation of the Closing, Lendway made an initial cash contribution to the U.S. Subsidiary totaling approximately $12.9 million and expects to fund an additional $400,000 for approximately $13.3 million total. In connection with the Closing and in addition to the cash closing consideration, the U.S. Subsidiary paid off approximately $4.5 million of outstanding borrowings by Bloomia under an existing revolving credit facility.

The Purchase Agreement contains customary representations, warranties, covenants, limitations of liability of Sellers and other terms, provisions and conditions for a transaction of this size and nature, including customary non-compete and non-solicitation restrictions on the Sellers and their ultimate beneficial owners, for a period of three years after the Closing Date. The assertions embodied therein were made solely for purposes of the Purchase Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating their respective terms. Moreover, they may be subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. For the foregoing reasons, no person should rely on such representations, warranties, covenants or other terms, provisions or conditions as statements of factual information at the time they were made or otherwise. Unless required by applicable law, the Company undertakes no obligation to update such information.

The Purchase Agreement contained customary termination rights in the event the parties breached their respective closing obligations, as set forth in the Purchase Agreement. The Purchase Agreement does not contain any further termination rights.

The Purchase Agreement includes certain tax indemnification obligations. The Purchase Agreement is governed by Dutch law and the court in Amsterdam, Netherlands will preside over any and all claims in relation to the Purchase Agreement and the Bridge Loans.

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The foregoing descriptions of the Purchase Agreement and the Bridge Loans do not purport to be complete and are subject to, and qualified by, the full text of the Purchase Agreement and each of the Bridge Loans, copies of which are attached hereto as Exhibits 2.1, 10.1 and 10.2, respectively, and are incorporated herein by reference.

Financing Arrangements

On February 20, 2024, the Company entered into a Credit Agreement as the parent guarantor, together with the U.S. Subsidiary, as borrower (the “Borrower”),  the Dutch Subsidiary, as a guarantor, and, effective immediately upon the consummation of the Purchase Agreement, Bloomia, and Fresh Tulips USA, LLC, a Virginia limited liability company, as guarantors, with Associated Bank, N.A., a national banking association, as agent for itself and the other lenders from time to time party thereto (the “Credit Agreement”). Under the Credit Agreement, the lenders funded $18,000,000 in term loans to fund the Borrower’s acquisition of Bloomia. The Credit Agreement also contains a $6,000,000 revolving facility, which may be used by the Borrower for general business purposes and working capital.

Borrowings under the Credit Agreement bear interest at a rate per annum equal to Term SOFR for an interest period of one month plus 3.0%. In addition to paying interest on the outstanding principal under the Credit Agreement, the Borrower is required to pay a commitment fee of 0.50% on the unutilized commitments under the revolving credit facility.

The term loans will be repaid in quarterly installments of $450,000, commencing on June 30, 2024. The remaining outstanding balance will be repaid in full after five years. The scheduled maturity of the revolving facility is February 20, 2029.

The obligations under the Credit Agreement are secured by substantially all of the personal property assets of the Borrower and its subsidiaries. The Company has provided an unsecured guaranty of the obligations of the Borrower under the Credit Agreement.

Commencing with the fiscal quarter ending on March 31, 2024, the Credit Agreement will require the Borrower and its subsidiaries to maintain (a) a minimum fixed charge coverage ratio of not less than 1.25 to 1.00 and (b) a maximum senior cash flow leverage ratio of 3.0 to 1.0 until September 30, 2024, and stepping down to 2.00 to 1.00 on December 31, 2027, until the maturity date of the Credit Agreement. The Credit Agreement also contains other customary affirmative and negative covenants, including covenants that restrict the ability of the Borrower and its subsidiaries to incur additional indebtedness, dispose of significant assets, make distributions or pay dividends to the Company, make certain investments, including any acquisitions other than permitted acquisitions, make certain payments, enter into sale and leaseback transactions or grant liens on its assets, subject to certain limitations.

The Credit Agreement contains customary events of default, the occurrence of which would permit the lenders to terminate their commitments and accelerate loans under the Credit Agreement, including failure to make payments under the credit facility, failure to comply with covenants in the Credit Agreement and other loan documents, cross default to other material indebtedness of the Borrower or any of its subsidiaries, failure of the Borrower or any of its subsidiaries to pay or discharge material judgments, bankruptcy of the Borrower or any of its subsidiaries, and change of control of the Company. The assertions embodied therein were made solely for purposes of the Credit Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating their respective terms.

Associated Bank, N.A. has performed and may continue to perform commercial banking and financial services for the Borrower and its subsidiaries for which they have receive and will continue to receive customary fees.

The foregoing description of the Credit Agreement does not purport to be complete and is subject to, and qualified by, the full text of the Credit Agreement, a copy of which is attached hereto as Exhibit 10.3 and is incorporated herein by reference.

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Limited Liability Company Agreement

On February 22, 2024, the U.S. Subsidiary adopted an Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) among the U.S. Subsidiary, the Company, as the majority member, and Jansen, as the minority member. The LLC Agreement provides that the Company is the managing member of the U.S. Subsidiary and holds full and complete discretion to manage and control its business and affairs. The LLC Agreement does not directly provide for compensation to the Company its services as the managing member, but the U.S. Subsidiary will reimburse the Company for all ordinary, necessary and direct expenses incurred when carrying out business for the U.S. Subsidiary.

The foregoing description of the LLC Agreement does not purport to be complete and is subject to, and qualified by, the full text of the LLC Agreement, a copy of which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.

Management Services Agreement

On February 22, 2024, the Company and the U.S. Subsidiary entered into a Management Services Agreement (the “Management Services Agreement”), whereby the Company agreed to provide certain advisory and consulting services to the U.S. Subsidiary as described therein. In consideration for the services rendered by the Company or its affiliates thereunder, the U.S. Subsidiary will pay to the Company an annual fee in the amount equal to the greater of (i) the EBITDA Percentage Amount (as defined therein) for such fiscal year, or (ii) $720,000.

The foregoing description of the Management Services Agreement does not purport to be complete and is subject to, and qualified by, the full text of the Management Services Agreement, a copy of which is attached hereto as Exhibit 10.5 and is incorporated herein by reference.

Lease Agreement

Fresh Tulips USA, LLC dba Bloomia is party to a Lease Agreement, dated July 1, 2021, by and between Horti-Group, LLC with respect to the property situated at 2259 Kings Hwy, King George, Virginia, which houses the significant majority of Bloomia’s operations (the “Lease”). The lease currently requires monthly rent payments of $272,214, subject to a 2% increase beginning on January 1^st of each subsequent year. The Lease is scheduled to expire in 2028, but may be extended by an additional ten years at the lessee’s option.

The foregoing description of the material terms of the Lease Agreement does not purport to be complete and is subject to, and qualified by, the full text of the Lease Agreement, a copy of which is attached hereto as Exhibit 10.6 and is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Purchase Agreement is incorporated by reference into this Item 2.01.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Credit Agreement and Bridge Loans is incorporated by reference into this Item 2.03.

Item 7.01 Regulation FD Disclosure.

On February 26, 2024, the Company issued a press release announcing execution of the Purchase Agreement and related credit arrangements, the text of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

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The information in this Item 7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.

Item 9.01. Financial Statements and Exhibits.

(99) Financial Statements of Business Acquired.

The financial statements required by this item are not being filed herewith. The Company will file the required financial statements as an amendment to this Current Report on Form 8-K as soon as practicable after the date hereof and not later than 71 days after the date this Current Report on Form 8-K would otherwise be required to be filed.

(b) Pro Forma Financial Information.

The pro forma financial information required by this item is not being filed herewith. The Company will file the required pro forma financial information as an amendment to this Current Report on Form 8-K as soon as practicable after the date hereof and not later than 71 days after the date this Current Report on Form 8-K would otherwise be required to be filed. 

(d) Exhibits.

Exhibit No.	Description
2.1*	Agreement for the Sale and Purchase of Shares, dated February 21, 2024, by and among Tulp 24.1, LLC, Tulipa Acquisitie Holding B.V., Botman Bloembollen B.V., W.F. Jansen, H.J. Strengers and the Company
10.1*	Bridge Loan Agreement, dated February 22, 2024, by and between Botman Bloembollen B.V., W.F. Jansen, H.J. Strengers, Tulp 24.1, LLC, Tulipa Acquisitie Holding B.V. and the Company
10.2*	Bridge Loan Agreement, dated February 22, 2024, by and between Botman Bloembollen B.V. and Tulipa Acquisitie Holding B.V.
10.3*	Credit Agreement, dated February 20, 2024, by and among the Company, TULP 24.1, LLC, Tulipa Acquisitie Holding B.V., Bloomia B.V., Fresh Tulips USA, LLC, and Associated Bank, N.A., a national banking association
10.4*	Amended and Restated Limited Liability Company Agreement, dated February 22, 2024, by and among the Company, Tulp 24.1, LLC and Werner F. Jansen.
10.5*	Management Services Agreement, dated February 22, 2024, by and between the Company and Tulp 24.1, LLC
10.6*	Lease Agreement, dated July 1, 2021, by and between Horti-Group, LLC and Fresh Tulips USA, LLC dba Bloomia
99.1	Press Release dated February 26, 2024
104	Cover Page Interactive Data File

* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the SEC upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.

Cautionary Statement for the Purpose of Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995

Statements in this Current Report on Form 8-K that are not statements of historical or current facts are considered forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. The words “anticipate,” “believe,” “continue,” “expect,” “keep,” “plan,” “positions,” “potential,” “promises,” “remain,” “seek,” “will” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these or any forward-looking statements, which speak only as of the date of this report. Statements made in this report regarding, for instance, contributions to the U.S. Subsidiary and potential borrowing capacity under the Credit Agreement, are forward-looking statements. These forward-looking statements are based on current information, which we have assessed and which by its nature is dynamic and subject to rapid and even abrupt changes. As such, actual results may differ materially from the results or performance expressed or implied by such forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, including our ability to maintain and integrate the acquired business, changes competition or price pressure resulting from public announcement of the acquisition, changes in demand and customer requirements for our products, delays or interruptions in production resulting from hazards, transportation limitations or other extraordinary events outside our control that may negatively impact our business or the supply chains in which we participate, risks associated with international operations, including import regulations, and those set forth in our Annual Report on Form 10-K for the year ended December 31, 2022 and additional risks, identified in our Quarterly Reports on Form 10-Q and our other Current Reports on Form 8-K filed with the SEC. Such forward-looking statements should be read in conjunction with Lendway’s filings with the SEC. Lendway assumes no responsibility to update the forward-looking statements contained in this report release or the reasons why actual results would differ from those anticipated in any such forward-looking statement, other than as required by law.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

	LENDWAY, INC.
Date: February 26, 2024	By:	/s/ Zackery A. Weber
		Zackery A. Weber
		Vice President of Finance

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EX-2.1

EXHIBIT 2.1

Agreement for the sale and purchase of shares

in the share capital of Bloomia B.V.

between

Botman Bloembollen B.V., Mr W.F. Jansen and Mr H.J. Strengers (as the Sellers)

and

Tulipa Acquisitie Holding B.V.(as the Purchaser) and Tulp 24.1, LLC (as the US Purchaser)

22 February 2024

TABLE OF CONTENTS

1.	Definitions	4
2.	Sale and Purchase	13
3.	Purchase Price Purchase Price	14
4.	Leakage	15
5.	Closing	15
6.	Due Diligence Investigation	16
7.	Settlement of indebtedness	17
8.	Warranties	17
9.	Warranty Breaches	18
10.	Limitation of Liability	19
11.	Indemnities	21
12.	Conduct of Tax Claims	22
13.	Restrictive Covenants	23
14.	Security	25
15.	Confidentiality	25
16.	Notices	26
17.	Costs	27
18.	Amendments	27
19.	Further Assurances and covenants	27
20.	Guarantee	28
21.	Assignment	28
22.	General	28
23.	Governing Law and Jurisdiction	29

APPENDICES
Appendix 1	Subsidiaries
Appendix 2	Equity Bridge
Appendix 3	Leakage
Appendix 4	Independent Expert	32
Appendix 5	Warranties	33
Appendix 6	Closing	48
Appendix 7	Notary Letter
Appendix 8	Deeds of Transfer
Appendix 9	Disclosed Information
Appendix 10	Subscription Agreement
Appendix 11	Bridge Loan Agreements

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THIS AGREEMENT is made on the date as stated on the first page.

THE UNDERSIGNED:

1.	BOTMAN BLOEMBOLLEN B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands, with its statutory seat in gemeente Enkhuizen, the Netherlands, and registered with the Trade Register of the Chamber of Commerce under number 36003543 (Botman Bloembollen);
2.	MR W.F. JANSEN, a natural person, (Jansen);
3.	MR H.J. STRENGERS, a natural person, (Strengers);
4.	TULIPA ACQUISITIE HOLDING B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands, with its statutory seat in Amsterdam, the Netherlands, and registered with the Trade Register of the Chamber of Commerce under number 92843085 (the Purchaser);
5.	TULP 24.1, LLC, a company incorporated and validly existing under the laws of the State of Delaware, the United States of America, having its registered office at Wilmington, Delaware 19801, United States of America, 1209 Orange Street, Corporation Trust Center, registered under number 2939451 (the US Purchaser); and
6.	Lendway INC., a publicly traded company on NASDAQ, incorporated and validly existing under the Laws of the state of Delaware, United States of America, having its corporate seat and office at 5000 W 36th Street, Suite 220, Minneapolis, Minnesota 55416, United States of America, registered under file number 7513744 (the Guarantor).

The parties referred to under 1 up to and including 3 are hereinafter together referred to as the Sellers and individually also as a Seller.

The parties referred to under 4 and 5 are hereinafter together referred to as the Purchasers.

The parties referred to under 1 up to and including 6 are hereinafter together referred to as the Parties and individually also as a Party.

WHEREAS:

A.

The Sellers hold the legal and beneficial title to all 18,200 issued and outstanding shares in the share capital of Bloomia B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands, with its statutory seat in Enkhuizen, the Netherlands, and registered with the Trade Register of the Chamber of Commerce under number 37085067 (the Company and all the shares held by the Sellers hereinafter the Shares).

B.

The Company holds the legal and beneficial title to such percentage of the shares in the companies as identified Appendix 1 (the Subsidiaries and, together with the Company, the Group Companies and each a Group Company). The Company furthermore holds 30% of the shares in the share capital of Araucania Flowers SA (Chile) (Araucania).

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C.	The business activities of the Company consist of sourcing tulip bulbs from producers in the Netherlands, Chile and New Zealand and operating greenhouses to hydroponically grow tulips and selling those tulips in the United States of America, South-Africa and Latin America (the Business).
D.	Botman Bloembollen and Strengers wish to sell and transfer the Shares they hold to the Purchaser and Jansen wishes to sell and transfer the Shares it holds to the US Purchaser, and the Purchasers wish to purchase and accept the Shares from the Sellers (the Transaction).
E.	The Guarantor, as the parent company of Purchasers, and Botman Bloembollen have entered into a letter regarding an indication of interest dated the 6th of December 2023 (the LOI).
F.	The Parties have obtained all necessary corporate approvals to enter into this Agreement and to complete the Transaction.
G.	No works council (ondernemingsraad) or other employee representation body has been established by the Sellers, the Purchaser or the Company.
H.	The Parties have reached agreement on the sale and purchase of the Shares on the terms and conditions set out in this Agreement.

IT IS AGREED as follows:

1.	DEFINITIONS
1.1.	Capitalised terms used in this Agreement shall have the meaning given to them in this clause 1.1:
	Accounts means the audited consolidated annual accounts of the Company and the Subsidiaries and as at the relevant Accounts Date, comprising a consolidated balance sheet and a consolidated profit and loss account ending on the Accounts Date and the explanatory notes thereto; Accounts Date means 30 June 2022 in respect of the audited consolidated annual accounts of the Company and the Subsidiaries; Additional Leakage has the meaning given to it in clause 4.3; Affiliate means (a) in relation to any natural person (i) any spouse, partner or child of such natural person, (ii) any entity controlled by such natural person or one or more relatives of such natural person; or (iii) any trust for the benefit of such natural persons or one or more relatives of such natural person, and (b) in relation to any entity (i) the ultimate parent of a Person and(ii) any and all Persons with respect to which the ultimate parent of a Person directly or indirectly, holds more than 50% (fifty per cent) of the nominal value of the share capital issued, or any Person at any time Controlling, Controlled by or under common Control with, such Person. The term "control" as used in this definition shall mean the legal, beneficial or equitable ownership, directly or indirectly, of more than 50% of the aggregate of all voting equity interests in such entity, or the ability to have a decisive influence in such entity; Agreement means this agreement for the sale and purchase of the Shares; Anti-Corruption Law means the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), and any other applicable national and international anti-corruption laws. Araucania has the meaning given to it in recital B;

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Base Purchase Price has the meaning given to it in clause 3.1(a);

Botman Bloembollen has the meaning given to it in the introduction of this Agreement;

Botman Bloembollen Shares means 16,927 shares in the share capital of the Company numbered 1,274 up to and including 18,200, with a nominal value of EUR 1 each;

Bridge Loan Agreement has the meaning given to it in clause 3.5;

Bridge Loan Amount has the meaning given to it in clause 3.5;

Business has the meaning given to it in recital C;

Business Day means a day (other than a Saturday or Sunday) on which banks are generally open in the Netherlands for normal business;

CARES Act means (i) the Coronavirus Aid, Relief, and Economic Security Act of 2020 and any administrative or other guidance published with respect thereto by any Governmental Entity (including IRS Notices 2020-22 and 2020-65), or any other Law or executive order or executive memorandum (including the Memorandum on Deferring Payroll Tax Obligations in Light of the Ongoing COVID-19 Disaster, dated August 8, 2020) intended to address the consequences of COVID-19 (in each case, including any comparable provisions of state or local U.S. Law and including any related or similar orders or declarations from any Governmental Entity) and (ii) any extension of, amendment, supplement, correction, revision or similar treatment to any provision of the CARES Act contained in the Consolidated Appropriations Act, 2021, H.R. 133;

CIT Fiscal Unity means the fiscal unity (fiscale eenheid) for corporate income tax purposes as referred to in the Dutch Corporate Tax Act (Wet op de vennootschapsbelasting 1969) between the Company and Botman Bloembollen;

Closing means execution of all steps set out in clause 5;

Closing Date has the meaning given to it in clause 5.1;

Closing Payment has the meaning given to it in clause 5.2;

Company has the meaning given to it in recital A;

Company Intellectual Property has the meaning given to it in paragraph 12.3 of Appendix 5;

Control means (i) the power to, directly or indirectly, alone or jointly, exercise more than half of the voting rights at the general meeting in a Person, whether or not pursuant to agreement with other Persons entitled to vote, (ii) the power, directly or indirectly, alone or jointly, whether or not pursuant to agreement with other Persons entitled to vote, to appoint or dismiss more than half of the directors or supervisory board members of a Person, even if all Persons entitled to vote and/or (iii) owning, directly or indirectly, more than half of the shares (or similar financial participation) in the capital of a Person;

COVID-19 Assistance Programs means all aid, relief, benefit, or assistance programs (i) arising under or established pursuant to the CARES Act, including without limitation the Paycheck Protection Program, the Employee Retention Tax Credit program and the Economic Injury Disaster Loan program administered by the SBA, as modified by the CARES Act (including one-time emergency grants thereunder), or (ii) arising under the Families First Coronavirus Response Act or (iii) established or administered by state or local governmental authorities in response to the COVID-19 pandemic and SARS-CoV-2;

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Damage has the meaning given to it in clause 9.1;

Data Room means the online data room hosted by Virtual Vaults made available to the Purchaser and its advisors from 10 January 2024 until 15 February 2024, containing financial, legal and commercial information in relation to the Shares, the Group, the Business, its assets, liabilities and prospects, the contents of which data room are stored on the data carrier attached hereto as Appendix 9;

DCC means the Dutch Civil Code (Burgerlijk Wetboek);

Deed of Transfer means the notarial deed of transfer of the Botman Bloembollen Shares and the Strenger Shares, substantially in the form attached to this Agreement as Appendix 8, Part 1;

Disclosed Information means any and all information which is (i) contained in this Agreement, (ii) contained in any document set out in the Data Room and (iii) contained in the written answers provided to the questions submitted by the Purchaser and/or its advisors during its due diligence process as included in the Data Room;

Dispute Notice has the meaning given to it in clause 4.3;

EBITDA means the earnings before interest, taxes, depreciation and amortisation;

Effective Date means 1 July 2022, 0.01h;

Employee Retention Tax Credit means the employee retention credit for eligible employers pursuant to Section 2301 of the CARES Act, as amended;

Employees has the meaning given to it in paragraph 9.2 of Appendix 5;

Encumbrance means any encumbrance including without limitation mortgage, pledge, charge, lien, deposit or assignment by way of security, option or right of pre-emption, entitlement to ownership (including usufruct and similar entitlements), any provisional or executorial attachment and any other interest or right held, or claim that could be raised, by a third party;

Environmental Law(s) means all Laws and requirements relating to pollution, protection of the environment, public health and safety, and worker health and safety, or the generation, manufacture, storage, disposal, handling, investigation, remediation, treatment, release, use of or exposure to Hazardous Substances;

Environmental Permits has the meaning given to it in paragraph 16.2 of Appendix 5

Exit Bonus means any Exit Bonus paid or due to Jansen as defined in and pursuant to the performance bonus plan agreement between Jansen and Fresh Tulips USA, LLC, as last amended with effect from 24 January 2024;

Fairly Disclosed means that the relevant facts and circumstances regarding a matter clearly appear from the Disclosed Information in such manner and to the extent that its existence should reasonably have been clear to and known by the Purchaser (and its advisors) after a face value reading of the documents and, in respect of information in de Disclosed Information, where reference is made to a document, but that document has not been provided in the Disclosed Information, such reference to such document and document shall not be deemed Fairly Disclosed;

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Fundamental Warranties means the Warranties included in paragraphs of 1, 2, 3 and 4 of Appendix 5;

Government Official means (i) any official, director, officer, employee, agent or Representatives (including anyone elected, nominated, or appointed to be an official, director, officer, employee, agent or Representative) of, or any Person acting in an official capacity for or on behalf of, any Governmental Entity, (ii) any political party, political party official, or candidate for political office, (iii) any official, employee, agent or Representatives of, or any Person acting in an official capacity for or on behalf of, a company, business, enterprise or other entity owned, in whole or in part, or controlled by any Governmental Entity; (iv) any official, employee, agent or Representatives of, or any Person acting in an official capacity for or on behalf of, a public international organization; (v) a member of a royal family, or (vi) any agent or representative of any of those Persons listed in subcategories (i)-(v).

Governmental Entity means any (i) supranational, national, state, municipal, local or foreign government, any court, tribunal, arbitrator, administrative agency, commission or other Government Official, authority or instrumentality, in each case whether domestic or foreign, any stock exchange or similar self-regulatory organization or any quasi-governmental or private body exercising any executive, legislative, judicial, regulatory, Tax Authority or other functions of, or pertaining to, government authority (including any governmental or political division, department, agency, commission, instrumentality, official, organization, unit, body or entity and any court or other tribunal); (ii) any political party; (iii) any entity or business that is owned or controlled by any of those bodies listed in subcategory (i) or (ii); or (iv) international organization, such as the United Nations or the World Bank.

Group means the Group Companies collectively;

Group Companies and Group Company have the meaning given to them in recital B;

Group Companies’ Insurance Policies has the meaning given to it in paragraph 11.1 of Appendix 5;

Growth Bonus means any Growth Bonus paid or due to Jansen as defined in and pursuant to the performance bonus plan agreement between Jansen and Fresh Tulips USA, LLC, as last amended with effect from 16 February 2023;

Guarantor means Lendway Inc.;

Half Year Accounts means the half year interim accounts of the Group Companies as at 31 December 2023, comprising a consolidated balance sheet and a consolidated profit and loss account ending on 31 December 2023;

Hazardous Substance means any material or substance that is listed in or regulated by any Environmental Laws or that has been designated by any Governmental Entity to be radioactive, toxic, hazardous or otherwise a danger to human health or the environment, including asbestos in any form or condition, petroleum and petroleum products, radon gas, radioactive substance, per- and polyfluoroalkyl substances, or any other material, substance, pollutant, contaminant or waste to which liability or standards of conduct may be imposed under any Environmental Law;

Identified Leakage has the meaning given to it in clause 4.2;

Independent Expert has the meaning given to it in clause 4.4;

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Intellectual Property Rights has the meaning given to it in paragraph 12.1 of Appendix 5; IRS means the United States Internal Revenue Service; Jansen has the meaning given to it in the introduction of this Agreement; Jansen Shares means 909 shares in the share capital of the Company numbered 365 up to and including 1,273, with a nominal value of EUR 1 each; Law(s) means all applicable foreign, international, federal, state or local laws, statutes, regulations, ordinances, permits, rules, regulations, directives, common law rulings, orders, decrees, judgments, consent decrees or governmental requirements enacted, promulgated, entered into or imposed by any Governmental Entity, in each case, as enacted and in effect on or prior to the Closing Date; Leakage means:
(a)	the amount of all payments made by any of the Group Companies to or for the benefit of any of the Sellers or any Affiliate of any of the Sellers, following a capital decrease;
(b)	the amount of all other distributions (in cash or in kind) or any other return of capital, whether by dividend or repurchase or redemption of share capital or otherwise and any other payment in respect of any share capital or other securities of any of the Group Companies, in each case in cash or in kind, paid or made by the relevant company to, or for the benefit of, any of the Sellers or any Affiliate of any of the Sellers;
(c)	the amount of any indebtedness or liability owed by any of the Sellers or any Affiliate of any of the Sellers which is waived by any Group Company to or for the benefit of any of the Sellers or any Affiliate of any of the Sellers or the amount of any indebtedness repaid by or incurred to or for the benefit of indebtedness or liability owed by any of the Sellers or any Affiliate of any of the Sellers by any of the Group Companies;
(d)	the amount of any waiver, deferral, forgiveness or release by any of the Group Companies of any amount or obligation owed or due to a company by any of the Sellers or any Affiliate of any of the Sellers;
(e)	an amount equal to any break fees, prepayment fees and related costs and expenses (including the fees, costs and expenses of lawyers) incurred by any of the Group Companies in connection with releasing any security over any assets of any of the Group Companies, all to the extent any of these items are actually paid by any of the Group Companies in connection with the repayment of any loan in connection with the Transaction;
(f)	the amount of any assumption, indemnification, settlement, guarantee, Encumbrance or discharge of any liability of any of the Sellers or any Affiliate of any of the Sellers by any of the Group Companies;
(g)	the amount equal to the value of any assets sold, transferred or otherwise disposed of by any of the Group Companies to or for the benefit of any of the Sellers or any Affiliate of any of the Sellers;
(h)	the amount of all payments made by any of the Group Companies to or for the benefit of any of the Sellers or any Affiliate of any of the Sellers that are not at arm’s length conditions;

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(i)	the amount of any bonus or other compensation (whether in cash or in kind) payable to directors, officers, employees or consultants of any of the Group Companies which are payable by any of the Group Companies as a result of the entering into of this Agreement or the completion of the Transaction;
(j)	the amount of any fees (including fees of legal counsel and other external advisers), costs and expenses of any of the Sellers or any Affiliate of any of the Sellers in relation to the Transaction incurred or reimbursed by, or charged to any of the Group Companies;and
(k)	the agreement or undertaking by a Group Company to do any of the matters referred to in the items under (a) up to and including (j) above; and
(l)	the amount of Tax imposed on or payable by any of the Group Companies in respect of any of the matters referred to in the items under (a) up to and including (j) above,
all to the extent occurring after the Effective Date and excluding any Permitted Leakage and minus any Leakage Tax Benefit; Leakage Tax Benefit means the leakage tax benefit in respect of each Leakage item, which shall be calculated as follows:

(a)	the amount of VAT which is actually recovered or off-set by any of the Group Companies in connection with the relevant Leakage item; plus
(b)	such portion of the relevant Leakage item which is actually deductible for corporate income Tax purposes in the relevant jurisdiction, multiplied by the top corporate income tax rate in such jurisdiction; plus
(c)	any other Tax refund actually received by any of the Group Companies or any other reduction of Tax actually due by the Group Companies or Group Company Relief in connection with the relevant Leakage item and not included under (a) or (b) above;
LOI has the meaning given to it in recital E; Management Accounts means the unaudited consolidated management accounts of the Group for the period between the Accounts Date and ending on the last day of November 2023, as included in folder 1.2 of the Data Room; Non-Cash Purchase Price has the meaning given to it in clause 3.3; Notary means Mr Laurens Kelterman of NP Notaries or his substitute in office; Notary Letter means the notary letter between the Notary and the Parties, which sets out the closing mechanics and flow of funds at Closing, prepared by the Notary attached hereto as Appendix 7; Party and Parties have the meaning given to them in the introduction of this Agreement; Paycheck Protection Program means the business loan program established by the CARES Act that is commonly referred to as the “Paycheck Protection Program”;

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Permitted Leakage means:
(a)	the management fee of EUR 56,810 ex VAT per month paid to Botman Bloembollen between the Effective Date and the Closing Date, calculated on a pro rata temporis basis;
(b)	the management fee/salary of USD 20,833 per month paid to Jansen between the Effective Date and the Closing Date, calculated on a pro rata temporis basis;
(c)	any tax compliance and other regular advisory fees paid to Nordend Advisors BV incurred by any of the Group Companies in the ordinary course of business and not related to the Transaction;
(d)	the management fee/salary of EUR 2,172.53 (excl. vacation allowance) per month paid to M. den Das between the Effective Date and the Closing Date, calculated on a pro rata temporis basis; and
(e)	the Basis Bonus and Growth Bonus pursuant to the performance bonus plan agreement between Jansen and Fresh Tulips USA, LLC of 2 July 2020 and the performance bonus plan amendments dated 26 July 2022 and 16 February 2023;
Person means any individual, firm, company, government, governmental authority, Tax Authority, state or agency of a state or any joint venture, association, or partnership (whether or not having separate legal personality) and that person's successors in title and permitted assigns and transferees; PPP Audit means any audit or review by the PPP Lender, the SBA, or any other Governmental Entity with respect to any aspect of a PPP Loan (including without limitation the eligibility of each applicable Group Company for the Paycheck Protection Program, the use of PPP Loan proceeds, the applicable Group Company’s PPP Loan forgiveness application, or any other aspect of any Group Company’s compliance with applicable Law relating to the PPP Loan and the Paycheck Protection Program); PPP Lender means Mechanics Bank in its capacity as lender pursuant to the PPP Loan; PPP Loan means the liabilities of any Group Company under (a) SBA Loan No. 700000061251 between Fresh Tulips USA, LLC and the PPP Lender dated on or about April 30, 2020, relating to that loan made by the PPP Lender in favor of Fresh Tulips USA, LLC in the principal amount of $903,540.00 in connection with the Paycheck Protection Program, and (b) any other loan from, or liability or obligation of any Group Company to, the SBA or any other party under or in connection with any COVID-19 Assistance Programs; Properties has the meaning given to it in paragraph 15.2 of Appendix 5; Purchase Price has the meaning given to it in clause 3.1; Purchaser has the meaning given to it in the introduction of this Agreement; Purchasers has the meaning given to it in the introduction of this Agreement; Purchaser’s Group means the Guarantor, the Purchasers and all of their subsidiaries and group companies, as defined in sections 2:24a and 2:24b of the DCC, from time to time, including as of Closing the Group Companies; Purchaser’s Relief means (i) any Relief arising to any of the Purchasers or any member of the Purchaser’s Group and (ii) any Relief arising to any of the Group Companies to the extent it arises in respect of an event occurring (or deemed to occur), or period commencing, on or after the Effective Date;

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Relief means, unless the context otherwise requires, any allowance (including amortization or depreciation), credit, deduction, exemption or set-off in respect of any Tax or relevant to the computation of any income, profits or gains for the purposes of any Tax, or any right to repayment of or saving of Tax and any reference to the use or set-off of Relief shall be construed accordingly;

Representatives means any director, officer, employee, accounting, financial, legal, tax or other professional adviser of the relevant person;

SBA means the United States Small Business Administration, and any successor agency with administrative or enforcement authority or control over the Paycheck Protection Program;

Second Bridge Loan Agreement has the meaning given to it in clause 3.6;

Second Bridge Loan Amount has the meaning given to it in clause 3.6;

Seller and Sellers have the meaning given to them in the introduction of this Agreement;

Shares has the meaning given to it in recital A;

Strengers has the meaning given to it in the introduction of this Agreement;

Strengers Shares means 364 shares in the share capital of the Company numbered 1 up to and including 364, with a nominal value of EUR 1 each;

Subsidiaries has the meaning given to it in recital B;

Subsidiary Shares has the meaning given to it in paragraph 3.1 of Appendix 5;

Taxation or Tax means all taxes, withholdings (including any liability for repayment of subsidies or grants in respect of wage tax), social security charges, contributions, duties and other levies of whatever nature, including without limitation to corporate income tax, wage withholding tax, social security premium, value added tax, premiums or other contributions, consumption taxes, environmental taxes, dividend withholding tax, packaging tax, (real estate) transfer tax, property tax, capital tax, energy tax, waste tax, import, export, custom and other duties any repayment of unlawful state aid in relation thereto, as well as any payment required to be made under any contract in relation to tax, whether direct or indirect, whether due by way of primary or secondary liability, separately or jointly due to, payable to, levied by, imposed upon by, awarded by or held responsible for by any Tax Authority, and any interest, penalties, fines, costs and expenses or other additions thereto, whether disputed or not and regardless of whether these items are chargeable directly or primarily against or attributable directly or primarily to any other person and of whether any amount in respect of any of them is recoverable from any other person and all penalties, additions, interest, damage, fines, costs and expenses to any of them;

Tax Authority means any government, state or municipality or any local, state, federal or other fiscal, revenue, customs or excise authority, body or official anywhere in the world, authorized to levy Taxation;

Tax Claim means a claim under any indemnity included in clause 11.1 or under any of the Tax Warranties;

Tax Liability means (i) any liability to make or suffer (including by way of set-off against a Tax receivable) an actual or increased payment of Tax, and (ii) the use or set-off of any Purchaser's Relief in circumstances where, but for such use or set-off, an actual liability to Tax would have arisen (the amount of the Tax Liability for these purposes being deemed to be equal to the amount of the actual liability to Tax that is saved by the use or set-off of the Purchaser's Relief), and (iii) the loss of any Relief that was included in the Accounts as an asset or was otherwise taken into account in determining the Purchase Price;

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	Tax Warranties means the Warranties included in paragraph 14 of Appendix 5 and Tax Warranty means any of them; TCA means the Dutch Tax Collection Act 1990 (Invorderingswet 1990); Third Party Claim has the meaning given to it in clause 9.6; Transaction has the meaning given to it in recital D; US Deed of Transfer means the notarial deed of transfer of the Jansen Shares, substantially in the form attached to this Agreement as Appendix 8, Part 2; US Purchaser has the meaning given to it in the introduction of this Agreement; VAT Fiscal Unity means the fiscal unity (fiscale eenheid) for value added tax purposes as referred to in the Dutch Turnover Tax Act (Wet op de omzetbelasting 1968) between the Company and Botman Bloembollen; Warranties means the representations and warranties of Seller contained in Appendix 5 and Warranty means any of them; and Warranty Breach means a Warranty being untrue, inaccurate or misleading on the date the relevant Warranty is given.
1.2.	Where any statement in this Agreement is qualified by the awareness or knowledge of the Sellers ("to the best of the Sellers’ knowledge" or any similar expression) that statement shall be deemed to refer to the knowledge that any of Mr N.J. Botman, Mr P.A.M. Botman, Mr W.J. Jansen, Mr N. Huisman and Mr E. Hoogland has at the Closing Date or should have had after due enquiry of the relevant persons within the Group having knowledge of the subject matter to which the knowledge qualification refers.
1.3.	Any reference in this Agreement to:

(a)	a "subsidiary" or "holding company" is to be construed in accordance with Section 2:24a DCC;
(b)	a "group" or "group company" is to be construed in accordance with Section 2:24b DCC;
(c)	a document in the "agreed form" is a reference to a document in the form agreed between the relevant Parties as being final, initialled upon the signature of this Agreement by or on behalf of the Parties for the purpose of identification only, subject to such amendments as may be agreed from time to time in writing between the relevant Parties;
(d)	the "ordinary course of business" of the Group Companies should be construed as a reference to the activities presently conducted by the Group Companies;
(e)	acting "directly or indirectly" shall include, without prejudice to the generality of that expression, references to acting alone, jointly with, or on behalf of, by means of, or by the agency of any other Persons;

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(f)	clauses, paragraphs, Appendices or schedules are to be construed as a reference to clauses, paragraphs, Appendices and schedules to this Agreement, except where the context requires otherwise;
(g)	clause or chapter headings used in this Agreement are inserted for ease of reading only and shall not affect the content and interpretation of this Agreement;
(h)	a Law, provision of Law or regulation includes a reference to that Law, provision of Law or regulation as amended or re-enacted from time to time, as well as to the Law, provision of Law or regulation by which it is replaced;
(i)	to wording such as including or such as or similar expressions shall be construed so as to be followed by the words ‘but not limited to’;
(j)	the singular shall include the plural and vice versa and references to words importing one gender shall include all genders;
(k)	time of day is to Netherlands time of day; and
(l)	this Agreement or any other document shall be construed as a reference to this Agreement or that other document as amended, supplemented, substituted or novated in accordance with the terms thereof at any time and from time to time.

1.4.	Terms in this Agreement refer to Dutch legal concepts only and shall be interpreted accordingly. The use of these or similar terms in any other jurisdiction shall be disregarded. In respect of any jurisdiction other than the Netherlands, references to any Dutch legal concept shall be deemed to refer to the concept that most approximates to the Dutch legal term in that jurisdiction.
2.	SALE AND PURCHASE
2.1.	Subject to the terms of this Agreement:

(a)	Botman Bloembollen hereby sells the Botman Bloembollen Shares to the Purchaser and the Purchaser hereby purchases the Botman Bloembollen Shares from Botman Bloembollen;
(b)	Jansen hereby sells the Jansen Shares to the US Purchaser and the US Purchaser hereby purchases the Jansen Shares from Jansen; and
(c)	Strengers hereby sells the Strengers Shares to the Purchaser and the Purchaser hereby purchases the Strengers Shares from Strengers,
	each conditional upon the sale and purchase of all Shares being effected.

2.2.	Subject to Closing, the Shares shall be for the risk and account of the Purchasers as of the Effective Date, irrespective of the fact that Closing will occur on a different date and without prejudice to the Warranties and/or the Specific Indemnities.
2.3.	At Closing, the Sellers shall transfer (leveren) the Shares free from all Encumbrances and together with all rights attaching to them to the Purchasers, and the Purchasers shall accept those Shares by executing both the Deed of Transfer and the US Deed of Transfer.

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3.	PURCHASE PRICE PURCHASE PRICE
3.1.	The aggregate purchase price for the Shares shall be equal to (the Purchase Price):

(a)	a base purchase price for the Shares (the Base Purchase Price) of USD 54,405,286, based on an enterprise value of USD 51,000,000 per the Effective Date on a cash and debt free basis and calculated (and adjusted) in accordance with the equity bridge attached hereto as Appendix 2; and
(b)	minus the amount of any Leakage (if any) determined in accordance with clause 4.

3.2.	At Closing, the Purchasers shall pay the Closing Payment (as defined below) in full without any deduction, set-off or suspension in accordance with clause 5.2 below and the Notary Letter.
	Reinvestment and Non-Cash-Purchase Price
3.3.	At Closing, Jansen shall reinvest in the US Purchaser through the issuance of shares in the capital of the US Purchaser. Part of the total amount of the Purchase Price to which Jansen is entitled at Closing, equal to an aggregate amount of USD 1,259,412 shall not be satisfied in cash but in kind by means of the issuance of shares in the capital of the US Purchaser to Jansen (the Non-Cash Purchase Price).
3.4.	At Closing, the Non-Cash Purchase Price shall be paid by the US Purchaser to Jansen in kind as full and final settlement of the US Purchaser’s obligation to pay the Non-Cash Purchase Price by means of the issuance of shares in the capital of the US Purchaser to Jansen by means of the execution, at Closing, by the US Purchaser and Jansen of a subscription agreement, attached hereto as Appendix 10.
	Bridge Loan and Second Bridge Loan
3.5.	Part of the Purchase Price due to Sellers, equal to an aggregate amount of USD 12,750,275 (the Bridge Loan Amount), shall remain due and outstanding and shall be converted into a bridge loan made available by the Sellers (each for the amount referenced in annex 1 of the Bridge Loan Agreement (as defined below)) to the Purchaser, under the terms and conditions set out in the bridge loan agreement, attached hereto as Appendix 11, Part 1 (the Bridge Loan Agreement).
3.6.	Part of the Purchase Price due to Botman Bloembollen, equal to an aggregate amount of USD 2,700,000 (the Second Bridge Loan Amount), shall remain due and outstanding and shall be converted into a bridge loan made available by Botman Bloembollen to the Purchaser, under the terms and conditions set out in the second bridge loan agreement, attached hereto as Appendix 11, Part 2 (the Second Bridge Loan Agreement).
	Adjustment of the Purchase Price
3.7.	Any payment made by the Sellers to the Purchasers under or in connection with this Agreement, shall, to the extent permissible under applicable Law, be treated as an adjustment of the Purchase Price paid by the Purchasers and the Purchase Price shall be deemed to have been reduced by the amount of such payment. The Purchase Price shall not become nil or negative as a result of any such reduction.

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4.	LEAKAGE
	No Leakage
4.1.	The Sellers represent and warrant to the Purchasers that in the period between the Effective Date and the Closing Date no Leakage has occurred or shall occur (except for Identified Leakage, if any, as set out below).
	Identified Leakage
4.2.	Appendix 3 sets outs the items comprising Leakage, if any, including sufficient detail as to enable the Purchasers to verify the amount of Leakage (the Identified Leakage). The Leakage included in Appendix 3 shall be binding for purposes of determining the Purchase Price payable at Closing, but shall be subject to challenges (if any) in accordance with clause 4.3 up to and including clause 4.5.
	Additional Leakage
4.3.	In the event of any Leakage in breach of clause 4.1 which (i) has not yet or insufficiently been taken into account when calculating the Purchase Price, including for the avoidance of doubt the (partial) non-availability of any amount of Leakage Tax Benefit (other than in respect of the Exit Bonus) specified under (b) of the definition of Leakage Tax Benefit which was taken into account when calculating the amount of Identified Leakage, or (ii) which was identified by the Sellers as Permitted Leakage but qualifies as Leakage in accordance with this Agreement (the Additional Leakage), Botman Bloembollen and Strengers shall compensate the Purchaser (to the extend the Additional Leakage occurred in respect of Botman Bloembollen and/or Strengers or any of their Affiliates) and/or Jansen shall compensate the US Purchaser (to the extend the Additional Leakage occurred in respect of Jansen or his Affiliates) within 10 Business Days following request thereto by the Purchasers for such Additional Leakage on a USD for USD basis or EUR for EUR basis (depending on the applicable currency of the Additional Leakage), unless the relevant Seller provides the relevant Purchaser with a dispute notice setting out in detail its objections against the Leakage claim and its own calculation of the Additional Leakage, within 20 Business Days after receipt of the relevant Purchaser’s demand for such Additional Leakage (the Dispute Notice).
4.4.	If the Sellers object to the Leakage claim in accordance with clause 4.3 and the relevant Seller(s) and the relevant Purchaser(s) fail to reach agreement on the Additional Leakage within 20 Business Days after receipt of the Dispute Notice, the items that are still in dispute shall be resolved and the Additional Leakage shall be determined by an independent expert (the Independent Expert) who shall be appointed and instructed by the relevant Parties in accordance with Appendix 4.
	Payment Additional Leakage
4.5.	The Sellers shall ensure that the Additional Leakage as agreed or finally determined in accordance with this clause 4 is paid to the Purchasers within 10 Business Days after such agreement or final determination.
5.	CLOSING
5.1.	Closing shall take place at the offices of JB Law immediately following execution of this Agreement, or at such time and date as the Purchaser and Botman Bloembollen may agree in writing (the Closing Date).
	Closing Payment

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5.2.	The Purchaser shall ensure that an amount equal to the sum of:
	(a)	the Base Purchase Price;
	(b)	minus the Non-Cash Purchase Price;
	(c)	minus the Bridge Loan Amount;
	(d)	minus the Second Bridge Loan Amount; and
	(e)	minus the Identified Leakage (if any),
	(together the Closing Payment) is received on the Notary’s third party account in accordance with the Notary Letter with value on the Closing Date under reference “Closing Payment Project van Gogh” by no later than 10h00 CET on the Closing Date. The amount paid into the Notary’s third party account pursuant this clause 5.2 shall be held and paid out to Sellers in accordance with the Notary Letter.
	Closing actions

5.3.	Subject to receipt by the Notary of the Closing Payment in accordance with clause 5.2, at Closing the relevant Parties shall do, or procure to be done, those things respectively listed in relation to them in Appendix 6, each action conditional upon all actions being effected. To the extent that any of the documents or actions listed in Appendix 6 are executed before the Closing Date, they shall be deemed to have been executed on the Closing Date.
	Breach of Closing obligations
5.4.	If Closing does not take place because either (one or more of) the Sellers or the Purchaser fail(s) to comply with any of its respective obligations referred to this clause 5, either the Purchaser (in case of a default by (any of) the Sellers) or Botman Bloembollen (in case of a default by the Purchaser) may (in addition and without prejudice to all other rights and remedies available, including the right to claim damages and the right to claim specific performance) elect by notice to the other Party(ies):

(a)	effect Closing as far as practicable having regard to the defaults which have occurred; or
(b)	set a new date and time for Closing (not being more than 5 Business Days after the original Closing Date) in which case the provisions of this clause 5 shall apply to the deferred Closing; or
(c)	terminate this Agreement by written notice to the other Party(ies).

5.5.	If the Agreement is terminated in accordance with clause 5.4(c), all actions already taken shall be deemed not to have been taken and shall remain without effect or, were appropriate, shall be reversed (unless the Parties agree otherwise) and the Parties shall provide their full cooperation to effect any such reversal.
6.	DUE DILIGENCE INVESTIGATION
6.1.	The Purchasers acknowledge and confirm that:

(a)

they each are a professional party and have, with the help of specialist professional advisers, performed and completed a careful investigation with respect to the Shares, the Group Companies, the Business and its assets, liabilities and prospects, consisting among other things of a review of the Disclosed Information, including the Data Room of which a USB Stick is attached as Schedule 11 and access to Sellers and the management of the Group; and

(b)

they had sufficient opportunity to raise with the Sellers all issues that they deemed relevant and/or important in connection with their decision to enter into this Agreement and the Transaction and have received satisfactory responses to any issues raised.

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6.2.	In addition, the Purchasers acknowledge and confirm that they do not rely on any representation, statement or warranty other than the Warranties and in particular that they do not rely on and shall not have the right to invoke any warranties contained in or implied by Dutch law or the laws of any other jurisdiction, including Sections 7:17, 7:20 through 7:23 and 6:228 of the DCC.
6.3.	The Sellers shall have no obligation to update any (part of) the Disclosed Information as from the date of this Agreement.
7.	SETTLEMENT OF INDEBTEDNESS
7.1.	The Sellers shall procure that effective as per Closing:

(a)	all indebtedness due from any Seller or any of their respective Affiliates to each Group Company, if any, is satisfied in full;
(b)	all indebtedness due from any Group Company to any Seller or any of their respective Affiliates, if any, is satisfied in full (other than regular invoices from Nordend B.V. sent in the ordinary course and not related to the transaction); and
(c)	(i) each Group Company is released from any guarantee, indemnity, surety, letter of comfort, Encumbrance or other similar liabilities given or incurred by it for the benefit of any Seller or any of their respective Affiliates, whether actual or contingent, in each case without any additional costs, expenses or damages for a Group Company and (ii) each Seller and any of their respective Affiliates (as the case may be) have irrevocably waived, to the extent required in advance, any right of recourse against each Group Company they have or may have).

7.2.	The Sellers shall indemnify and hold harmless the Purchasers and each Group Company against any breach of the covenants in clause 7.1.
8.	WARRANTIES
8.1.	Each of the Sellers represents and warrants to the Purchasers buying their Shares (Botman Bloembollen on a joint and several basis (hoofdelijk), and the other Sellers pro rata to their shareholding immediately prior to Closing) that each of the Warranties is at the date of this Agreement and on the Closing Date true, accurate and not misleading, it being understood that, to the extent relevant, each Seller only makes such representations and warranties in respect of itself and the Shares it holds.
8.2.	Each Seller acknowledges that the Warranties are material to the Purchasers’ decision and have been relied upon by the Purchasers to enter into this Agreement and acquire the Shares on the terms as set out in this Agreement. The Warranties constitute an express allocation of risk between the Purchasers and the Sellers to the effect that any Warranty being untrue, incorrect, misleading or deceptive is for the account and risk of the Sellers subject to the limitations and qualifications set out in this Agreement.
8.3.	Each of the Warranties is made and given separately and independently from the others and is, unless otherwise stated, not limited by reference to any of the other Warranties or by any other provision of this Agreement and where a fact or circumstance would entitle the Purchasers to make a claim in respect of more than one Warranty, it shall be the sole discretion of the Purchasers to determine under which Warranty it makes a claim.

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9.	WARRANTY BREACHES
	Warranty Breach and Damage
9.1.	Following Closing, Botman Bloembollen, on a joint and several basis (hoofdelijk), and the other Sellers pro rata their shareholding immediately prior to Closing, shall indemnify and hold the Purchasers or, at the Purchasers' sole discretion, (any of) the Group Companies harmless against any amount of loss or damage incurred or suffered in relation to each Warranty Breach within the meaning of section 6:96 et seq. DCC (Damage). The Damage incurred or suffered by (any of) the Group Companies in relation to a Warranty Breach will be deemed to be Damage incurred or suffered by the Purchasers (wordt toegerekend).
9.2.	For the avoidance of doubt, the Damage to be compensated by the Sellers to the Purchasers shall include the costs reasonably incurred by the Purchasers to prevent, limit and/or ascertain the Damage and the costs reasonably incurred to obtain payment of the Damage, including in all cases the reasonable costs of external advisors engaged by the Purchasers.
9.3.	The Purchasers confirm that, on the date of this Agreement, they are not aware of any fact, circumstance or matter that constitutes a Warranty Breach.
9.4.	The provisions of this Clause 9 set forth the exclusive remedies of the Purchasers for a Warranty Breach and the Purchaser shall have no other rights vis-à-vis the Sellers, neither by contract nor by Law in relation to a Warranty Breach.
	Notification
9.5.	The Purchasers shall as soon as reasonably possible after they become aware of a Warranty Breach but in any event within 25 Business Days thereof, give written notice of such Warranty Breach to the Sellers. The notice shall, to the extent possible, set out in reasonable detail the events or facts giving rise to the Warranty Breach and indicate the amount of damages involved. The failure of the Purchasers to give a notice within the time limits referred to in this subclause shall not affect the rights of the Purchasers to be compensated hereunder, except to the extent the damages resulting from the Warranty Breach have increased due to such failure to notify within the set time limit, in which case the Sellers will not be liable for such increase of damages.
	Third Party Claim
9.6.	If a claim relates to a claim by a third party in or out of court (Third Party Claim) the Purchasers shall be entitled to take, or procure that any Group Company takes, any action necessary to defend or settle such Third Party Claim. The Purchasers shall, and shall procure that the relevant Group Company shall, consult with the Sellers, to the extent possible, in relation to the handling of such claim. The Purchasers shall use reasonable endeavours to strike a fair balance between the interests of the Sellers in keeping the Damage likely to arise from such Third Party Claim as low as possible and the interests of the Purchasers and the Company in maintaining good relations with the third party concerned. In doing so, the Purchasers shall keep Botman Bloembollen reasonably informed, with copies of all relevant documents and such other information in its possession as may be requested by Botman Bloembollen (acting reasonably). The Purchasers shall not, and shall procure that the relevant Group Companies shall not, make any admission of liability, agreement, settlement or compromise in relation to the Third Party Claim without the prior written approval of Botman Bloembollen such approval not to be unreasonably withheld or delayed. In the event Botman Bloembollen shall not timely notify the Purchasers of its approval (or denial), which shall be no longer than 10 Business Days unless the situation requires a shorter period, the approval is deemed to have been granted.

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10.	LIMITATION OF LIABILITY
	Thresholds
10.1.	The Sellers shall not be liable for any Warranty Breaches (other than Warranty Breaches relating to the Fundamental Warranties), unless (i) that Warranty Breach individually exceeds USD 25,000 in Damages and (ii)the aggregate amount of all Damages from (a series of related) Warranty Breaches (that individually exceed an amount of Damages of USD 25,000), exceeds an aggregate amount equal to 1% of the Purchase Price, in which case the Sellers' liability shall be for the full amount of such aggregated Damages and will not be limited to the excess only.
	Maximum liability
10.2.	The liability of the Sellers for Warranty Breaches shall be limited as follows:

	(a)	the aggregate liability of the Sellers in respect of a Warranty Breach (other than the Fundamental Warranties and the Tax Warranties) shall be limited to an amount equal to 20% of the Purchase Price; and
	(b)	the maximum aggregate liability of the Sellers for all claims pursuant to this Agreement (including in respect of the Fundamental Warranties, the Tax Warranties and the Indemnities set out in clause 11) shall not exceed an amount equal to the Purchase Price.
	Time limitations
10.3.	The liability of the Sellers ends:

(a)	in respect of the Fundamental Warranties on the date that is 5 years after the Closing Date;
(b)	in relation to a Tax Claim, the date that is 6 months after expiry of the relevant statutory limitation period (including extensions) applicable to the Tax Claim; and
(c)	in respect of other Warranties on the date which is 18 months after the Closing Date,
except in respect of a Warranty Breach of which the Purchasers give written notice to the Sellers before that relevant date.

10.4.	A Warranty claim against the Sellers shall be barred and unenforceable unless and to the extent the Purchasers initiate legal proceedings against the Sellers with the competent courts in Amsterdam regarding such claim within 9 months as from the date on which the Purchasers have notified the Sellers of a Warranty Breach in accordance with clause 9.5, with the exception of claims that relate to a contingent liability or in respect of which Parties are negotiating a settlement.
	Other limitations
10.5.	The Sellers shall not be liable for a Warranty Breach to the extent:
	(a)	matters relating to such Warranty Breach have been Fairly Disclosed in the Disclosed Information, unless such Warranty Breach relates to a Fundamental Warranty;

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(b)	such Warranty Breach arises out of any change after Closing in the accounting policies or practices applied by the Purchaser or the Company (other than to comply with accounting standards or Laws that were applicable at Closing);
(c)	such Warranty Breach arises from any change in any legislation or regulation, any judicial or administrative interpretation of the Law or any practice or policy of a regulatory authority after the date of this Agreement (whether or not retrospective in effect);
(d)	a specific provision or provisions relating to the facts, circumstances or matters giving rise to the Warranty Breach has or have been made in the Accounts;
(e)	a specific provision or provisions for any Tax liability or deferred Tax liability relating to the facts, circumstances or matters giving rise to the Warranty Breach is made in the Accounts or has otherwise been taken into account in determining the Purchase Price;
(f)	such Warranty Breach relates to Taxation and would not have arisen but for a change in legislation or a change in the interpretation of legislation on the basis of case law made after the Effective Date (whether relating to Tax, the rate of Tax or otherwise) or any amendment to or the withdrawal of any practice previously published by a Tax Authority, in either case occurring after the Effective Date, whether or not that change, amendment or withdrawal purports to be effective retrospectively in whole or in part; and/or
(g)	such Warranty Breach would not have arisen but for a voluntary act or omission carried out or effected by any of the Purchaser, the Group Companies, or any other person connected with any of them, at any time after Closing, unless such voluntary act or omission (i) is carried out or effected in the ordinary course of business of the Group Companies as carried on immediately prior to Closing, (ii) is carried out or effected pursuant to a legal binding obligation or commitment created on or before Closing, (iii) is carried out or effected to comply with any Law, and/or (iv) is carried out or effected by the Purchaser or a member of the Purchaser’s Group at the request of or with the consent of Botman Bloembollen.

10.6.	When calculating the liability of the Sellers in respect of a Warranty Breach, the following amounts will be deducted:
	(a)	any amount actually received by the Group Companies under any insurance policy, to the extent such amount directly relates to the facts, circumstances or events given rise to the Warranty Breach (net of any deductible amount incurred by the Purchasers or the relevant Group Company in obtaining such received amount and taking into account any resulting share premium increase);
	(b)	any Tax refund actually received by the Group Companies or the Purchasers, to the extent such refund directly relates to the facts, circumstances or events given rise to the Warranty Breach, provided that if a Tax refund is taken into account for the purposes of this paragraph and subsequently reversed by a Tax Authority, the Sellers shall reimburse the Purchasers the amount of any such reversed or denied Tax refund; and/or;
	(c)	any reduction of Tax actually payable by the Group Companies or the Purchasers provided that if such reduction is taken into account for the purposes of this paragraph and subsequently denied by a Tax Authority, the Sellers shall reimburse the Purchasers the amount of any such denied reduction of Tax payable;
	(d)	the net present value of any future Relief or Purchaser’s Relief, including a Relief or Purchaser’s Relief in the form of additional depreciation or amortisation, at the level of the any of the Group Companies, the Purchasers or a member of the Purchaser’s group. The net present value of such a future Relief will be calculated (i) using a discount rate equal to 2%, (ii) as per the date any amount is due, (iii) on the basis of the then prevailing corporate income tax rates, and (iv) on the assumption that such Relief shall be used before any other available Relief.

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10.7.	The Purchasers shall (jointly and in the aggregate) not be entitled to recover from the Sellers more than once in respect of the same Damage suffered.
	No claims against employees
10.8.	With effect from Closing, each Seller hereby waives, and shall procure that each member of each Seller’s Group shall waive, by means of an irrevocable third-party stipulation, its right to bring any claim against any present or former director or employee of a Group Company in respect of any information, opinion or advice supplied or given (or omitted to be supplied or given) by him or her to the Purchasers or a member of the Purchaser’s Group or Representatives in connection with the Transaction.
	Exclusion of limitations
10.9.	None of the limitations of Sellers' liability pursuant to this clause 10 (whether in time, amount or otherwise) shall apply in the case of fraud (bedrog), wilful misconduct (opzet) or gross negligence (bewuste roekeloosheid) on the part of the Sellers or their Representatives.
11.	INDEMNITIES
11.1.	From Closing, the Sellers shall at all times indemnify and hold harmless (on a USD for USD basis or EUR for EUR basis (depending on the applicable denomination of the relevant liability)) the Purchasers, and shall pay to the Purchasers, or, at the Purchasers’ sole discretion, (any of) the Group Companies:

(a)	any and all Tax Liabilities of (any of) the Group Companies in respect of any transaction event, act circumstance or omission (deemed) occurring in, or attributable to any (part of the) period ending on or before the Effective Date or in respect of any income, profits, gains, wages or turnover (deemed to be) earned, accrued, made or received on or before the Effective Date, or relate to any (part of a) period before the Effective Date;
(b)	any and all Tax Liabilities outside the ordinary course of business (which, for the avoidance of doubt, includes, amongst others, any Tax Liability in respect of (a) incorrect filing positions, (b) late or non-compliance, (c) late or non-payment of Taxes, (d) the Transaction itself, (e) any transaction or arrangement not effected on at arm’s length terms, (f) having an incomplete WCR-administration (Werkkostenregelingadministratie) and (g) not reporting import VAT in the VAT-return of any of the Group Companies, which arises in respect of any transaction, event, act or omission occurring in, or attributable to, the period on and from the Effective Date up to and including Closing Date or in respect of any income, profits, gains, wages or turnover (deemed to be) earned, accrued, made or received in, the period on and from the Effective Date up to and including Closing Date, it, however, being understood that any Tax Liability of the Group Companies in relation to the Exit Bonus is for the full risk and account of the relevant Purchaser;
(c)	any Tax Liability and any and all payments to be made to any Tax Authority, which arises with respect to the period that ends on or prior to the Closing Date and which is primarily the liability of another company, for which (any of) the Group Companies has been or will be held liable including, but not limited to, any liability pursuant to sections 24, 34, 35, 39 and/or 43 of the Tax Collection Act 1990 (Invorderingswet 1990);

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(d)	any Tax Liability relating to the non-filing of sales tax, state income tax, franchise tax and/or gross receipts tax returns in any jurisdiction in the US in the period up to Closing;
(e)	any Tax Liability relating to the sale of the interest in Viridius Fortuna, LLC;
(f)	any Tax Liability relating to the non-filing of unclaimed property reports in any jurisdiction in the US in the period up to Closing;
(g)	any Tax Liability relating to the failure of self-assessment and remittance of use tax in the US on purchases in the period up to Closing; and/or
(h)	any reasonable costs and expenses, incurred by the Purchasers or any member of the Purchaser’s Group in connection with a claim under paragraph (a), (b), (c), (d), (e), (f) and (g) of this clause or any reasonable action taken in avoiding, mitigating, resisting or settling any such Tax Liability as referred to in any of those subparagraphs.

11.2.	None of the Sellers' obligations under clause 11.1 shall be limited, qualified or affected in any respect by the provisions of this Agreement, with the exception of clauses 10.2(b), 10.3(b), 10.5(b)-10.5(g), 10.6 and 10.7 which do apply to the obligations under clause 11.1.
11.3.	Any payment by Seller in respect of a Tax Claim shall be made within 10 (ten) Business Days after demand thereof by the Purchasers or if later, 5 (five) Business Days prior to the latest date for payment of the relevant Tax in order to avoid penalties or interest arising in respect thereof.
12.	CONDUCT OF TAX CLAIMS
12.1.	If any Purchaser or any other member of the Purchaser’s Group is notified or becomes aware of any fact, matter, circumstance or event which has given or might give rise to a claim against any of them and which, in turn, has given or might give rise to a Tax Claim (a Tax Issue), the relevant Purchaser and/or other relevant member of the Purchaser’s Group shall and shall procure that the relevant Group Company shall:

(a)	notify the Sellers thereof in writing as soon as reasonably possible but in any event within ten (10) Business Days after becoming aware of such fact, matter, circumstance or event, providing as much information as reasonably possible, including copies of notices, correspondence or other documents that may be relevant for such Tax Issue;
(b)	unless agreed otherwise in writing with the Sellers, timely file a pro forma objection (bezwaarschrift) with the relevant Tax Authority to the extent this is permitted by applicable law with respect to the relevant document received from such Tax Authority;
(c)	procure that the Sellers shall be granted reasonable access to the books and records, premises and relevant personnel of the Group and any other information relating to the Group which may reasonably be required to enable them to investigate such Tax Issue; and
(d)	allow the Sellers, at Seller’s costs and expense, at their election in writing, to assume the conduct of the Tax Issue. The Seller shall use reasonable endeavours to strike a fair balance between the interests of the Sellers in keeping the Tax Claim that is likely to arise from such Tax Issue as low as possible and the interest of the Purchaser and the relevant Group Company in maintaining a good relationship with the Tax Authority concerned and to avoid an adverse effect on the Tax position of any member of the Purchaser’s Group.

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12.2.	The Purchasers shall control the conduct of any Tax Issue not assumed by the Sellers. The Purchasers shall, and shall procure that the Group Companies shall:
	(a)	keep the Sellers informed of and consult with the Sellers with respect to material developments in relation to such Tax Issue;
	(b)	use reasonable endeavours to strike a fair balance between the interests of the Sellers in keeping the Tax Claim that is likely to arise from such Tax Issue as low as possible and the interest of the Purchaser and the relevant Group Company in maintaining a good relationship with the Tax Authority concerned and to avoid an adverse effect on the Tax position of any member of the Purchaser’s Group;
	(c)	take into account any reasonable and timely received requests any Seller may have in pursuing the conduct of any such Tax Issue; and
	(d)	obtain the Sellers’ prior written consent (which consent shall not be unreasonably withheld), on:

(i)	any material communication to any third party (including any Tax Authority or competent court in relation to such Tax Issue), but excluding the Purchaser’s advisors; and
(ii)	any admission of liability, or any agreement, settlement or compromise of any kind in relation to such Tax Issue.

12.3.	The Parties shall provide each other with all information and render all assistance as may reasonably be requested in order to ensure the proper and adequate defense of any Tax Issue.
12.4.	The Parties agree to, and the Purchasers shall procure that each Group Company will and the Sellers shall procure that the relevant member of the Seller's Group will, preserve all information, records and documents that may be required for the conduct of any Tax Issue until the expiration of any applicable statute of limitations or extensions thereof or for as long as the relevant dispute continues and, upon reasonable notice, to provide each other access to all books and records relating to each Group Company as may be reasonably required to exercise their rights under this clause 12.
13.	RESTRICTIVE COVENANTS
13.1.	Each of the Sellers and each of Mr N.J. Botman and Mr P.A.M. Botman covenants with the Purchaser (and in relation to Jansen to the US Purchaser) for itself/himself and for the benefit of the Group Companies that it/he shall not and shall procure that no Affiliate of it/him/her shall for a period of 3 years from Closing, other than on behalf of the Group Companies:

(a)

be concerned in any business carrying on business which is competitive with any of the businesses carried on by the Group Companies at Closing in the geographic region(s) in which the Group Companies are active (with the exception of Strengers or his Affiliates to the extent it pertains to the provision of tax and compliance advice to clients, which for the avoidance of doubt shall not include operational advice);

(b)

persuade, cause or attempt to persuade any distributor, commercial agent, employee or independent contractor of, or natural person engaged on the basis of a management or similar agreement by, the Group, to terminate its relationship with the Group, or employ or engage any such person within 12 (twelve) months after the effective termination of such person’s relationship with the Group;

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(c)	persuade, cause or attempt to persuade any customer of the Group to terminate its relationship with the Group, or take any action that may result in the impairment of such relationship including by seeking to obtain orders from, or offering goods or services similar to or competitive to Group to, any person who has been a customer of the Group within 12 (twelve) months immediately preceding the Closing Date;
(d)	persuade, cause or attempt to persuade any supplier of the Group to terminate its relationship with the Group, or take any action that may result in the impairment of such relationship including by soliciting or enticing away from the Group any supplier who regularly supplied goods or services to the Group within 12 (twelve) months immediately preceding the Closing Date for the purpose of providing competitive or similar goods or services as Group; and/or
(e)	persuade, cause or attempt to persuade any other person doing business with the Group to terminate its relationship with the Group, or take any action that may result in the impairment of such relationship.

13.2.	Each of the Sellers and each of Mr N.J. Botman and Mr P.A.M. Botman undertakes and covenants to the Purchasers that they will not, at any time after Closing, either alone or jointly with others, directly or indirectly use or procure or permit the use of any name or names identical or similar to, or including the word "Bloomia" or any distinctive mark, style or logo used byany Group Company in connection with any activity whatsoever.
13.3.	For the purposes of this clause 13, any reference to the Business includes a reference to any expansion or innovation of the Business actually commenced or fully developed, but not yet marketed by any Group Company at the Closing Date.
13.4.	In the event of any breach by any Seller, Mr N.J. Botman or Mr P.A.M. Botman of any of its/his obligations under this clause 13 and without any notice or prior announcement on the part of the Purchaser or the US Purchaser being required, the relevant Seller, Mr N.J. Botman or Mr P.A.M. Botman (as the case may be) shall upon receipt of a notice of default pay a penalty to the Purchaser (or in the case of Jansen to the US Purchaser) of USD 300,000 for any such breach and a penalty of USD 5,000 for every day such breach continues. The Parties acknowledge the importance of the obligations in this clause 13 for the Purchaser and the US Purchaser and that the penalty amounts represent a reasonable estimate of the damage likely to be suffered by the Purchaser, the US Purchaser and/or the Group Companies if a Seller, Mr N.J. Botman or Mr P.A.M. Botman breaches any of its/his obligations under this clause 13. Notwithstanding the foregoing, such penalties shall be payable to the Purchaser and the US Purchaser without prejudice to the Purchasers' right to seek full compensation for all damages incurred as a result of, or in connection with such breach, and its right to demand performance of this Agreement.
13.5.	Each of Mr N.J. Botman and Mr P.A.M. Botman shall co-sign this Agreement for the purpose of this clause 13.

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14.	SECURITY
	Notwithstanding any other rights of the Purchaser pursuant to this Agreement or applicable law, as security for the obligations of the Sellers under this Agreement, the Purchaser shall be entitled to set-off (verrekenen) claims under this Agreement against any of the Sellers with any amount outstanding to such Seller under the Bridge Loan Agreement but not the Second Bridge Loan Agreement.
15.	CONFIDENTIALITY
15.1.	No Party is permitted to make (or to permit any of its Affiliates to make) any announcement concerning this Agreement, the transaction contemplated by this Agreement or any ancillary matter before, on or after Closing, unless otherwise agreed between the Parties. Each Party shall procure that none of its Representatives shall make any announcement concerning this Agreement, the transaction contemplated by this Agreement or any ancillary matter before, on or after Closing.
15.2.	Subject to clause 15.3 and clause 15.4, each of the Parties shall treat as strictly confidential any information received or obtained pursuant to the entering into or performance of this Agreement in connection which the negotiations relating to this Agreement, the business and affairs of the other Parties, any document referred to in this Agreement or the provisions or subject matter of this Agreement.
15.3.	Nothing in this clause 15 prevents any announcement being made or any confidential information being disclosed or retained:

	(a)	with the prior written approval of the other Parties, which in the case of any announcement shall not unreasonably be withheld or delayed; or
	(b)	to the extent required by law or any competent regulatory body, but a Party required to disclose any confidential information shall promptly notify the other Parties, where practicable and lawful to do so, before disclosure occurs and co-operate with the other Party regarding the timing and content of such disclosure or any action which the other Party may reasonably elect to take to challenge the validity of such requirement; or
	(c)	as may be necessary in connection with the filing of tax returns or claims for refund or in conducting an audit or other tax proceedings relating to the disclosing party or to comply with any statutory requirements; or
	(d)	to any court, any securities exchange or regulatory or governmental body, as required or reasonably necessary in connection with the relevant Party's dealings with such court, securities exchange or regulatory or governmental body.
15.4.	Nothing in this clause 15 prevents disclosure of confidential information by any Party:

(a)	to the extent that the information is in or comes into the public domain other than as a result of a breach of any undertaking or duty of confidentiality by that Party or any of its Affiliates; or
(b)	to that Party's professional advisers, auditors or bankers, but before any disclosure to any such person the relevant Party shall procure that the recipient is made aware of the terms of this clause 15 and shall procure that each such person adheres to those terms as if he were bound by the provisions of this clause 15.

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16.	NOTICES
16.1.	Any notice or other formal communication given under this Agreement (which includes email) must be in writing and may be delivered in person, or sent by registered post (aangetekende post) to the Party to be served as follows:

(a) to Botman Bloembollen at:

(b) to Jansen at:

(c)	to Strengers at:
	In respect of each, with a copy to: Rutgers & Posch

(d)	to the Purchasers at:
	Corporation Trust Center with a copy to Guarantor: with a copy to:
or at such other address as the relevant Party may notify to the other Parties under this clause 16.

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16.2. Any notice or other communication shall be deemed to have been given:

(a)	if delivered in person, at the time of delivery;
(b)	if sent by email, at the time the e-mail was sent; and
(c)	if sent by registered post, on the day indicated on the confirmation of receipt.

16.3. In proving the giving of a notice or other communication it shall be sufficient to prove that delivery in person was made, the e-mail was addressed to the correct e-mail address, or that the envelope containing the communication was properly addressed and posted by recorded delivery post.

17.	COSTS
	Save as otherwise provided in this Agreement, each Party shall pay the costs and expenses incurred by it and each of its Affiliates in connection with the entering into, and Closing of, this Agreement. The fees and costs of the Notary shall be borne by the Purchaser.
18.	AMENDMENTS
	Except as provided otherwise elsewhere in this Agreement, this Agreement can only be amended by means of a written instrument, executed by all Parties.
19.	FURTHER ASSURANCES AND COVENANTS
19.1.	On or after Closing each of the Parties shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary person) all such deeds, documents, acts and things as another Party may from time to time require in order to give full effect to this Agreement.
19.2.	In particular, Purchaser shall effect that the Company shall, for a period of three months after Closing, grant continued access to and use of mr. N.J. Botman’s and mr. P.A.M. Botman’s business email addresses, nbotman@bloomia.com and pbotman@bloomia.com, respectively, in order for each of them to transfer various matters in an orderly fashion, provided that they shall not be allowed to use such email addresses for any other purpose.
19.3.	Botman Bloembollen acknowledges and agrees to procure that as of the Closing Date the VAT Fiscal Unity will be terminated in respect of the Company. Botman Bloembollen will send a copy of the termination letter to Purchaser.
19.4.	Botman Bloembollen will be responsible for preparing and filing the VAT returns of the VAT Fiscal Unity to the extent these VAT returns have not been filed up until (and including) the Closing Date. The Purchaser and the Company will provide all information requested by Botman Bloembollen to prepare these VAT returns.

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19.5.	The Purchaser and Botman Bloembollen shall discuss in good faith the settlement of VAT between Botman Bloembollen and the Company in the VAT Fiscal Unity relating to the period between the Effective Date and the Closing Date, so that the amount of VAT paid to the Tax Authorities relating to the period between the Effective Date and the Closing Date is correctly divided between the entities in the VAT Fiscal Unity and that both Botman Bloembollen and the Company will bear the VAT attributable to it or receive a refund of VAT attributable to it. The settlement will be done according to past practice and within the ordinary course of business. The settlement amount will be paid or refunded, as the case may be, within 10 business days after the payment is due to the Tax Authorities.
19.6.	If there is any dispute between the Purchaser / the Company, and Botman Bloembollen in respect of the VAT settlement, the procedure of Appendix 4 will apply, mutatis mutandis.
20.	GUARANTEE
	Guarantor irrevocably and unconditionally guarantees to the Sellers as its own obligation, the proper performance by Purchasers of their obligations pursuant to this Agreement and in particular to pay Sellers, within 5 Business Days after receiving written demand from Sellers stating that Purchasers are in default of their obligations under the Agreement, all monies that have become due and owing pursuant to the Agreement for which Purchasers are in default.
21.	ASSIGNMENT
21.1.	Subject to clause 21.2, the rights and obligations under this Agreement cannot be assigned, otherwise transferred (whether directly or indirectly) or Encumbered, without the prior written consent of the other Parties.
21.2.	Any receivables of the Purchasers under this Agreement can and may be assigned, otherwise transferred (whether directly or indirectly) or Encumbered in connection with the financing of the Transaction. The Sellers shall countersign any notice of pledge in this respect. The Sellers hereby irrevocably grant their consent in advance to the Purchasers for the purpose of any such assignment, transfer or Encumberment.
21.3.	Any purported assignment, transfer or Encumbrance in breach of this clause 21 shall be null and void.
22.	GENERAL
22.1.	Termination of this Agreement shall not affect any rights or liabilities of any Party in respect of any previous breach of this Agreement nor the continued validity of the provisions of clauses 1 (Definitions), 15 (Confidentiality), 16 (Notices), 17 (Costs), 18 (Amendments), 21 (Assignment), 22 (General) and 23 (Governing Law and Jurisdiction) and all the other clauses of this Agreement shall lapse (vervallen) and cease to have effect.
22.2.	The Parties waive their rights under sections 6:265 through 6:272 (ontbinding) and section 6:228 (dwaling) of the DCC to rescind (ontbinden) this Agreement in whole or in part, to demand the whole or partial rescission (ontbinding) in legal proceedings or to nullify (vernietigen) or amend (wijzigen) it in whole or in part following Closing. In case of error (dwaling), such error shall be for the account of the Party(ies) in error. The Parties hereby also agree to exclude the applicability of Title 1 of Book 7 of the Dutch Civil Code to the extent legally possible.
22.3.	Rights under this Agreement may only be waived in writing and delay in exercising or non-exercise of any rights does not constitute a waiver of that right.
22.4.	If a clause or provision of this Agreement becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability of any other clause or provision of this Agreement and the Parties shall use their reasonable best endeavours to replace such illegal, invalid or unenforceable clause or provision by a legal, valid and enforceable clause or provision that is as similar as possible to the illegal, invalid or unenforceable clause or provision.

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22.5.	Except as expressly stated in this Agreement, the terms of this Agreement may be enforced only by a Party to this Agreement. In the event any third party stipulation (derdenbeding) contained in this Agreement is accepted by any third party, such third party will not become a party to this Agreement.
22.6.	This Agreement contains the whole agreement between the Parties relating to the subject transactions contemplated by this Agreement and supersedes all previous agreements, whether oral or in writing, between the Parties relating to these transactions, including the LOI.
22.7.	This Agreement may be signed in any number of counterparts each of which, when executed by one or more of the Parties, shall constitute an original. Delivery of an executed counterpart of a signature page of this agreement by PDF file (or other scanned document) sent by email to the Parties shall be effective as delivery of an original counterpart of this Agreement.
22.8.	The language of this Agreement and the transactions envisaged by it is English and all notices and other communications shall be in English unless otherwise agreed. The Parties acknowledge that they fully understand all the provisions of this Agreement.
23.	Governing Law and Jurisdiction
23.1.	This Agreement (including this clause 23) is exclusively governed by, and shall be construed in accordance with, the Laws of the Netherlands.
23.2.	The Parties irrevocably agree that the courts of Amsterdam, the Netherlands, are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and that accordingly any proceedings arising out of or in connection with this Agreement shall be brought in such courts, without prejudice to the right of appeal, including an appeal to the Supreme Court. Each of the Parties irrevocably submits to the jurisdiction of such courts and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

[signature page follows]

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Signature Page (1/2)

SHARE PURCHASE AGREEMENT

SIGNED on the date stated at the beginning of this Agreement by:

BOTMAN BLOEMBOLLEN B.V.   /s/ Junior Beheer B.V.________________ By: Junior Beheer B.V. Title: solely authorized director By: Mr P.A.M. Botman Title: solely authorized director MR W.F. JANSEN   /s/ Werner F. Jansen__________________

MR H.J. STRENGERS

/s/ H.J. Strengers____________________

TULIPA ACQUISITIE HOLDING B.V.   /s/ Randy Uglem___________________ By: R. Uglem Title: Director A TULIPA ACQUISITIE HOLDING B.V.   /s/ Durk van der Zee____________________ By: VanderZee Capital B.V. Title: Director B By: D. van der Zee Title: Director

TULP 24.1, LLC

/s/ Randy Uglem___________________

By: R. Uglem

Title: authorised signatory

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Signature Page (2/2)

SHARE PURCHASE AGREEMENT

For acceptance of his obligations under clause 12 (Restrictive Covenants):

MR P.A.M. BOTMAN   /s/ P.A.M. Botman__________________ MR N.J. BOTMAN   /s/ N.J. Botman____________________

For acceptance of its obligations under clause 20 (Guarantee):

LENDWAY, INC.

/s/ Randy Uglem____________________

By: R. Uglem

Title: Chief Executive Officer                                            

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Appendix 4 Independent Expert

1.	Appointment
1.1	The Independent Expert shall be an expert of a reputable firm of registered accountants (registeraccountants), provided that such firm can be considered as independent, and shall be appointed by Botman Bloembollen and Purchasers in joint consultation. If Botman Bloembollen and the Purchasers cannot decide on such appointment in joint consultation within 25 Business Days after receipt of the Dispute Notice, anyone of them may request the chairman of the Netherlands Institute of Chartered Accountants (Koninklijke Nederlandse Beroepsorganisatie van Accountants) to select for appointment such Independent Expert, and each Party may appoint such Independent Expert so selected.
2.	Terms of reference
2.1	The Independent Expert shall resolve the Additional Leakage items (still) in dispute between the Parties and shall determine, by means of a binding advice the amount of Leakage in relation to such Additional Leakage (incorporating the items which are agreed between the Parties and are not part of the scope of the binding advice), within twenty (20) Business Days after its appointment or as soon as reasonably possible thereafter.
2.2	The decision of the Independent Expert shall be final and binding upon Botman Bloembollen, Jansen, Strengers and Purchasers, except in the event of fraud or a manifest error in which case the matter will be remitted to the Independent Expert for correction.
2.3	The Independent Expert shall act as an expert (bindend adviseur) and not as an arbitrator and shall, subject to this Agreement and such other terms as may be agreed between the Parties and the Independent Expert, be entitled to determine the procedure applicable to its determination.
2.4	The Independent Expert shall act as an expert and not as an arbitrator and shall, subject to this Agreement and such other terms as may be agreed between the Parties and the Independent Expert, be entitled to determine the procedure applicable to its determination.
3.	Costs
3.1	The costs of the Independent Expert shall be apportioned between the relevant Parties by the Independent Expert, taking into account the relative success of the positions taken by them in respect of the matters in dispute, or failing such direction, equally between the Sellers and the Purchasers.

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Appendix 5 Warranties

1.	Capacity and consequences of sale
1.1	No Seller has been declared bankrupt (failliet verklaard) nor has been granted (preliminary or definitive) moratorium of payment (voorlopige of definitieve surséance van betaling) and no resolutions have been taken and no requests have been made to that effect and to the best knowledge of Sellers there are no circumstances that could otherwise result in dissolution of any of the Sellers by any competent court.
1.2	Botman Bloembollen has been duly incorporated and validly exists under the Laws of its jurisdiction. Each Seller has the requisite capacity, power and authority to enter into and to perform this Agreement and all other documents to be entered into by each Seller in connection with this Agreement will, when executed, constitute binding obligations on such Seller in accordance with their respective terms.
1.3	All decisions, approvals and other acts necessary for the entering into and performance by each Seller of the Agreement, and of the transactions provided for in the Agreement, have been made, obtained and performed.
1.4	No further approvals, authorizations, permits, notifications or other acts are required for a Seller to perform its obligations under this Agreement other than as expressly provided in this Agreement.
2.	The Group Companies
2.1	Each of the Group Companies has been duly incorporated and properly formed, is validly existing, is authorised and capable to legally own its assets and to conduct its business as currently conducted, its articles of association are in accordance with all applicable Laws and regulations.
2.2	None of the Group Companies has been dissolved nor has it been declared bankrupt (failliet verklaard) nor has it been granted (preliminary or definitive) moratorium of payment (voorlopige of definitieve surséance van betaling) or its equivalent in any jurisdiction and no resolutions have been taken and no requests have been made to that effect and there are no circumstances that could otherwise result in dissolution of any of the Group Companies by any competent court.
2.3	No proposal has been made and no resolution has been taken regarding a legal merger (juridische fusie) of any of the Companies with any other person or regarding a legal demerger (juridische splitsing) of any of the Group Companies, or in respect of the equivalents of a legal merger or legal demerger in any jurisdiction.
2.4	No resolution has been passed to amend the current articles of association or equivalent organizational document of any of the Group Companies. The Group Companies are not - voluntarily or otherwise - subject to the structure regime (structuurregime).
2.5	Each Group Company is validly registered in the commercial register of the Chamber of Commerce (or foreign equivalent). The documents and data filed with the Commercial Register (or foreign equivalent) are correct, complete and up to date.
2.6	The entering into and execution of this Agreement does not conflict with the articles of association and/or other corporate law documents of any of the Group Companies.

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3.	The Shares
3.1	The Botman Bloembollen Shares, Jansen Shares and Strengers Shares collectively constitute the entire issued and outstanding share capital of the Company and the shares in Subsidiaries constitute the whole of the issued and outstanding share capital of the Subsidiaries (the Subsidiary Shares). The Shares and the Subsidiary Shares have been validly issued and are fully paid up, free of further capital contribution obligations, have been validly issued and are fully paid up.
3.2	Botman Bloembollen is the sole legal and beneficial owner of the Botman Bloembollen Shares and Botman Bloembollen has full power, right and authority to transfer the Botman Bloembollen Shares held by it to the Purchaser.
3.3	Jansen is the sole legal and beneficial owner of the Jansen Shares and Jansen has full power, right and authority to transfer the Jansen Shares held by it to the Purchaser.
3.4	Strengers is the sole legal and beneficial owner of the Strengers Shares and Strengers has full power, right and authority to transfer the Strengers Shares held by it to the Purchaser.
3.5	The Company is the sole legal and beneficial owner of the Subsidiary Shares of Fresh Tulips USA, LLC and Bloomia (Pty) Ltd (SA). The Company is the legal and beneficial owner of 30% of the shares in Araucania. No person other than is the legal and beneficial owner of the remaining 70% of the Subsidiary Shares in Araucania.
3.6	There is no person that is entitled to, or has claimed to be entitled to, require any of the Sellers and/or Group Companies to issue or transfer any Share or Subsidiary Share or share in Araucania now or at any future date and whether contingently or not.
3.7	There is no Encumbrance on, over or affecting any of the Shares, the Subsidiary Shares or the shares held by the Company in Araucania, nor is there any commitment to give or create any of the foregoing, and no person has claimed to be entitled to any of the foregoing. No voting and other shareholder rights attached to the Shares and the Subsidiary Shares are restricted by any agreement or any arrangement with any third party and there are no outstanding depositary receipts (certificaten) in relation to the Shares, the Subsidiary Shares or the shares held by the Company in Araucania.
3.8	Except as set forth below in paragraph 3.11, none of the Group Companies does own any shares, depositary receipts or other securities in any person and is not a party to or member of any other person under the Laws of any jurisdiction.
3.9	None of the Group Companies holds shares in its own capital.
3.10	The Group Companies have not issued any profit certificates or otherwise granted rights to third parties in respect of profits realized or to be realized in the future, reserves or the liquidation balance. The Group Companies have not made any resolutions that have not yet been fully implemented.
3.11	The Group Companies have no subsidiaries or partnerships (as defined in Article 2:24a and 2:24c of the Civil Code, respectively), other than a 30% participation in Araucania, nor have they had any other subsidiaries or partnerships, other than Fresh Tulips USA, LLC’s past 50% membership in Viridus Fortuna LLC (which was sold effectively as per 1 January 2023).
3.12	None of the Group Companies is and has been a party to joint ventures or partnerships, other than those described in paragraph 3.11.

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4.	Constitutional documents and registration
4.1	The copies of the constitutional and corporate documents of each of the Group Companies which are included in the Disclosed Information are true, accurate and complete in all respects and no resolution has been taken to amend any of these constitutional or corporate documents.
4.2	All statutory books and registers, including the shareholders' registers of each of the Group Companies have been properly kept, are accurate and complete and contain all information that is required by Law or its articles of association and no notice or allegation that any of them is incorrect or should be rectified has been received and all returns and particulars, resolutions and other documents which the Companies are required by Law to file with or deliver to any relevant authority have been correctly made up, duly filed and/or delivered.
5.	The Accounts, Management Accounts and Half Year Accounts
5.1	Each of the Accounts, to the extent pertaining to the Group:

	(i)	have been prepared in accordance with applicable Law and regulations;
	(ii)	present a true and fair view (getrouw beeld) of and contain an understandable and systematic view of the assets and liabilities and the financial position of each of the Group Companies as at the Accounts Date for the period ended on the Accounts Date;
	(iii)	contain either provisions adequate to cover, or full particulars in notes of, all Taxation (including deferred Taxation) and other liabilities (whether quantified, contingent or otherwise) of each of the Group Companies as at the Accounts Date;
	(iv)	have been duly filed in accordance with applicable Law; and
	(v)	have been prepared on a basis consistent with the basis, methodologies, principles and practices employed in each of the Group Companies’ accounts for each of the 3 (three) preceding financial periods without any material change in the accounting basis, methodologies, principles and practices used.
5.2	The Management Accounts:

(I)	have been prepared in good faith substantially on the same basis as the Accounts and in accordance with the accounting principles and applying and adopting the same policies, principles, bases, conventions, rules, practices, techniques, methods and procedures as were applied and adopted in the Accounts; and
(ii)	are not materially affected or distorted by any unusual or non-recurring facts, matters or circumstances.

5.3	None of the Group Companies has lent any money which has not been repaid to them nor do they own the benefit of any debt (whether present of future) other than debts accrued to it in the ordinary course of its business.
5.4	No dividend, whether in cash or in kind, has been declared or paid by any of the Group Companies to or for the direct or indirect benefit of the Sellers or any of their respective Affiliates, other than the dividend distributions specified in Appendix 3 to this Agreement.

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5.5	All financial and accounting records of each of the Group Companies are up-to-date and complete, have been properly maintained and prepared and adopted in accordance with Law, and where required by Law have been duly filed and published. Each of the Group Companies has complied with all statutory accounting requirements.
5.6	The receivables of each of the Group Companies included in the Accounts have realised their nominal amounts plus any accrued interest less any provisions for bad and doubtful debts included in the Accounts.
5.7	All receivables of each of the Group Companies at Closing will in the ordinary course of collection realise, no later than 60 days after Closing, their nominal amounts plus any accrued interest (except as provided for in the Accounts as bad or doubtful debts).
6.	Ownership of assets
6.1	Each of the Group Companies owned at the Accounts Date all the assets included in the Accounts, which in so far as the assets are comprised of equipment perform the tasks for which they are designed and have been properly serviced and maintained.
6.2	None of the Group Companies does hold assets under any agreement for lease, hire, hire-purchase, retention of title or sale on conditional or deferred terms.
6.3	None of the property, assets, undertaking, goodwill or uncalled capital of each of the Group Companies is subject to any Encumbrance or any agreement or commitment to give or create any Encumbrance, and no person has claimed to be entitled to any of the foregoing.
6.4	None of the Group Companies has been a party to a transaction pursuant to or as a result of which an asset owned, purportedly owned or otherwise held by it as at the Accounts Date, is liable to be transferred or re-transferred to another person or which gives or may give rise to a right of compensation or payment in favour of another person under the Law of any relevant jurisdiction or country.
6.5	The assets owned by each of the Group Companies together comprise all the assets necessary for the continuation of their businesses as currently conducted.
6.6	The equipment, supplies, vehicles and inventory included in the assets are in good repair (normal wear and tear excepted), are fit for the purpose in which they are used in the ordinary course of business, are fully and unrestrictedly at the disposal of the Group Companies and comply with all legal and customary safety requirements and regulations.
6.7	Maintenance work and repairs to the assets have regularly and properly been carried out and no substantial repairs have been or will in the near future be required.
6.8	None of the assets are dangerous, inefficient, or in need of renewal or replacement in the short term and the assets comply with all legal and customary safety requirements and regulations.
6.9	The total market value of the assets is at least equal to the book value assigned to them in the Accounts.

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7.	Operation since Accounts Date
	Since the Accounts Date, other than as Fairly Disclosed (including through the Management Accounts, Half Year Accounts or the annual accounts of the Company per 30 June 2023):

(i)	each of the Group Companies has conducted its business in a normal and proper manner consistent with past practice;
(ii)	there has been no deterioration in the values of any of the assets such that the market value of any asset is less than the value attributed to it in the Accounts other than deterioration in value as a result of normal wear and tear and regular depreciation, and no fixed asset of each of the Group Companies has been revalued;
(iii)	none of the Companies has entered into any unusual contract or commitment or otherwise departed from its ordinary course of business;
(iv)	there has been no deterioration in the turnover, financial or trading position or, in as far as Sellers are aware, the prospects of each of the Group Companies;
(v)	each of the Group Companies has paid its creditors and collected its debts in the ordinary course of business and materially within the time periods agreed with the relevant creditors and debtors;
(vi)	no asset of a value or price in excess of EUR 150,000 has been acquired or disposed of or agreed to be acquired or disposed of by the Group Companies on capital account, and no contract involving expenditure by it on capital account in excess of EUR 150,000 in total has been entered into by the Group Companies;
(vii)	there has been no disposal or acquisition of any asset or supply of any service or business facility of any kind by or to the Group Companies in circumstances where the consideration actually received or receivable for the disposal, acquisition or supply was less than or exceeds the consideration which could be deemed to have been received for Tax purposes;
(viii)	no dividend or other distribution of profits or assets has been or agreed to be declared, made or paid by the Group Companies, other than the dividend distributions specified in Appendix 3;
(ix)	the Group Companies have maintained insurance policies that are customary for companies in the same line of business as the Group Companies;
(x)	in as far as Sellers are aware, no event has occurred which gives rise to Taxation to the Group Companies on deemed (as opposed to actual) income, profits or gains or which results in the Companies becoming liable to pay or bear a Tax liability directly or primarily chargeable against or attributable to another person; and/or
(xi)	in as far as Seller is aware, no event has occurred which would entitle any third party (with or without the giving of notice) to call for the repayment of indebtedness of the Group Companies prior to the normal maturity date.

8.	Agreements
8.1	All agreements that, whether by reason of their nature, term, scope, price or otherwise, are or are likely to be of material importance to the business, profits or assets of any Group Company are in full force and effect and binding on the parties in accordance with their respective terms.

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8.2	The Group Companies have complied with all their obligations under each such contract, arrangement or obligation and, in as far as Sellers are aware, each other party to such contract or arrangement has complied with its obligations under such contract or arrangement. To the best of the Sellers’ knowledge, there are no grounds for determination, rescission, avoidance, repudiation or a material change in the terms of any such contract, arrangement or obligation.
8.3	Each Group Companies has at all times complied with all its obligations under the agreements to which such Group Company is a party andno Group Company has received notice of termination, rescission, invalidation or claim pursuant to any actual or alleged breach or default of any agreement to which such Group Company is a party. To the best of the Sellers’ knowledge, there are no circumstances which are likely to give rise to such a breach.
8.4	The Sellers do not expect any of the Group Companies' suppliers or costumers that are material to the business thereof to alter or cease their business with the Group as a consequence of the Transaction.
8.5	The products circulated by the each of the Group Companies comply with all legal requirements imposed thereon (in all countries where these products are sold and produced). To the best of Sellers’ knowledge, the Group Companies have not brought any products into circulation that could lead or have led to any form of (product) liability for the Company.
8.6	None of the Group Companies is or has agreed to become a party to, bound by or liable under any agreement which:

(i)	is not on arm’s length commercial terms in the ordinary and usual course of the Group Companies’ businesses;
(ii)	is with a Seller or is an agreement in which a Seller is interested (other than the employment/management agreements or as otherwise set forth in folder 3.6 of the Data Room);
(iii)	relates to the acquisition of securities of any other entity or the acquisition of the business and/or assets of any other entity or person;
(iv)	relates to the sale of securities held by the Group Companies or sale of the businesses of the Group Companies (or any part of such business);
(v)	involves any agency, distributorship, franchise, consortium collaboration, partnership, joint venture or profit-sharing arrangement or kickbacks;
(vi)	limits or excludes its right to do business and/or compete in any geographical area or field or with any person;
(vii)	is incapable of complete performance in accordance with its terms within 6 months after the date on which it was entered into;
(viii)	cannot be readily fulfilled or performed by it on time without undue or unusual expenditure of money and effort, or is reasonably likely to result in a loss to it on completion of performance; or
(ix)	is for the supply by or to it of goods and/or services exclusively to or from any person.

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9.	Employees
9.1	There are no persons holding power of attorney or who are authorised to dispose of any funds of the Group Companies or to commit or bind the Group Companies in any way.
9.2	The Data Room contains (i) the names and main terms of employment of all employees and prospective employees of each of the Companies (the Employees) (including full particulars of direct and indirect, fixed and variable, remuneration), and details of any loans or advances made to any Employee or former employee, or any guarantees made to or for the benefit of these persons, (ii) particulars of any agreement for the provision of services as an independent contractor to any of each of the Group Companies, and (iii) particulars of any collective bargaining agreement.
9.3	Neither the Group Companies nor the Sellers have made any commitment towards the Employees, as regards a future change to the employment conditions of the Employees, other than in the ordinary course of business.
9.4	No bonuses are payable to any employees, directors or officers of any of the Group Companies and no bonuses will become payable due to the entering into of this Agreement or the fulfilment of the obligations thereunder.
9.5	All amounts due by any of the Group Companies to or in respect of any Employee, or former or prospective employee (including social security contributions, insurances, pensions or other benefits) have been duly paid or discharged on their due dates for payment.
9.6	There are no self-employed persons that are being or should have been treated for Tax purposes as Employees. None of the Group Companies is currently retaining any employees through temporary employment agencies.
9.7	None of the Group Companies does qualify, or has applied to qualify as an own-risk bearer (eigenrisicodrager) for the purpose of the Sickness Benefits Act (Ziektewet) or the Work and Income (Capacity for Work) Act (Wet werk en inkomen naar arbeidsvermogen).
9.8	There is no Employee that due to illness, injury or other disability is or has been unable to work or has been absent from work for a period longer than 2 (two) consecutive months during the past 12 (twelve) months.
9.9	The collective labour agreement for wholesale flower bulbs (CAO Groothandel Bloembollen) is applicable to the business of the Company (but excluding the other Group Companies) and the Company has complied at all times with all provisions of that collective labour agreement.
9.10	In as far as Sellers are aware, no employee of any Group Company has been involved in any criminal proceedings relating to or affecting the business of any Group Company within a period of 3 years before the date of this Agreement and there are no circumstances which are likely to give rise to any such proceedings.
9.11	There is not, and during the 3 years preceding the date of this Agreement there has not been, any collective labour dispute or industrial action affecting any Group Company.
9.12	The Group Companies does not have a works council, nor is there any trade union active within or involved in any of the Companies. The Companies have not received any request to establish a works council.
9.13	There are no pending or threatened disputes between any of the Group Companies and any Employee or former employee or any strikes, lockouts or actions pending by the Employees, and to the Sellers’ knowledge there are no facts or circumstances which might give rise thereto.

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9.14	No Employee or former employee of any of the Group Companies is or has been a party to any stock appreciation right granted by any of the Group Companies.
9.15	All non-European Employees have a valid working permit and each of the Group Companies has at all times acted in accordance with the relevant immigration Laws.
9.16	To the best of Sellers’ knowledge, all current employees of Fresh Tulips USA, LLC are legally authorized to work in the U.S. Every Person who currently provides, or previously provided, service to Fresh Tulips USA, LLC has been properly classified by Fresh Tulips USA, LLC as an employee or independent contractor in compliance in all material respects with all Laws. Fresh Tulips USA, LLC has properly completed and maintained all records required by the United States Citizenship and Immigration Services and legacy Immigration and Naturalization Service, including, without limitation, the completion and maintenance of the Form I-9 and relevant E-Verify query, where applicable, for each employee including updates and reverifications as required by applicable Law, and all such forms are correct and complete in all material respects.
9.17	Fresh Tulips USA, LLC has not been subject to an audit of its immigration and/or Form I-9 practices by any Governmental Entity nor had any penalties assessed against it by a Governmental Entity due to the knowing hire of unauthorized workers by it or paperwork violations. No work eligibility status of any current employee of Fresh Tulips USA, LLC would terminate or otherwise be affected by this transaction.
10.	Pensions
10.1	Except pursuant to the pension schemes that are Fairly Disclosed in the Disclosed Information, none of the Group Companies has paid, provided or contributed towards, and is not under any obligation or commitment (whether or not legally enforceable or written or unwritten or of an individual or collective nature) to pay, provide or contribute towards any pension arrangement for or in respect of any present or past employee, director or other officer (or any spouse, child or dependant thereof) of any of the Group Companies or of any predecessors in business of any of the Group Companies, including in respect of so called back service obligations.
10.2	The pension schemes have at all times been operated in accordance with, and the Group Companies have observed and performed all their obligations under, the documents relating to the pension schemes, the requirements of the relevant Taxation and other authorities applicable to the pension scheme and all applicable Laws and no dispute has arisen or been threatened in connection with the pension schemes.
10.3	In relation to the pension schemes, all contributions and other payments due from the participating employers and employees have been paid to the pension scheme and nothing has occurred or become known since the Effective Date of the latest actuarial valuation of the pension scheme which might reasonably be expected to cause the result of an actuarial valuation carried out at the date of this Agreement, adopting the same actuarial methods and assumptions as were adopted for the purpose of the aforementioned valuation, to be materially different from the result of the latest actuarial valuation.
10.4	All current and former (part time and fulltime) employees of any of the Group Companies have been granted the opportunity to participate in the pension and other income insurance schemes operated by each of the Group Companies. All employees not participating in such schemes and their spouses have signed a waiver which is in the possession of any of the Group Companies.

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11.	Insurance
11.1	Complete and accurate details of all insurance policies taken out for the benefit of each of the Group Companies has been Fairly Disclosed to the Purchaser in the Data Room (the Group Companies’ Insurance Policies).
11.2	The Group Companies’ Insurance Policies are in full force and effect, valid and enforceable. Each of the Companies has at all times complied with the terms of the Group Companies’ Insurance Policies and have paid all premiums due thereon.
11.3	All the assets and undertaking(s) of each of the Group Companies that are normally insured are and have at all times been insured in amounts representing their full replacement or reinstatement value against fire and other risks normally insured against by persons carrying on the same classes of business as those carried on by each of the Group Companies and each of the Group Companies is now and has at all material times been adequately covered against accident, damage, injury, third party loss, loss of profits and other risks normally covered by insurance.
11.4	No written notifications have been received with regard to the termination or non-renewal of any insurance policy of any of the Group Companies or its continuation or renewal on less favourable terms and conditions.
11.5	None of the Group Companies has any outstanding insurance claims and there are no circumstances known to Sellers which haven given or, so far as the Seller is aware, are likely to give rise to any claim or require notification under any of the insurance policies which have not been notified to the relevant insurers.
12.	Intellectual property rights
12.1	For the purposes of this paragraph, Intellectual Property Rights means (i) copyright, patents, know-how, confidential information, database rights, and rights in trade names, trademarks and designs (whether registered or unregistered) and all associated goodwill, (ii) applications for registration, and the right to apply for registration, for any of the same, and (iii) all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.
12.2	No activities of a Group Company or of any licensee under any licence granted by a Group Company infringe or, to the Seller’s best knowledge, are likely to infringe any Intellectual Property Rights of any third party and no claim has been made against a Group Company or any such licensee in respect of such infringement.
12.3	All registered Intellectual Property Rights (including applications to register the same) and all commercially significant unregistered Intellectual Property Rights owned or used by a Group Company (the Company Intellectual Property), are non-infringing valid and subsisting. No other Intellectual Property Rights are required for the continuation of the business of a Group Company as currently conducted. Each Group Company is the sole legal and beneficial owner of, and to the extent applicable the sole applicant for, and may freely use, license and dispose of the Company Intellectual Property and all registered Company Intellectual Property is owned solely by a Group Company free of any Encumbrance.
12.4	Full details of all licences and other agreements relating to Intellectual Property Rights to which a Group Company is a party (whether as licensor or licensee) or which relate to any Intellectual Property Rights owned by a Group Company, are available to a Group Company. No Group Company is in breach of any such agreement and, in as far as Seller is aware, no third party is in breach of any such agreement. All renewal fees due up to the date of this Agreement for the registration and maintenance of the Company Intellectual Property Rights have been paid in full.

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12.5	The Sellers are not aware of any unauthorised use by any person of any Intellectual Property Rights or confidential information of a Group Company.
12.6	No claims, actions, proceedings, investigations, litigations, arbitrations, demands, objections or orders are pending or, in as far as Sellers are aware, threatened against any Group Company that seek to cancel, limit or challenge the validity, ownership, enforceability or use of any Company Intellectual Property and no Group Company knows of any valid basis for the same.
12.7	Each Group Company has taken appropriate measures to protect its Intellectual Property Rights, whether registered or unregistered.
13.	Computer systems, data and records
13.1	All the records and systems (including but not limited to computer systems) and all data and information of the Group Companies are recorded, stored, maintained and operated or otherwise held exclusively by the Group Companies and are not wholly or partly dependent on any facilities or means (including any electronic, mechanical or photographic process, computerised or otherwise) which are not under the exclusive ownership or exclusive control of any of the Group Companies.
13.2	The computer and telecommunication facilities, the software and databases used by the Group Companies are adequate for operational and business requirements of the Companies and adequate back-up procedures have been implemented and are currently complied with.
13.3	Each of the Group Companies has entered into adequate maintenance agreements in respect of all software and hardware owned or used by the Group Companies.
14.	Taxation
14.1	All notices, computations and Tax Returns which ought to have been given or made prior to Closing, have been timely, properly and duly submitted by each of the Group Companies to the relevant Tax Authorities and all information, notices, computations and returns submitted to such authorities are true, accurate and complete and are not the subject of any dispute nor are likely to become the subject of any dispute with such Tax Authorities. All records which each of the Group Companies is required to keep for Taxation purposes or which would be needed to substantiate any claim made or position taken in relation to Taxation by each of the Group Companies, have been duly kept and are available for inspection at the premises of each of the Group Companies.
14.2	None of the Group Companies has asked for any extensions of time for the filing of any tax returns or other documents relating to Taxation other than customary extension in the ordinary course of business.
14.3	None of the Group Companies has, within the statutory limitation period, been subject to or are currently subject to any investigation, audit or visit by any Tax Authority other than disclosed by Sellers to Purchaser, and to the Sellers’ best knowledge the Sellers are not aware of any such investigation, audit or visit planned for the next 12 months.
14.4	Other than the CIT Fiscal Unity and the VAT Fiscal Unity, none of the Group Companies has nor at any time in the last 5 years have had, their tax affairs dealt with on a consolidated basis nor have they entered into any tax sharing arrangement (including without limitation any arrangement under which tax losses or tax reliefs are surrendered or claimed or agreed to be surrendered or claimed) in respect of their profits, gains or losses.

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14.5	The break-up of the CIT Fiscal Unity has not and will not lead to any Tax Liability of any of the Group Companies.
14.6	Each of the Group Companies has always duly, timely and correctly paid all Tax for which it has been assessed, or which have become due or will become due, or which have arisen or accrued or will arise or accrue with regard to the period up to and including the Closing Date, or, insofar this Tax has not been paid, it has adequately and fully provided for in the Accounts.
14.7	Each of the Group Companies has made all withholdings and deductions (including but not limited to any withholding or deduction on payments made or deemed to be made to shareholders, independent contractors or other third parties) in respect of, or in account of, any Tax as it was or is obliged or entitled to make and has properly and duly accounted in full and in a timely manner to the relevant Tax Authority for all amounts so withheld or deducted.
14.8	Each of the Group Companies is and has at all times been exclusively resident for all Tax purposes and subject to Tax in the country or jurisdiction in which the relevant Group Company is incorporated only, and has not at any time been resident or had any branch, agency or permanent establishment in any other jurisdiction for any Tax purposes (and no Tax Authority has ever sought to assert the same).
14.9	None of the Group Companies has been a party to or has otherwise been involved in any transaction, scheme or arrangement of which the main purpose or objective (or one of the main purposes or objectives) is to obtain a Tax advantage or which can reasonably be considered as such.
14.10	None of the Group Companies has claimed, utilized or requested exemptions from Tax, roll-over relief, deferrals in relation to Tax or other Tax facilities, including exemptions, roll-over relief, deferrals, or other Tax facilities relating to reorganizations or mergers or made a depreciation, which on or after the Closing Date is still subject to a claw back or reversal provision or any other comparable provision under any applicable Law.
14.11	All transactions or arrangements involving any of the Group Companies were affected taking into account the at arm’s length principle. None of the transactions or arrangements involving any of the Group Companies has or will affect the Tax position of any of the Companies including as a result of any Tax Authority invoking any transfer pricing provision.
14.12	There are no self-employed persons or temporary workers who are or at any time have been or should be or have been treated as employee of any of the Group Companies for Tax purposes and no self-employed person or temporary worker may seek or has ever sought to assert the same.
14.13	Each of the Group Companies has complied in all respects with all statutory requirements, orders, provisions, directions or conditions relating to VAT.
14.14	Neither the entry into or becoming unconditional of this Agreement nor Closing will have an adverse impact on the Tax position of any of the Group Companies (including, but not limited to, any claw back or disallowance of any Relief or allowance previously given).
14.15	If required, the Group Companies are registered for US sales tax purposes in Virginia and all exemption certificates are valid for Tax purposes.

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15.	Property
15.1	None of the Group Companies owns, or has ever owned, any real property.
15.2	Each of the Group Companies is in possession of all lease agreements or similar documents pursuant to which the Group Company uses or occupies any real property (the Properties); (i) all such agreements are in effect, enforceable in accordance with their terms, and create a valid and binding leasehold interest in the Properties in favour of the Group Companies and are free and clear of all Encumbrances, (ii) there are no disputes or oral agreements in effect with respect to such agreements, (iii) neither the Group Companies, nor to the knowledge of the Group Companies any other party thereto, is in breach of any such agreement, and to the knowledge of the Group Companies no event has occurred that with the giving of notice or the passage of time would constitute such a breach, and (iv) none of the Group Companies are in negotiation for any material change to any such agreement. Sellers have made available in the Data Room copies of all such agreements, which are true, complete and correct in all material respects.
15.3	All Properties are actively used by the Group Companies in conducting the Business.
15.4	None of the Group Companies holds any right of ownership, right of use, option or contractual obligation to purchase, in relation to any real estate property other than the Properties.
15.5	None of the Group Companies has made any renovation or alteration of any leased Property, other than on the basis of and in accordance with the prior permission or consent of the relevant landlords and/or – to the extent applicable – the relevant Governmental Entities.
15.6	Except for timely payment of the rent to the relevant landlord none of the Group Companies has any liabilities or obligations to any person under any lease agreement for a Property.
15.7	Each of the Group Companies has duly and timely paid the rent due for leased Properties and is not indebted for any costs to the relevant landlord. To Sellers’ knowledge, all real property taxes and assessments due with respect to the Properties have been paid in full and there are no tax appeals, tax protests or special assessment proceedings pending with respect to any of the Properties.
15.8	All buildings or other erections on each Property are in good repair and in good condition and are in such state of repair and condition as to be substantially fit for the purpose for which they are at present used and do not contain any substance or material which is defective or a risk to health or safety.
15.9	Each of the Group Companies holds all the required permits and licenses and uses the Properties in accordance with any applicable agreement and all applicable Laws, regulations, permits, licenses and zoning plans. All such permits and licenses have been Fairly Disclosed in the Data Room, are in force and unconditional and no suspension, cancellation or amendment of any of such permit or license is pending or, to Seller’s knowledge, threatened. All such permits and licenses have been complied with by each of the Group Companies. Neither the execution of the Transaction Documents nor Closing will require any notice to, filing with, or approval or consent of any Governmental Entity pursuant to applicable Laws, or result in the revocation, cancellation, suspension or modification of any such permit or license and, to the Seller’s best knowledge, there are no events, facts or circumstances that could result in any such revocation, cancellation, suspension or modification of any such permit or license or that could necessitate any works or expenditure for any Group Company to continue to comply with the terms and conditions of any such permit or license.
15.10	None of the Group Companies has received any notice or order affecting any Property from any authority or any third party and, in as far as Sellers are aware, there are no proposals or to Sellers' knowledge pending or threatened actions on the part of any authority or third party which would reasonably be expected to adversely affect any Property, including those relating to compulsory purchase or expropriation or highways works.

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15.11	To Sellers’ knowledge, no person other than the Group Companies is entitled to possession or use of any of the Properties or any portion thereof.
15.12	To Sellers’ knowledge, no labour has been performed or materials furnished with respect to the Property that could result in a materialman’s or mechanic’s lien filed against any Property, except as shall have been fully paid or released on or prior to Closing.
15.13	Each of the Properties and the buildings, improvements and structures located thereon are supplied with utilities and other services necessary for the operation of such buildings, improvements and structures as the same are currently operated, all of which utilities and other services, to Seller’s knowledge, are provided via public roads or via permanent easements benefiting such Property. Each of the Properties abuts on, and has direct vehicular access to, a public road.
16.	Environmental
16.1	Each Group Company has conducted and is conducting the business in compliance with all Environmental Laws and there has not been any storage, transportation, release, leakage, migration, spill, discharge, entry, disposal, deposit or emission of any Hazardous Substance in violation of any Environmental Law or otherwise in a manner that gives rise or, to the Seller’s best knowledge, could give rise to any claim, action, liability, expense or obligation arising from or relating to any Environmental Law and there are no Hazardous Substances present at, in or under the Properties or any other property in violation of any Environmental Law or otherwise in such manner or at such level that results or, to the Sellers’ best knowledge, could result in any claim, action, liabilities, expenses or obligations being brought against or incurred by any Group Company.
16.2	All environmental licenses, permits, consents, authorizations, certificates, registrations and exemptions issued, granted or required under Environmental Law for the operation of the Business (the Environmental Permits) have been obtained, are in force and unconditional and have been complied with by each of the Group Companies. Seller has made available in the Data Room copies of all Environmental Permits, which are true, complete and correct in all material respects.
16.3	Neither the execution of the Transaction Documents nor Closing will require any notice to, filing with, or approval or consent of any Governmental Entity pursuant to Environmental Laws, or result in the revocation, cancellation, suspension or modification of any Environmental Permit and, to the Sellers’ best knowledge, there are no events, facts or circumstances that could result in any such revocation, cancellation, suspension or modification of any such Environmental Permit or that could necessitate any works or expenditure for any Group Company to continue to comply with the terms and conditions of any Environmental Permit.
16.4	There are no agreements or arrangements concerning the environment (including any environmental covenants (milieuconvenanten) between any of the Group Companies and any Governmental Entity or other third party, and none of the Group Companies has assumed either contractually or by operation of law any liabilities under Environmental Law of any other Person or entity.
16.5	No Group Company has acted or is acting in violation of any Environmental Law nor has any Group Company received any written notice:

	(i)	of any civil, criminal, regulatory or administrative action, claim, investigation or other proceedings or suit relating to a breach or alleged breach of any Environmental Law or Environmental Permits;
	(ii)	that a Governmental Entity is intending to revoke, cancel, suspend or modify any Environmental Permit; or
	(iii)	that any amendment to any Environment Permit is required to enable the continued operation of the Business.
16.6	Sellers have made available in the Data Room true, complete and correct copies of all material environmental reports and other reports regarding the physical condition of the Properties in Sellers’ possession or reasonable control.

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17.	Compliance with Laws
17.1	Each of the Group Companies has at all times, in all material respects, conducted its business in accordance with its constitutional documents and all applicable Laws in any jurisdiction in which it carries on its business, and none of the Group Companies is, or has in the past years been in violation of, or in default with respect to any court decision, arbitration award, binding advice, or any other order or judgment of any Governmental Entity in which any of the Group Companies was a party.
17.2	None of the Group Companies nor any of their directors, officers, agents, Employees, or other persons performing services for on their behalf, acting in such capacity or in connection therewith, has done or omitted to do anything which is a contravention of any Law, regulation or the requirements of any Governmental Entity giving rise to any fine, penalty, other liability or sanction on the part of any of the Group Companies and no complaints have been received in respect of such matters nor is any of the Companies in default of a court decision, arbitration award, binding advice or any other order or judgment of any Governmental Entity applicable to it or its business.
17.3	Each of the Group Companies has all licences, permits, consents, certificates or other authorisations necessary to conduct its business as currently conducted and complies, and has complied, with all terms and conditions of those licences, permits and certificates in all material respects, each of the permits is in full force and effect and nothing has been or is agreed by this Agreement to be done or omitted to be done which might prejudice the continuation or renewal of any of those licences, permits or certificates or result in any of those licences, permits or certificates being modified.
18.	Anti-bribery and anti-corruption
18.1	No Group Company nor any of its shareholders, directors, employees, agents or Representatives (in each case, acting in their capacities as such) has, since the inception of such Group Company, directly or indirectly through its Representatives or any person authorized to act on its behalf or for its benefit, (i) engaged in any other activity, practice or conduct or has taken any other action or inaction, directly or indirectly, which would constitute a violation of any Anti-Corruption Law or (ii) offered, paid, given, promised to pay or give or authorized the giving of money or anything of value, to any Government Official or other Person: (A) for the purpose of (I) influencing any act or decision of any Government Official or other Person, (II) inducing any Government Official to do or omit to do any act in violation of their lawful duties, (III) securing any improper advantage or (IV) inducing any Government Official to use his or her respective influence with a Governmental Entity to affect any act or decision of such Governmental Entity, in each case (I) through (IV) in order to obtain or retain business, for, direct business to, or secure any improper business or regulatory advantage for a Group Company, or (B) in a manner that would constitute or have the purpose or effect of public or commercial bribery, acceptance of, or acquiescence in, extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage.
18.2	There have been no false or fictitious entries made in the books and records of any Group Company relating to any unlawful offer, payment, promise to pay or authorization of the payment of any money, or unlawful offer, gift, promise to give, or authorization of the giving of anything of value, including any bribe, kickback or other illegal or improper payment and no Group Company has established or maintained a secret or unrecorded fund or account.

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18.3	Each Group Company is not and has not been the subject of any investigation, inquiry, or enforcement proceeding by any Governmental Entity, or any customer regarding any violation or alleged violation of any Anti-Corruption Law, and no such investigation, inquiry or enforcement proceeding has been threatened or is pending and there are no circumstances likely to give rise to any such investigation, inquiry or enforcement proceeding. Each Group Company has instituted and maintained policies and procedures applicable to such Group Company reasonably designed to ensure compliance by its businesses with the Anti-Corruption Laws in each jurisdiction in which such Group Company operates.
19.	Litigation
19.1	None of the Group Companies is, nor proposing to be, (directly or indirectly) engaged in any claim, litigation, arbitration, mediation, binding advice or other legal proceedings (including administrative, criminal or tax proceedings) and to the Sellers’ best knowledge no such claim, litigation, arbitration, mediation, binding advice or other legal proceedings are threatened or pending by or against any of the Group Companies and to the Sellers’ best knowledge there are no circumstances likely to give rise thereto.
19.2	In as far as Sellers are aware, none of the Group Companies is the subject of any regulatory or other investigation, enquiry or action, enforcement proceedings, prosecution regarding any of the Group Companies or of any of its present or former directors, officer, Employees or other persons performing services for or on behalf of it, or process by any governmental, administrative or regulatory body nor, to the Sellers’ knowledge, are there any circumstances which are likely to give rise to any such investigation, enquiry or proceeding, disciplinary action or process.
19.3	There are no outstanding obligations under any existing or pending court decision, arbitration award, judgment, award, binding advice or any other judgment of any Governmental Entity in which any of the Group Companies is or were a party to affecting any of the Companies or its business.
20.	COVID-19 Assistance Programs
20.1	The proceeds received from any COVID-19 Assistance Program were not used by the applicable Group Company in violation of the terms and conditions of such COVID-19 Assistance Program (including, without limitation, the CARES Act and related regulations with respect to any PPP Loan). Fresh Tulips submitted an application for the forgiveness of 100% of the amount of its PPP Loan, and the PPP Loan was forgiven in its entirety on June 11, 2021. Each Group Company has maintained accounting and other records relating to each COVID-19 Assistance Program in which it is participating or has participated and the use any funds associated therewith (including records that track the costs and other expenses for which the proceeds of Fresh Tulips USA, LLCs PPP Loan have been used), true, correct and complete copies of which have been made available to Purchaser.
20.2	The applicable Group Company has complied in all respects with the CARES Act and COVID-19 Assistance Programs and any documentation related thereto. All applications and certifications made by the applicable Group Company in connection with to the CARES Act are true and accurate.
21.	Information
21.1	All information supplied by the Seller or its Representatives to the Purchaser or its Representatives, including in this Agreement, is, true, complete and not misleading and fairly represents the condition (financial and otherwise), income, properties, assets, liabilities, operations, contractual relationships, results of operations and, to the best of Sellers’ knowledge, prospects of the Group Companies and the Group Companies and their businesses as a whole.
21.2	To the Sellers’ best knowledge there are no facts, circumstances or matters which are not fully and Fairly Disclosed in the Disclosed Information and which are of such nature and materiality that the Purchaser, if it had been made aware thereof, could not reasonably be expected to enter into this Agreement on the terms and conditions as set out therein.

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Appendix 6 Closing

1.	Prior to Closing the Sellers shall procure the delivery to the Purchaser of:
	(i)	the original up-to-date shareholders’ register of the Company;
	(ii)	if requested by the Notary, (i) information on the ultimate beneficial owner of the Sellers, (ii) legalized and apostilled powers of attorney to execute the Deed of Transfer on behalf of the Sellers and the Company, and (iii) a confirmation that the persons executing the relevant power of attorney and the Notary Letter are authorized to represent the Sellers;
	(iii)	in as far as applicable, duly executed corporate resolutions with regard to the Transaction in the agreed form;
	(iv)	a duly executed letter releasing the pledge on certain shares in the capital of the Company granted by Jansen in favour of Botman Bloembollen;
	(v)	a duly executed termination agreement in relation to the shareholders’ agreement by and between the Sellers and the Company dated 15 July 2022, pursuant to which the shareholders’ agreement is terminated with effect of Closing and the parties thereto declare that they have no claim whatsoever in relation to each other (and the Company) in respect of such shareholders’ agreement and/or the termination thereof;
	(vi)	a duly executed termination agreement in relation to the management agreement by and between Botman Bloembollen and the Company dated 1 November 2016, pursuant to which the management agreement is terminated with effect of Closing and the parties thereto declare that they have no claim whatsoever in relation to each other in respect of such management agreement and/or the termination thereof;
	(vii)	duly executed waiver by Rabo Lease B.V. pursuant to which Rabo Lease B.V. waives its right to terminate the operational lease agreement with the Company as a consequence of the Transaction;
	(viii)	evidence of the notification to Karel Vastgoed B.V. (as lessor of the real properties located at De Gouw 41, 1602 DN Enkhuizen, the Netherlands) regarding the change in the corporate/organizational structure of the Company as a consequence of the Transaction;
	(ix)	resignation letter of Botman Bloembollen in its capacity as managing director of the Company, with effect from the time of execution of the Deed of Transfer, acknowledging that it has no claim against the Company, whether for loss of office or otherwise;
	(x)	executed resolution of the general meeting of the Company, in which it shall be resolved or ratified that Botman Bloembollen shall be removed and discharged (décharge) as managing director of the Company, acknowledging that the Company has no claim against Botman Bloembollen, and the managing director(s) nominated by the Purchaser shall be appointed, with effect from the time of execution of the Deed of Transfer;
	(xi)	an executed waiver regarding the pre-emptive rights of the Sellers under the articles of association of the Company;
	(xii)	letters releasing the Company:

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		(a)	from its obligations under the respective credit facilities and other financial agreements or loans in any jurisdiction, including, but not limited to, Coöperatieve Rabobank U.A., and all related Encumbrances and guarantees, effective as of the moment directly prior to the execution of the Deed of Transfer; and
		(b)	from any other guarantees given for the benefit of or in respect of any obligations of any Seller or any Affiliate of any Seller.
2.	At Closing:
	(i)	the relevant Parties shall and shall procure that the relevant third parties shall:
		(a)	sign and execute the Bridge Loan Agreement and the Second Bridge Loan Agreement;
		(b)	sign and execute the Bridge Loan Subordination Agreement;
		(c)	execute the US deed of Transfer before the Notary and procure that the Notary shall execute the US Deed of Transfer and the relevant Parties shall procure that the Company shall acknowledge the transfer of the Jansen Shares by signing the US deed of Transfer;
		(d)	sign and execute the subscription agreement, attached hereto as Appendix 10;
		(e)	sign and execute the shareholders’ agreement in relation to the US Purchaser;
		(f)	sign and execute the employment agreement by and between Jansen and Fresh Tulips USA, LLC;
		(g)	execute the Deed of Transfer before the Notary and procure that the Notary shall execute the Deed of Transfer and the Parties shall procure that the Company shall acknowledge the transfer of the Botman Bloembollen Shares and the Strengers Shares by signing the Deed of Transfer;
		(h)	sign and execute the pledge deed in relation to the financing of the transaction by the Purchasers;
		(i)	sign and execute the pledge deeds in relation to the Bridge Loan Agreement and the Second Bridge Loan Agreement;
		(j)	effect that the amount paid into the Notary’s Bank Account pursuant to clause 5.2 of the Agreement shall be paid out to Sellers in accordance with the Notary Letter.

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EX-10.1

EXHIBIT 10.1

Bridge Loan Agreement

Between

Tulipa Acquisitie Holding B.V.

Tulp 24.1, LLC

(as Borrowers)

and

Botman Bloembollen B.V.

Mr. W.F. Jansen

Mr H.J. Strengers

(as Lenders)

February 22, 2024

BRIDGE LOAN AGREEMENT

THIS BRIDGE LOAN AGREEMENT (the Agreement) is dated February 22, 2024 and made between:

THE UNDERSIGNED:

1.	BOTMAN BLOEMBOLLEN B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands, with its statutory seat in gemeente Enkhuizen, the Netherlands, and registered with the Trade Register of the Chamber of Commerce under number 36003543;
2.	MR W.F. JANSEN, a natural person, (Jansen);
3.	MR H.J. STRENGERS, a natural person, (Strengers);
4.	TULIPA ACQUISITIE HOLDING B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands, with its statutory seat in Amsterdam, the Netherlands and registered with the Trade Register of the Chamber of Commerce under number 92843085 (the NL Borrower); and
5.	TULP 24.1, LLC, a company incorporated and validly existing under the laws of the State of Delaware, the United States of America, having its registered office at Wilmington, Delaware 19801, United States of America, 1209 Orange Street, Corporation Trust Center, registered under number 2939451 (the US Borrower).

The parties listed under 1 to 3 are, collectively referred to as the Lenders and each of them a Lender, and the parties under 4 and 5 are, collectively referred to as the Borrowers and each of them a Borrower and the parties under 1 to 5 are, collectively referred to as Parties and each of them a Party.

WHEREAS

A.	On February 22, 2024 the Lenders as sellers and the Borrowers as the purchasers entered into a share purchase agreement (the SPA) to effect the Transaction (as defined below).
B.	On or about the date hereof, the Lenders have sold all issued and outstanding shares in the share capital of Bloomia B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands, with its statutory seat in Enkhuizen, the Netherlands, and registered with the Trade Register of the Chamber of Commerce under number 37085067 (Bloomia) to the Borrowers (the Transaction) for a purchase price as set out in clause 3.1 of the SPA (the Purchase Price).
C.	Pursuant to clause 3.5 of the SPA, the Parties have agreed that part of the Purchase Price, equal to an aggregate amount of USD 12,750,275 will be paid by the Borrowers through funds made available by the Lenders to the Borrowers under a series of loans in the aggregate amount of USD 12,750,275, whereby each loan to be granted by each lender will be for the amount and to the Borrower as set out in Annex I, on the terms and conditions set out in this Agreement (the Loans).
D.	The Parties have agreed that the Borrowers shall use commercial best efforts to, as soon as possible following the date of this Agreement, replace the Loans with another loan from a third party and to, in any event, pay off the Loans as soon as possible, subject to clause 5.4.

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E. With this Agreement, the Parties wish to settle the term and conditions with respect to each Loan.

IT IS AGREED as follows:

1.	INTERPRETATION
1.1.	Unless otherwise defined in this Agreement (including in the recitals), words and expressions defined in the SPA shall have the same meaning where used in this Agreement.
1.2.	Capitalised terms used in this Agreement shall have the meaning given to them in this clause 1:
	Borrowers has the meaning set out in the introduction of this Agreement. Bloomia has the meaning set out in recital B. Capital Expenditures: means any period and any person, the sum of all amounts that would, in accordance with GAAP, be included as additions to property, plant and equipment on a consolidated statement of cash flows of such person to during such period, in respect of (a) the acquisition, construction, improvement, replacement or betterment of land, buildings, machinery, equipment or of any other fixed assets or leaseholds, (b) to the extent related to and not included in (a) above, materials, contract labor (excluding expenditures properly chargeable to repairs or maintenance in accordance with GAAP), and (c) other capital expenditures and other uses recorded as capital expenditures or similar terms having substantially the same effect. clause means a clause in this Agreement. Event of Default has the meaning as set out in clause 10. Excess Cash Flow means for any period of determination, an amount equal to the sum of (A) EBITDA, minus (B) Capital Expenditures, minus (C) income taxes paid in cash, minus (D) all scheduled principal payments made in respect of Indebtedness during such period, minus (E) the aggregate principal amount of all prepayments made in respect of the Term Loans or the Subordinated Debt (Seller Note) (excluding any prepayments of the Subordinated Debt (Seller Note) made with the proceeds of any Subordinated Debt (Mezzanine), minus (F) Interest Expense paid in cash, minus (G) Management Fees paid in cash, minus (H) to the extent included in EBITDA, (i) non-recurring and non-operational expenses acceptable to the Agent, (ii) Permitted Transaction Fees and (iii) non-cash expenses that are acceptable to the Agent, minus (I) increases in working capital, plus (J) decreases in working capital, in each case calculated without duplication and in accordance with GAAP and on a consolidated basis for the Borrowers and their Subsidiaries (capitalised terms used in this definition of Excess Cash Flow shall have the meaning as set out in Annex II). Fresh Tulips has the meaning as set out in clause 5.2(a). Fresh Tulips Disposition has the meaning as set out in clause 5.2(a). Interest has the meaning set forth in clause 5. Lenders has the meaning set out in the introduction of this Agreement. Loans has the meaning as set out in recital C and Loan means the part of the Loans granted by a specific Lender as set out in Annex I.

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NL Borrower has the meaning set out in the introduction of this Agreement. Parties has the meaning set out in the introduction of this Agreement. Purchase Price has the meaning as set out in recital B. Relevant Proportion the value of the Loans provided by each Lender divided by the total amount of Loans provided by all Lenders in aggregate. Senior Creditor means Associated Bank, N.A., as agent for the lenders under the Senior Credit Agreement. Senior Credit Agreement means the credit agreement by and among the Borrowers, certain other parties, the lenders from time to time party thereto and the Senior Creditor dated as of the date hereof. Senior Loan means the amount outstanding under the Senior Credit Agreement from time to time. Schedule means a schedule to this Agreement. SPA has the meaning as set out in recital A. Subordination Agreement means the subordination agreement entered into by the Lenders as junior creditors, the Borrower as debtor and the Senior Creditor and certain other parties describing the terms and conditions of subordination of all outstanding amounts under this Agreement, a copy of which is attached hereto as Annex III. Transaction has the meaning as set out in recital B. US Borrower has the meaning set out in the introduction of this Agreement. Vendor Loans has the meaning as set out in clause 5.2(c). Year 1 means the period as from the Closing Date up to and including the first anniversary of the Closing Date. Year 2 means the period as from the first anniversary of the Closing Date up to and including the second anniversary of the Closing Date. Year 3 means the period as from the second anniversary of the Closing Date up to and including the third anniversary of the Closing Date. Year 4 means the period as from the third anniversary of the Closing Date up to and including the fourth anniversary of the Closing Date. Year 5 means the period as from the fourth anniversary of the Closing Date up to and including the fifth anniversary of the Closing Date.

1.3.

In this Agreement, unless the context dictates otherwise references to:

(a) the "Lender(s)", the "Borrower(s)" or any "Party" shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

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(b)

the Agreement or any other agreement or instrument is a reference to the Agreement or other agreement or instrument as amended, novated, supplemented, extended or restated (however, fundamentally and whether or not more onerously) or replaced and includes any change in the purpose of, any extension of or increase in any amount or facility or addition of any new facility under that Agreement or other agreement or instrument;

(c)

a “person” shall include a reference to any individual, company, association, partnership or joint venture (in each case whether or not having separate legal personality) and or its legal successors;

1.4.	An Event of Default is "continuing" if it has not been remedied or waived.
1.5.	The headings are for identification only and shall not affect the interpretation of this Agreement.
1.6.	The Recitals and Schedules to this Agreement shall be deemed to form an integral part of this Agreement.
2.	THE LOAN
	Each Lender hereby grants its Loan to the relevant Borrower as referred to in Annex I, all under the terms and conditions of this Agreement.
3.	PURPOSE
3.1.	Each Loan is only to be used by the relevant Borrower for the financing of the Purchase Price due by the that Borrower under the SPA.
3.2.	The Lenders are under no obligation to verify whether the sums made available under this Agreement are used as described in clause 3.1. The Borrowers shall however provide Lenders with quarterly and annual reports with respect to the Purchaser’s Group for as long as there are amounts outstanding to the Lenders pursuant to this Agreement. In addition, the Borrowers shall allow each Lender on reasonable notice to inspect their books and records to the extent relevant to monitor compliance and enforce their rights under this Agreement and any (re)payments in connection herewith.
4.	UTILISATION
4.1.	On the Closing Date and subject to Closing, the Lenders shall make the Loans available to the Borrowers.
4.2.	The aggregate amount of the Loans shall not be disbursed by the Lenders. Instead, an aggregate amount of USD 12,750,275 of the Purchase Price due by the relevant Borrowers to the relevant Lenders remains indebted to the Lenders and shall constitute the principal amount of the Loans, owed to the Lenders as referred to in Annex I.
4.3.	Each Lender will only be obliged to make their Loan available, if on the proposed date of utilisation:

(a)	each Lender has received an executed copy of this Agreement;
(b)	Closing takes place; and
(c)	no Event of Default is continuing or would result from the utilisation of the Loan.

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5.	TERM AND REPAYMENT
5.1.	Subject to the Subordination Agreement, the Borrowers shall repay each Loan together with any unpaid, accrued Interest with respect thereto to the relevant Lender (each pro-rata for their Relevant Proportion, irrespective of which Borrower has entered into each Loan) as soon as possible, subject to clause 5.4, but in any event no later the day that is five years and 30 days after the Closing Date (the Final Repayment Date).
5.2.	The Borrowers shall repay each Loan in whole or in part immediately from (i) any and all proceeds of any Subordinated Debt (Mezzanine) (as defined in the Senior Credit Agreement) (it being understood that, as set forth in the Senior Credit Agreement, any Subordinated Debt (Mezzanine) must have terms that have been approved in writing by the Senior Agent (as defined in the Senior Credit Agreement)), (ii) the proceeds of any increase of any Senior Obligations (as defined in the Senior Credit Agreement) in excess of the Senior Obligations Principal Cap Amount (as defined in the Subordination Agreement), and/or (iii) the proceeds of any other indebtedness for borrowed money (other than capitalized leases obligations, purchase money indebtedness, intercompany indebtedness among the Borrowers or any of their group companies or any indebtedness extended to refinance any Senior Indebtedness (as defined in the Senior Credit Agreement)) extended pursuant to any financing arrangements entered into by any of the Borrowers or any of their group companies with any lender (other than any Senior Claimholder (as defined in the Senior Credit Agreement)).
5.3.	Certain Covenants: as long as any amount under the Loans are payable to the Lenders:

(a)	no dividends or other distributions (including by way of loan or otherwhise) will be paid by Bloomia and/or Fresh Tulips to the Borrowers or any group company of the Borrowers, other than the distribution and or transfer of the interest in Bloomia’s subsidiary Fresh Tulips USA, LLC (Fresh Tulips) to the NL Borrower and/or the US Borrower (the Fresh Tulips Disposition) unless and to the extent (i) such dividends or other payments are used to the full extent to pay any amounts on the Senior Loan (or the Loan or any mezzanine loan) or any taxes or operating expenses of the Borrowers of any group company of the Borrowers in the ordinary course of business (but, no such payments shall be made to the holders of the Capital Stock of the US Borrower on account of such Person’s holding of the capital stock of the US Borrower or any indirect holdings of the capital stock of the NL Borrower or any group company of the Borrowers), or (ii) such dividends or other payments are approved by the Lenders;
(b)	the Borrowers and any group company of the Borrowers may not make any Capital Expenditures in excess of USD $3,000,000 in any fiscal year without the approval of the Lenders; provided, however; that such limit will be increased in any fiscal year by the positive amount equal to the amount (if any) equal to the difference obtained by taking the limit for Capital Expenditures for the prior fiscal year minus the actual amount of any Capital Expenditures expended during such prior fiscal year period.
(c)	the Borrowers and any group company of the Borrowers shall not increase any commitments under (i) the Senior Loan to an amount in excess of the Senior Obligations Principal Cap Amount, (ii) any mezzanine financing, and/or (iii) any other indebtedness for borrowed money (other than capitalized leases obligations, purchase money indebtedness, intercompany indebtedness among the Borrowers or any of their group companies or any indebtedness extended to refinance any Senior Indebtedness (as defined in the Subordination Agreement)) extended pursuant to any financing arrangements entered into by any of the Borrowers or any of their group companies with any lender (other than any Senior Claimholder (as defined in the Subordination Agreement)), failing which the amount of each such additional indebtedness shall be applied as mandatory prepayment on the Loans;

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(d) the Borrowers and any group company of the Borrowers shall not be liable for any indebtedness of Lendway Inc.

5.4.	Subject to the Subordination Agreement, at any time prior to the Final Repayment Date, the Borrowers may prepay the Loans (together with accrued Interest) in full or in part, without any indemnity, penalty or premium due in respect of such repayment, provided that the Borrowers repay each Loan pro-rata for their relevant Proportion, irrespective of which Borrower has entered into each Loan.
5.5.	Up to the Final Repayment Date, the Borrowers shall use any and all available Excess Cash Flow to pay the principal of and Interest (as defined below) due on the Loans to the Lenders (each pro-rata for their Relevant Proportion, irrespective of which Borrower has entered into each Loan), to the extent permissible under the Subordination Agreement.
5.6.	Any part of a Loan that has been prepaid or repaid cannot be re-borrowed.
5.7.	All moneys whatsoever paid to a Lender under this Agreement shall be applied by that Lender as follows:

(a)	first in payment of any costs;
(b)	second in payment of Interest; and
(c)	third in repayment of the principal of the Loan.

6.	INTEREST
6.1.	Interest shall accrue yearly on the amount of each Loan from time to time outstanding, at the annual rate of 8% in Year 1, 10% in Year 2, 12% in Year 3, 14% in Year 4 and 16% in Year 5 and beyond (the Interest), and shall be calculated on the basis of a year of 360 days and the actual number of days lapsed.
6.2.	The Borrowers shall pay accrued Interest annually as per 30 June, to the extent permissible under the Subordination Agreement. Any remaining (unpaid) part of the accrued Interest shall be added to each Loan on the last day of each year as of the date of this Agreement until the date all amounts due under this Agreement have been repaid. Interest shall also accrue over any compounded and unpaid Interest (payment in kind). No separate payment of Interest shall be made under this Agreement.
7.	SECURITY
	As security for the repayment of the Loans, interest and all other sums due under or in connection with this Agreement, (a) the NL Borrower shall provide the Lenders with a second ranking right of pledge in respect of the shares in the capital of Bloomia, such to be governed by Dutch law and (b) immediately after the Fresh Tulips Disposition, the US Borrower shall provide the Lenders with a second ranking right of pledge in respect of the equity of Fresh Tulips held by the US Borrower, such to be governed by US law, and which pledges shall each be subject to the terms of the Subordination Agreement.
8.	SUBORDINATION
	Each Loan, the security for each Loan and any interest thereon and all other amounts payable to the Lenders under this Agreement are subordinated (achtergesteld) to the obligations of the Borrower towards the Senior Creditor on the terms and conditions set out in the Subordination Agreement, attached hereto as Annex III, both in and outside of bankruptcy.

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9.	GUARANTEE
	Lendway Inc. and Bloomia as guarantors irrevocably and unconditionally guarantee to each Lender as their own obligation, the proper performance by the Borrowers of their obligations pursuant to this Agreement. In particular each agrees to pay each Lender, within 5 Business Days after receiving written demand from that Lender stating that a Borrower is in default of its obligations under this Agreement of all monies that have become due and owing pursuant to this Agreement for which that Borrower is in default.
10.	EVENTS OF DEFAULT
	In the event:

(a)	a Borrower fails to pay any sum when due under this Agreement or meet any obligation under this Agreement or any law applicable to it, and the continuation of that default remains unremedied for a period of fifteen (10) Business Days; and/or
(b)	a Borrower goes into liquidation or is (proposed to be) dissolved, or files for suspension of payments (surséance van betaling) or bankruptcy (faillissement), or is declared bankrupt (wordt failliet verklaard) or a receiver, administrator or other official or creditor’s representative is appointed in respect of a Borrower or its assets or a Borrower is unable to pay its debts as they fall due; and/or
(c)	the authority or ability of a Borrower or Bloomia to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to that Borrower or any of its assets; and/or
(d)	a Borrower directly or indirectly sells and/or transfers Bloomia or any material part of its enterprise(s) to a party not Affiliated with them (without full (re)payment of the aggregate of principal and interest of the Loans outstanding at such time) or announces a legal merger or legal demerger involving a Borrower or Bloomia, unless (i) each Lender approved such sale, merger or demerger, or (ii) such sale, merger or demerger has no material adverse effect for any of the Lenders under this Agreement,
(each an Event of Default), each Lender may by giving the relevant Borrower written notice, terminate the obligations of the that Lender hereunder and/or demand immediate payment of the full amount of the Loan provided by such Lender to the relevant Borrower and any and all interest accrued thereon but not yet paid and the relevant Borrower shall immediately comply with such demand.

11.	GENERAL
11.1.	No Party can assign any of its rights or transfer any of its obligations under this Agreement without the prior written consent of the other Party albeit that (i) the Lenders can assign their rights hereunder between them and/or to their Affiliates and, subject to the relevant Borrowers’ approval (not to be unreasonably withheld), to a bona fide third party, and (ii) the NL Borrower can transfer and assign its rights and obligations hereunder to the US Borrower, and each Party hereby explicitly consents to such transfer and assignment in accordance with clause 6:159 of the DCC.
11.2.	Each Borrower shall be entitled to set-off (verrekenen) any amount under any claim under this Agreement with (part of) any claims under the SPA (provided, however, that no Borrower may set off the annual payments on the Loans to permit the Lenders to meet their tax obligations that are permitted to be paid pursuant to item (d) of the Subordination Agreement).

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11.3.	The Parties waive their rights under sections 6:265 through 6:272 (ontbinding) and section 6:228 (dwaling) of the DCC to rescind (ontbinden) this Agreement in whole or in part, to demand the whole or partial rescission (ontbinding) in legal proceedings or to nullify (vernietigen) or amend (wijzigen) it in whole or in part following Closing. In case of error (dwaling), such error shall be for the account of the Party(ies) in error. The Parties hereby also agree to exclude the applicability of Title 1 of Book 7 of the Dutch Civil Code to the extent legally possible.
11.4.	Rights under this Agreement may only be waived in writing and delay in exercising or non-exercise of any rights does not constitute a waiver of that right.
11.5.	If a clause or provision of this Agreement becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability of any other clause or provision of this Agreement and the Parties shall use their reasonable best endeavours to replace such illegal, invalid or unenforceable clause or provision by a legal, valid and enforceable clause or provision that is as similar as possible to the illegal, invalid or unenforceable clause or provision.
11.6.	Except as expressly stated in this Agreement, the terms of this Agreement may be enforced only by a Party to this Agreement. In the event any third party stipulation contained in this Agreement is accepted by any third party, such third party will not become a party to this Agreement.
11.7.	This Agreement may be signed in any number of counterparts each of which, when executed by one or more of the Parties, shall constitute an original. Delivery of an executed counterpart of a signature page of this agreement by PDF file (or other scanned document) sent by email to the Parties shall be effective as delivery of an original counterpart of this Agreement.
11.8.	This Agreement contains the whole agreement between the Parties relating to the subject transactions contemplated by this Agreement and supersedes all previous agreements, whether oral or in writing, between the Parties relating to these transactions.
11.9.	The language of this Agreement and the transactions envisaged by it is English and all notices and other communications shall be in English unless otherwise agreed. The Parties acknowledge that they fully understand all the provisions of this Agreement.
11.10.	Save as otherwise provided in this Agreement, or as otherwise specifically agreed in writing by the Parties after the date of this Agreement, each Party will pay the costs and expenses incurred by it (and, in the case of a Borrower, any person connected with the Borrower, and, in the case of a Lender, any person connected with such Lender) in connection with this Agreement.
11.11.	Except as provided otherwise elsewhere in this Agreement, this Agreement can only be amended by means of a written instrument, executed by all Parties.
12.	GOVERNING LAW AND JURISDICTION
12.1.	This Agreement (including this clause 12) is exclusively governed by, and shall be construed in accordance with, the Laws of the Netherlands.
12.2.	The Parties irrevocably agree that the courts of Amsterdam, the Netherlands, are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and that accordingly any proceedings arising out of or in connection with this Agreement shall be brought in such courts. Each of the Parties irrevocably submits to the jurisdiction of such courts and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

[Signature page to follow]

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Signature Page (1/2)

BRIDGE LOAN AGREEMENT

SIGNED on the date stated at the beginning of this Agreement by:

BOTMAN BLOEMBOLLEN B.V.

/s/ Junior Beheer B.V.__________________

By: Junior Beheer B.V.

Title: solely authorized director

By: Mr P.A.M. Botman

Title: solely authorized director

MR W.F. JANSEN

/s/ Werner F. Jansen___________________

MR H.J. STRENGERS

/s/ H.J. Strengers_____________________

TULIPA ACQUISITIE HOLDING B.V.   /s/ Randy Uglem_____________________ By: Randy Uglem Title: Director A TULIPA ACQUISITIE HOLDING B.V.   /s/ Durk van der Zee____________________ By: Durk van der Zee Title: Director B

TULP 24.1, LLC

/s/ Randy Uglem_____________________

By: Randy Uglem

Title: Chief Executive Officer                                            

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Signature Page (2/2)

BRIDGE LOAN AGREEMENT

For acceptance of their obligations under clause 9 (Guarantee):

LENDWAY INC. /s/ Randy Uglem____________________	BLOOMIA B.V. /s/ P. Botman ________________
By: Randy Uglem Title: Chief Executive Officer	By: Botman Bloembollen B.V. Title: Sole director By: Junior Beheer B.V. Title: Solely authorized director By: P. Botman Title: Sole director

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EX-10.2

EXHIBIT 10.2

Second Bridge Loan Agreement

Between

Tulipa Acquisitie Holding B.V.

(as Borrower)

and

Botman Bloembollen B.V.

(as Lender)

February 22, 2024

BRIDGE LOAN AGREEMENT

THIS BRIDGE LOAN AGREEMENT (the Agreement) is dated February 22, 2024 and made between:

THE UNDERSIGNED:

1.	BOTMAN BLOEMBOLLEN B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands, with its statutory seat in gemeente Enkhuizen, the Netherlands, and registered with the Trade Register of the Chamber of Commerce under number 36003543 (the Lender); and
2.	TULIPA ACQUISITIE HOLDING B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands, with its statutory seat in Amsterdam, the Netherlands and registered with the Trade Register of the Chamber of Commerce under number 92843085 (the Borrower).

the parties under 1 and 2 are collectively referred to as Parties and each of them a Party.

WHEREAS

A.

On February 22, 2024 the Lender as one of the sellers and the Borrower as one of the purchasers entered into a share purchase agreement (the SPA) to effect the Transaction (as defined below).

B.

On or about the date hereof, the Lender has sold all issued and outstanding shares held by it in the share capital of Bloomia B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands, with its statutory seat in Enkhuizen, the Netherlands, and registered with the Trade Register of the Chamber of Commerce under number 37085067 (Bloomia) to the Borrower (the Transaction) for a purchase price as set out in clause 3.1 of the SPA (the Purchase Price).

C.	Pursuant to clause 3.5 of the SPA, the Parties have agreed that part of the Purchase Price due to the Borrower, equal to an amount of USD 2,700,000 will be paid by the Borrower through funds made available by the Lender to the Borrower under a loan in the amount of USD 2,700,000, on the terms and conditions set out in this Agreement (the Loans).
D.	The Parties have agreed that the Borrower shall use commercial best efforts to, as soon as possible following the date of this Agreement to pay off the Loan as soon as possible, subject to clause 5.5.
E.	With this Agreement, the Parties wish to settle the term and conditions with respect to the Loan.

IT IS AGREED as follows:

1.	INTERPRETATION
1.1.	Unless otherwise defined in this Agreement (including in the recitals), words and expressions defined in the SPA shall have the same meaning where used in this Agreement.
1.2.	Capitalised terms used in this Agreement shall have the meaning given to them in this clause 1:
	Borrower has the meaning set out in the introduction of this Agreement. Bloomia has the meaning as set out in recital B.

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Capital Expenditures means for any period and any Person, the sum of all amounts that would, in accordance with GAAP, be included as additions to property, plant and equipment on a consolidated statement of cash flows of such Person to during such period, in respect of (a) the acquisition, construction, improvement, replacement or betterment of land, buildings, machinery, equipment or of any other fixed assets or leaseholds, (b) to the extent related to and not included in (a) above, materials, contract labor (excluding expenditures properly chargeable to repairs or maintenance in accordance with GAAP), and (c) other capital expenditures and other uses recorded as capital expenditures or similar terms having substantially the same effect. Clause means a clause in this Agreement. Event of Default has the meaning as set out in clause 10. Fresh Tulips has the meaning as set out in clause 5.3(a). Fresh Tulips Disposition has the meaning as set out in clause 5.3(a). Interest has the meaning set forth in clause 5. Lender has the meaning set out in the introduction of this Agreement. Loan has the meaning as set out in recital C. Parties has the meaning set out in the introduction of this Agreement. Purchase Price has the meaning as set out in recital B. Senior Creditor means Associated Bank, N.A., as agent for the lenders under the Senior Credit Agreement. Senior Credit Agreement means the credit agreement by and among the Borrower, certain other parties, the lenders from time to time party thereto and the Senior Creditor dated February 20, 2024. Senior Loan means the amount outstanding under the Senior Credit Agreement from time to time. Schedule means a schedule to this Agreement. SPA has the meaning as set out in recital A. Subordination Agreement means the subordination agreement entered into by the Lender as junior creditor, the Borrower as debtor and the Senior Creditor and certain other parties and certain other parties describing the terms and conditions of subordination of all outstanding amounts under this Agreement, a copy of which is attached hereto as Annex I. and Transaction has the meaning as set out in recital B. Vendor Loans has the meaning as set out in clause 5.3(b);

1.3.

In this Agreement, unless the context dictates otherwise references to:

(a) the "Lender", the "Borrower" or any "Party" shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

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(b)

the Agreement or any other agreement or instrument is a reference to the Agreement or other agreement or instrument as amended, novated, supplemented, extended or restated (however, fundamentally and whether or not more onerously) or replaced and includes any change in the purpose of, any extension of or increase in any amount or facility or addition of any new facility under that Agreement or other agreement or instrument;

(c)

a “person” shall include a reference to any individual, company, association, partnership or joint venture (in each case whether or not having separate legal personality) and or its legal successors;

1.4.	An Event of Default is "continuing" if it has not been remedied or waived.
1.5.	The headings are for identification only and shall not affect the interpretation of this Agreement.
1.6.	The Recitals and Schedules to this Agreement shall be deemed to form an integral part of this Agreement.

2.	THE LOAN
	The Lender hereby grants the Loan to the Borrower under the terms and conditions of this Agreement.
3.	PURPOSE
3.1.	The Loan is only to be used by the Borrower for the financing of the Purchase Price due by the Borrower under the SPA.
3.2.	The Lender is under no obligation to verify whether the sum made available under this Agreement is used as described in clause 3.1. The Borrower shall however provide Lender with quarterly and annual reports with respect to the Purchaser’s Group for as long as there is an amounts outstanding to the Lender pursuant to this Agreement. In addition, the Borrower shall allow the Lender on reasonable notice to inspect its books and records to the extent relevant to monitor compliance and enforce their rights under this Agreement and any (re)payments in connection herewith.
4.	UTILISATION
4.1.	On the Closing Date and subject to Closing, the Lender shall make the Loan available to the Borrower.
4.2.	The Loan shall not be disbursed by the Lender. Instead, the amount of USD 2,700,000 of the Purchase Price due by the Borrower to the Lender remains indebted to the Lender and shall constitute the principal amount of the Loan owed to the Lender.
4.3.	The Lender will only be obliged to make the Loan available, if on the proposed date of utilisation:

(a)	the Lender has received an executed copy of this Agreement;
(b)	Closing takes place; and
(c)	no Event of Default is continuing or would result from the utilisation of the Loan.

5.	Term and repayment
5.1.	Subject to the Subordination Agreement, the Borrower shall repay the Loan together with any unpaid, accrued Interest with respect thereto to the Lender as soon as possible, subject to clause 5.5, but in any event no later than the day that is 9 calendar weeks after the Closing Date (the Final Repayment Date).

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5.2.

The Borrower shall repay the Loan in whole or in part immediately from (i) any and all proceeds of any Subordinated Debt (Mezzanine) (as defined in the Senior Credit Agreement) (it being understood that, as set forth in the Senior Credit Agreement, any Subordinated Debt (Mezzanine) must have terms that have been approved in writing by the Senior Agent (as defined in the Senior Credit Agreement)), (ii) the proceeds of any increase of any Senior Obligations (as defined in the Senior Credit Agreement) in excess of the Senior Obligations Principal Cap Amount (as defined in the Subordination Agreement), and/or (iii) the proceeds of any other indebtedness for borrowed money (other than capitalized leases obligations, purchase money indebtedness, intercompany indebtedness among the Borrowers or any of their group companies or any indebtedness extended to refinance any Senior Indebtedness (as defined in the Senior Credit Agreement)) extended pursuant to any financing arrangements entered into by any of the Borrowers or any of their group companies with any lender (other than any Senior Claimholder (as defined in the Senior Credit Agreement)).

5.3.

Certain Covenants: As long as any amount under the Loan is payable to the Lender:

(a)	no dividends or other distributions (including by way of loan or otherwise) will be paid by Bloomia and/or Fresh Tulips to the Borrower or any group company of the Borrower, other than the distribution and or transfer of the interest in Bloomia’s subsidiary Fresh Tulips USA, LLC (Fresh Tulips) to the Borrower and/or Tulp 24.1, LLC (the Fresh Tulips Disposition), unless and to the extent (i) such dividends or other payments are used to the full extent to pay any amounts on the Senior Loan (or the Loan or any mezzanine loan) or any taxes or operating expenses of the Borrower or any group company of the Borrower in the ordinary course of business (but, no such payments shall be made to the holders of the capital stock of Tulp 24.1, LLC on account of such Person’s holding of the capital stock of the Borrower’s shareholder or any indirect holdings of the capital stock of the Borrower or any group company of the Borrower), or (ii) such dividends or other payments are approved by the Lender;
(b)	the Borrower and any group company of the Borrower may not make any Capital Expenditures in excess of USD $3,000,000 in any fiscal year without the approval of the Lenders; provided, however; that such limit will be increased in any fiscal year by the positive amount equal to the amount (if any) equal to the difference obtained by taking the limit for Capital Expenditures for the prior fiscal year minus the actual amount of any Capital Expenditures expended during such prior fiscal year period.
(c)	the Borrower and any group company of the Borrower shall not increase any commitments under (i) the Senior Loan to an amount in excess of the Senior Obligations Principal Cap Amount, (ii) any mezzanine financing, and/or (iii) any other indebtedness for borrowed money (other than capitalized leases obligations, purchase money indebtedness, intercompany indebtedness among the Borrowers or any of their group companies or any indebtedness extended to refinance any Senior Indebtedness (as defined in the Subordination Agreement)) extended pursuant to any financing arrangements entered into by any of the Borrower or any of their group companies with any lender (other than any Senior Claimholder (as defined in the Subordination Agreement)), failing which the amount of each such additional indebtedness shall be applied as mandatory prepayment on the Loans; and
(d)	the Borrower and any group company of the Borrower shall not be liable for any indebtedness of Lendway Inc.

5.4. Subject to the Subordination Agreement, at any time prior to the Final Repayment Date, the Borrower may prepay the Loan (together with accrued Interest) in full or in part, without any indemnity, penalty or premium due in respect of such repayment.

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5.5.	Up to the Final Repayment Date, the Borrower shall (i) weekly pay 60% of the available net operating cash flow or balance sheet cash as referred to in the definition of ‘Permitted Payment’ under (c) of the Subordination Agreement, and (ii) no less than 50% of the Loan by the end of the first 4-week period after the date of this Agreement, to pay the principal of and Interest (as defined below) due on the Loan to the Lender, in each case to the extent permissible under the Subordination Agreement.
5.6.	Any part of the Loan that has been prepaid or repaid cannot be re-borrowed.
5.7.	All moneys whatsoever paid to the Lender under this Agreement shall be applied by the Lender as follows:

(a)	first in payment of any costs;
(b)	second in payment of Interest; and
(c)	third in repayment of the principal of the Loan.

6.	INTEREST
6.1.	Interest shall accrue yearly on the amount of the Loan from time to time outstanding, at the annual rate of 8% (the Interest), and shall be calculated on the basis of a year of 360 days and the actual number of days lapsed.
6.2.	The Borrower shall pay accrued Interest annually as per 30 June, to the extent permissible under the Subordination Agreement. Any remaining (unpaid) part of the accrued Interest shall be added to the Loan on the last day of each year as of the date of this Agreement until the date all amounts due under this Agreement have been repaid. Interest shall also accrue over any compounded and unpaid Interest (payment in kind). No separate payment of Interest shall be made under this Agreement.
7.	SECURITY
	As security for the repayment of the Loan, interest and all other sums due under or in connection with this this Agreement, (a) the Borrower shall provide the Lender with a second ranking right of pledge in respect of the shares in the capital of Bloomia, such to be governed by Dutch law and (b) immediately after the Fresh Tulips Disposition, Tulp 24.1, LLC shall provide the Lender with a second ranking right of pledge in respect of the equity of Fresh Tulips held by Tulp 24.1, LLC, such to be governed by US law, and which pledges shall each be subject to the terms of the Subordination Agreement.
8.	SUBORDINATION
	The Loan, the security for the Loan and any interest thereon and all other amounts payable to the Lender under this Agreement are subordinated (achtergesteld) to the obligations of the Borrower towards the Senior Creditor on the terms and conditions set out in the Subordination Agreement, attached hereto as Annex I, both in and outside of bankruptcy.
9.	GUARANTEE
	Lendway Inc. and Bloomia as guarantors irrevocably and unconditionally guarantee to the Lender as their own obligation, the proper performance by the Borrower of the obligations pursuant to this Agreement. In particular each agrees to pay the Lender, within 5 Business Days after receiving written demand from the Lender stating that the Borrower is in default of its obligations under this Agreement of all monies that have become due and owing pursuant to this Agreement for which the Borrower is in default.

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10.	EVENTS OF DEFAULT
	In the event:

(a)	the Borrower fails to pay any sum when due under this Agreement or meet any obligation under this Agreement or any law applicable to it, and the continuation of that default remains unremedied for a period of fifteen (10) Business Days; and/or
(b)	the Borrower goes into liquidation or is (proposed to be) dissolved, or files for suspension of payments (surséance van betaling) or bankruptcy (faillissement), or is declared bankrupt (wordt failliet verklaard) or a receiver, administrator or other official or creditor’s representative is appointed in respect of the Borrower or its assets or the Borrower is unable to pay its debts as they fall due; and/or
(c)	the authority or ability of the Borrower or Bloomia to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to the Borrower or any of its assets; and/or
(d)	the Borrower directly or indirectly sells and/or transfers Bloomia or any material part of its enterprise(s) to a party not Affiliated with them (without full (re)payment of the aggregate of principal and interest of the Loans outstanding at such time) or announces a legal merger or legal demerger involving the Borrower or Bloomia, unless (i) the Lender approved such sale, merger or demerger, or (ii) such sale, merger or demerger has no material adverse effect for the Lender,
(each an Event of Default), the Lender may by giving the Borrower written notice, terminate its obligations hereunder and/or demand immediate payment of the full amount of the Loan provided by the Lender to the Borrower and any and all interest accrued thereon but not yet paid and the Borrower shall immediately comply with such demand.

11.	GENERAL
11.1.	No Party can assign any of its rights or transfer any of its obligations under this Agreement without the prior written consent of the other Party albeit that (i) the Lender can assign its rights hereunder to its Affiliates and, subject to the Borrower’s approval (not to be unreasonably withheld), to a bona fide third party, and (ii) the Borrower can transfer and assign its rights and obligations hereunder to its shareholder (Tulp 24.1, LLC), and each Party hereby explicitly consents to such transfer and assignment in accordance with clause 6:159 of the DCC.
11.2.	The Borrower shall not be entitled to set-off (verrekenen) any amount under any claim under this Agreement with (part of) any claims under the SPA.
11.3.	The Parties waive their rights under sections 6:265 through 6:272 (ontbinding) and section 6:228 (dwaling) of the DCC to rescind (ontbinden) this Agreement in whole or in part, to demand the whole or partial rescission (ontbinding) in legal proceedings or to nullify (vernietigen) or amend (wijzigen) it in whole or in part following Closing. In case of error (dwaling), such error shall be for the account of the Party(ies) in error. The Parties hereby also agree to exclude the applicability of Title 1 of Book 7 of the Dutch Civil Code to the extent legally possible.

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11.4.	Rights under this Agreement may only be waived in writing and delay in exercising or non-exercise of any rights does not constitute a waiver of that right.
11.5.	If a clause or provision of this Agreement becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability of any other clause or provision of this Agreement and the Parties shall use their reasonable best endeavours to replace such illegal, invalid or unenforceable clause or provision by a legal, valid and enforceable clause or provision that is as similar as possible to the illegal, invalid or unenforceable clause or provision.
11.6.	Except as expressly stated in this Agreement, the terms of this Agreement may be enforced only by a Party to this Agreement. In the event any third party stipulation contained in this Agreement is accepted by any third party, such third party will not become a party to this Agreement.
11.7.	This Agreement may be signed in any number of counterparts each of which, when executed by one or more of the Parties, shall constitute an original. Delivery of an executed counterpart of a signature page of this agreement by PDF file (or other scanned document) sent by email to the Parties shall be effective as delivery of an original counterpart of this Agreement.
11.8.	This Agreement contains the whole agreement between the Parties relating to the subject transactions contemplated by this Agreement and supersedes all previous agreements, whether oral or in writing, between the Parties relating to these transactions.
11.9.	The language of this Agreement and the transactions envisaged by it is English and all notices and other communications shall be in English unless otherwise agreed. The Parties acknowledge that they fully understand all the provisions of this Agreement.
11.10.	Save as otherwise provided in this Agreement, or as otherwise specifically agreed in writing by the Parties after the date of this Agreement, each Party will pay the costs and expenses incurred by it (and, in the case of the Borrower, any person connected with the Borrower, and, in the case of a Lender, any person connected with such Lender) in connection with this Agreement.
11.11.	Except as provided otherwise elsewhere in this Agreement, this Agreement can only be amended by means of a written instrument, executed by all Parties.
12.	GOVERNING LAW AND JURISDICTION
12.1.	This Agreement (including this clause 12) is exclusively governed by, and shall be construed in accordance with, the Laws of the Netherlands.
12.2.	The Parties irrevocably agree that the courts of Amsterdam, the Netherlands, are to have exclusive jurisdiction to settle any dispute which may arise out of or in connection with this Agreement and that accordingly any proceedings arising out of or in connection with this Agreement shall be brought in such courts. Each of the Parties irrevocably submits to the jurisdiction of such courts and waives any objection to proceedings in any such court on the ground of venue or on the ground that proceedings have been brought in an inconvenient forum.

[Signature page to follow]

8 / 11

Signature Page (1/2)

BRIDGE LOAN AGREEMENT

SIGNED on the date stated at the beginning of this Agreement by:

BOTMAN BLOEMBOLLEN B.V.

/s/ Junior Beheer B.V.____________________

By: Junior Beheer B.V.

Title: solely authorized director

By: Mr P.A.M. Botman

Title: solely authorized director

TULIPA ACQUISITIE HOLDING B.V.   /s/ Randy Uglem____________________ By: Randy Uglem Title: Director A TULIPA ACQUISITIE HOLDING B.V.   /s/ Durn van der Zee__________________ By: Durk van der Zee Title: Director B

9 / 11

Signature Page (2/2)

BRIDGE LOAN AGREEMENT

For acceptance of their obligations under clause 9 (Guarantee):

LENDWAY INC. /s/ Randy Uglem____________________	BLOOMIA B.V. /s/ P. Botman_________________
By: Randy Uglem Title: Chief Executive Officer	By: Botman Bloembollen B.V. Title: Sole director By: Junior Beheer B.V. Title: Solely authorized director By: P. Botman Title: Sole director

For acceptance of their obligations under clause 7 (Security):

TULP 24.1, LLC

/s/ Randy Uglem____________________

By: Randy Uglem

Title: Chief Executive Officer                                                            

10 / 11

EX-10.3

EXHIBIT 10.3

CREDIT AGREEMENT

by and among

TULP 24.1, LLC

as Borrower,

THE OTHER BORROWERS PARTY HERETO,

LENDWAY, INC.,

as Parent Guarantor,

THE OTHER GUARANTORS PARTY HERETO

and

THE LENDERS FROM TIME TO TIME PARTY HERETO

and

ASSOCIATED BANK, N.A.,

as Agent

Dated:  February 20, 2024

TABLE OF CONTENTS

			Page
ARTICLE I DEFINITIONS AND ACCOUNTING TERMS			1
	Section 1.1	Defined Terms	1
	Section 1.2	Accounting Terms and Calculations	23
	Section 1.3	Computation of Time Periods	23
	Section 1.4	Other Definitional Terms	23
	Section 1.5	Divisions	24
	Section 1.6	Dutch Terms	24
ARTICLE II TERMS OF THE CREDIT FACILITIES			25
	Section 2.1	Lending Commitments	25
	Section 2.2	Procedure for Loans	25
	Section 2.3	Notes	27
	Section 2.4	Interest Rates, Interest Payments and Default Interest	27
	Section 2.5	Repayment	27
	Section 2.6	Prepayments	28
	Section 2.7	Letters of Credit	29
	Section 2.8	Procedures for Letters of Credit	29
	Section 2.9	Terms of Letters of Credit	29
	Section 2.10	Agreement to Repay Letter of Credit Drawings	30
	Section 2.11	Obligations Absolute	30
	Section 2.12	Termination of Revolving Commitments	31
	Section 2.13	Loans to Cover Unpaid Drawings	32
	Section 2.14	Fees	32
	Section 2.15	Computation	33
	Section 2.16	Payments	33
	Section 2.17	Use of Loan Proceeds	33
	Section 2.18	Taxes	34
	Section 2.19	Increased Costs	35
	Section 2.20	Inadequacy or Unfairness; Successor Rate	37
	Section 2.21	Funding Losses	40
ARTICLE III CONDITIONS PRECEDENT			41
	Section 3.1	Conditions of Initial Transaction	41
	Section 3.2	Conditions Precedent to All Loans and Letters of Credit	45

ARTICLE IV REPRESENTATIONS AND WARRANTIES			45
	Section 4.1	Organization, Standing, Etc	46
	Section 4.2	Authorization and Validity	46
	Section 4.3	No Conflict; No Default	46
	Section 4.4	Government Consent	47
	Section 4.5	Financial Statements and Condition	47
	Section 4.6	Litigation	48
	Section 4.7	Environmental, Health and Safety Laws	48
	Section 4.8	ERISA	48
	Section 4.9	Federal Reserve Regulations	49
	Section 4.10	Title to Property; Leases; Liens; Subordination	49
	Section 4.11	Taxes	49
	Section 4.12	Trademarks, Patents	49
	Section 4.13	Burdensome Restrictions	49
	Section 4.14	Force Majeure	49
	Section 4.15	Investment Company Act	50
	Section 4.16	Retirement Benefits	50
	Section 4.17	Full Disclosure	50
	Section 4.18	Subsidiaries	50
	Section 4.19	Labor Matters	50
	Section 4.20	Solvency	51
	Section 4.21	Foreign Assets Control Regulations and Anti-Money Laundering	51
	Section 4.22	PATRIOT Act	51
	Section 4.23	Insurance	51
	Section 4.24	Licenses, Etc	51
	Section 4.25	Perfected Liens and Security Interests	52
	Section 4.26	Business Locations	52
	Section 4.27	Representations and Warranties of Bloomia	52
	Section 4.28	Broker’s or Finder’s Commissions	52
	Section 4.29	Material Adverse Occurrence	52
	Section 4.30	Certain Business Practices	52
	Section 4.31	Subordinated Debt	52
	Section 4.32	Real Estate and Investments	52
	Section 4.33	DAC6	53
ARTICLE V AFFIRMATIVE COVENANTS			53
	Section 5.1	Financial Statements and Reports	53
	Section 5.2	Existence	55
	Section 5.3	Insurance	56
	Section 5.4	Payment of Taxes and Claims	56
	Section 5.5	Inspection, Appraisal, Etc	56
	Section 5.6	Maintenance of Properties	57
	Section 5.7	Books and Records	57
	Section 5.8	Compliance	57
	Section 5.9	ERISA	57
	Section 5.10	Environmental Matters; Reporting	57
	Section 5.11	Further Assurances	58
	Section 5.12	Compliance with Terms of Material Contracts	59
	Section 5.13	Anti-Money Laundering Compliance	59
	Section 5.14	Intellectual Property	59
	Section 5.15	Separateness	59
	Section 5.16	Post Closing Covenants	60

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ARTICLE VI NEGATIVE COVENANTS			60
	Section 6.1	Merger	60
	Section 6.2	Disposition of Assets	61
	Section 6.3	Plans	61
	Section 6.4	Change in Nature of Business	61
	Section 6.5	Subsidiaries	62
	Section 6.6	Negative Pledges; Subsidiary Restrictions	62
	Section 6.7	Restricted Payments	62
	Section 6.8	Transactions with Affiliates	62
	Section 6.9	Accounting Changes	62
	Section 6.10	[Reserved]	63
	Section 6.11	Subordinated Debt	63
	Section 6.12	Investments	63
	Section 6.13	Indebtedness	64
	Section 6.14	Liens	66
	Section 6.15	Deposit Accounts and Cash Management	67
	Section 6.16	Reserved	67
	Section 6.17	Fixed Charge Coverage Ratio	67
	Section 6.18	Senior Cash Flow Leverage Ratio	67
	Section 6.19	Loan Proceeds	68
	Section 6.20	Sale and Leaseback Transactions	68
	Section 6.21	Hedging Agreements	68
	Section 6.22	Management Agreements, Etc	68
	Section 6.23	Other Agreements	68
	Section 6.24	Prepayment of Indebtedness and Operating Leases	68
	Section 6.25	Dutch corporate income tax fiscal unity	69
ARTICLE VII EVENTS OF DEFAULT AND REMEDIES			69
	Section 7.1	Events of Default	69
	Section 7.2	Remedies	71
	Section 7.3	Offset	72
ARTICLE VIII THE AGENT			72
	Section 8.1	Appointment and Authorization	72
	Section 8.2	Note Holders	73
	Section 8.3	Consultation With Counsel	73
	Section 8.4	Loan Documents	73
	Section 8.5	Associated Bank and Affiliates	73
	Section 8.6	Action by Agent	73
	Section 8.7	Credit Analysis	73
	Section 8.8	Notices of Event of Default, Etc	74
	Section 8.9	Indemnification	74
	Section 8.10	Payments and Collections	74
	Section 8.11	Sharing of Payments	74
	Section 8.12	Advice to Lenders	75
	Section 8.13	Resignation	75
	Section 8.14	Acknowledgment and Consent to Bail-In of Affected Financial Institutions	75
	Section 8.15	Parallel Debt (Covenant to pay the Agent)	76

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ARTICLE IX MISCELLANEOUS			77
	Section 9.1	Modifications	77
	Section 9.2	Expenses	78
	Section 9.3	Waivers, etc	79
	Section 9.4	Notices	79
	Section 9.5	[Reserved]	79
	Section 9.6	Successors and Assigns; Participations; Purchasing Lenders	79
	Section 9.7	Confidentiality of Information	81
	Section 9.8	Governing Law and Construction	82
	Section 9.9	Jurisdiction and Venue	82
	Section 9.10	Waiver of Jury Trial	83
	Section 9.11	Survival of Agreement	84
	Section 9.12	Indemnification	84
	Section 9.13	Captions	85
	Section 9.14	Entire Agreement	85
	Section 9.15	Counterparts; Integration; Effectiveness; Electronic Execution	85
	Section 9.16	Loan Party Acknowledgements	86
	Section 9.17	Interest Rate Limitation	86
	Section 9.18	Independence of Covenants	87
	Section 9.19	Payments Set Aside	87
	Section 9.20	USA PATRIOT Act	87
	Section 9.21	Judgment Currency	87
	Section 9.22	Erroneous Payment	88
	Section 9.23	Dutch Loan Party	90
ARTICLE X GUARANTIES			90
	Section 10.1	The Guaranties	90
	Section 10.2	Guarantee Unconditional	91
	Section 10.3	Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances	92
	Section 10.4	Subrogation	92
	Section 10.5	Subordination	92
	Section 10.6	Waivers	92
	Section 10.7	Limit on Recovery	92
	Section 10.8	Stay of Acceleration	93
	Section 10.9	Benefit to Borrowers and Guarantors	93
	Section 10.10	Revocation	93
	Section 10.11	Keepwell	93
	Section 10.12	Conditional Release of Parent Guarantor	94

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ARTICLE XI JOINT AND SEVERAL			9
	Section 11.1	Joint and Several Liability	94
	Section 11.2	Direct Liability	94
	Section 11.3	Joint Enterprise	94

EXHIBIT A – Borrowing Base Definitions

EXHIBIT B – Borrowing Base Certificate

EXHIBIT C – Borrowing Request

EXHIBIT D – Form of Revolving Note

EXHIBIT E – Form of Term Note

EXHIBIT F – [Reserved]

EXHIBIT G – Compliance Certificate

EXHIBIT H – Additional Guarantor Supplement

SCHEDULE 1.1(a) – Commitments

SCHEDULE 4.5 – GAAP Exceptions

SCHEDULE 4.6 – Litigation

SCHEDULE 4.7 – Environmental Exceptions

SCHEDULE 4.8 – Defined Benefit Plans

SCHEDULE 4.11 – Tax Exceptions

SCHEDULE 4.12 – IP Exceptions

SCHEDULE 4.18 – Equity Holders and Subsidiaries

SCHEDULE 4.26 – Business Locations

SCHEDULE 4.28 – Brokers’ Commissions

SCHEDULE 4.32(a) – Owned Real Property

SCHEDULE 4.32(b) – Leased Real Property

SCHEDULE 6.12 – Existing Investments

SCHEDULE 6.13 – Existing Indebtedness

SCHEDULE 6.14 – Existing Liens

- vi -

CREDIT AGREEMENT

THIS CREDIT AGREEMENT (this “Agreement”), dated as of February 20, 2024, is by and among, (1) TULP 24.1, LLC, a Delaware limited liability company (“Bloomia Acquisition”, together with each other Person joined hereto as a borrower from time to time, each, a “Borrower”, and collectively, the “Borrowers”), (2) LENDWAY, INC., a Delaware corporation (the “Parent Guarantor”), as a Guarantor, (3) TULIPA ACQUISITIE HOLDING B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands (“Tulipa”), as a Guarantor, (4) effective immediately upon the consummation of the Acquisition (Bloomia), BLOOMIA, B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands (“Bloomia”), as a Guarantor (as defined below), (5) effective immediately upon the consummation of the Acquisition (Bloomia), FRESH TULIPS USA, LLC, a Virginia limited liability company (“Fresh Tulips”), as a Guarantor, (6) each other Person (if any) from time to time party hereto as a Guarantor, (7) the lenders that are signatories hereto (individually, each a “Lender” and collectively, the “Lenders”) and (8) Associated Bank, N.A., a national banking association, one of the Lenders, as agent for the Lenders (in such capacity, the “Agent”).

In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

Section 1.1 Defined Terms.  As used in this Agreement the following terms shall have the following respective meanings (and such meanings shall be equally applicable to both the singular and plural form of the terms defined, as the context may require):

“Acquisition (Bloomia)”:  The acquisition by Tulipa of all of the Equity Interests in Target (Bloomia) pursuant to the Acquisition Documents (Bloomia).

“Acquisition Agreement (Bloomia)”:  The Agreement for the sale and purchase of shares in the share capital of Target (Bloomia) dated as of the Acquisition Closing Date by and among Tulipa, Bloomia Acquisition, Lendway and the Sellers.

“Acquisition Closing Date”:  February 22, 2024.

“Acquisition Documents (Bloomia)”:  The Acquisition Agreement (Bloomia) and all other agreements, instruments, certificates and other documents executed and delivered pursuant to or in connection therewith (including, for the avoidance of doubt, any notarial deeds, notarial letters or other similar instruments executed in connection with the Acquisition Agreement (Bloomia)), as the same may be supplemented, amended or otherwise modified from time to time in accordance with the terms of this Agreement.

“Affected Financial Institution”:  (a) Any EEA Financial Institution or (b) any UK Financial Institution.

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“Affiliate”:  When used with reference to any Person, (a) each Person that, directly or indirectly, controls, is controlled by or is under common control with, the Person referred to, (b) each Person which beneficially owns or holds, directly or indirectly, five percent or more of any class of voting Equity Interests of the Person referred to, (c) each Person, five percent or more of the voting Equity Interests of which is beneficially owned or held, directly or indirectly, by the Person referred to, and (d) each of such Person’s officers, directors, joint venturers and partners.  The term control (including the terms “controlled by” and “under common control with”) means the possession, directly, of the power to direct or cause the direction of the management and policies of the Person in question.

“Agent”:  As defined in the opening paragraph hereof.

“Aggregate Revolving Commitment Amounts”:  As of any date, the sum of the Revolving Commitment Amounts of all the Lenders.

“Anti-Corruption Laws”:  All laws, rules, and regulations of any jurisdiction applicable to any Loan Party or its Subsidiaries or Parent Guarantor, if any, from time to time concerning or relating to bribery or corruption.

“Applicable Margin”:  3.00%.

“Associated Bank”:  Associated Bank, N.A., a national banking association, in its capacity as one of the Lenders hereunder.

“Availability”:  As of any date of determination, the positive amount, if any, by which (i) the lesser of the Aggregate Revolving Commitment Amounts and the Borrowing Base exceeds (ii) the Total Revolving Outstandings.

“Bail-In Action”:  The exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

“Bail-In Legislation”: (a) With respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation rule or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule and (b) with respect to the United Kingdom,  Part I of the United Kingdom Banking Act 2009 (as amended from time to time) and any other law, regulation or rule applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutions or their affiliates (other than through liquidation, administration or other insolvency proceedings).

“Base Rate”: For any day (A) if no Rate Protection Agreement is in place with the Agent for the applicable Base Rate Loan, a fluctuating rate of interest per annum equal to the highest of (a) the Federal Funds Rate plus 0.50%, (b) the rate of interest in effect for such day as publicly announced from time to time by the Agent as its “prime rate,” and (c) Term SOFR plus 1.00% , subject to the interest rate floors set forth therein; provided that if the Base Rate shall be less than zero, such rate shall be deemed zero for purposes of this Agreement or (B) if a Rate Protection Agreement is in place with the Agent for the applicable Base Rate, the per annum rate under such Rate Protection Agreement.  The “prime rate” is a rate set by the Agent based upon various factors including the Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate.  Any change in such prime rate announced by Agent shall take effect at the opening of business on the day specified in the public announcement of such change.

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“Base Rate Loan”: Any Loan that bears interest at or by reference to the Base Rate.

“Beneficial Ownership Certification”:  A certification regarding beneficial ownership as required by the Beneficial Ownership Regulation.

“Beneficial Ownership Regulation”:  31 C.F.R. § 1010.230.

“Bloomia Acquisition” as defined in the opening paragraph hereof.

“Board”:  The Board of Governors of the Federal Reserve System or any successor thereto.

“Borrowers”:  as defined in the opening paragraph hereof.

“Borrowing Base”:  As determined in accordance with the formula set forth in Exhibit A hereto.

“Borrowing Base Certificate”:  A certificate in the form of Exhibit B hereto.

“Borrowing Request”:  A Borrowing Request in the form of Exhibit C hereto.

“Business Day”: Any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the laws of, or are in fact closed in, the state where the Agent’s office is located and, if such day relates to Term SOFR, in New York City.

“Capital Expenditures”:  For any period and any Person, the sum of all amounts that would, in accordance with GAAP, be included as additions to property, plant and equipment on a consolidated statement of cash flows of such Person to during such period, in respect of (a) the acquisition, construction, improvement, replacement or betterment of land, buildings, machinery, equipment or of any other fixed assets or leaseholds, (b) to the extent related to and not included in (a) above, materials, contract labor (excluding expenditures properly chargeable to repairs or maintenance in accordance with GAAP), and (c) other capital expenditures and other uses recorded as capital expenditures or similar terms having substantially the same effect.

“Capitalized Lease”:  A lease of (or other agreement conveying the right to use) real or personal property with respect to which at least a portion of the rent or other amounts thereon constitute Capitalized Lease Obligations.

“Capitalized Lease Obligations”:  As to any Person, the obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) real or personal property which obligations are required to be classified and accounted for as a finance lease on a balance sheet of such Person under GAAP (including Statement of Financial Accounting Standards No. 13 of the Financial Accounting Standards Board), and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP (including such Statement No. 13).

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“Cash Management Services”:  Any banking services provided to any Loan Party by any Lender or by any Affiliate of any Lender, including without limitation (a) credit cards, (b) credit card processing services, (c) debit cards, (d) purchase cards, (e) stored value cards, (f) automated clearing house or wire transfer services, (g) Foreign Currency Agreements and (h) treasury management, including, without limitation, collections, depository and disbursement services.

“Change in Law”:  The occurrence, after the date of this Agreement, of any of the following:  (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive (whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.

“Change of Control”:  The occurrence, after the Closing Date and without the prior written consent of the Required Lenders, of:  

(a) Nicholas J. Swenson, Airt T, Inc., Groveland Capital LLC, AO Partners I, L.P., AO Partners, LLC and Glenhurst Co. and their respective controlled affiliates or estate planning vehicles (collectively the “Stockholder Group”) shall cease to have beneficial ownership (within the meaning of Rule 13d-3 of the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934) of at least 20% of the outstanding shares of voting Equity Interests of Parent Guarantor on a fully diluted basis; or

(b) the acquisition by any Person, or two or more Persons acting in concert (other than the Stockholder Group), of beneficial ownership (within the meaning of Rule 13d-3 of the U.S. Securities and Exchange Commission under the Securities Exchange Act of 1934) of 20% or more of the outstanding shares of voting Equity Interests of Parent Guarantor on a fully diluted basis; or

(c) within any 12-month period, occupation of a majority of the seats (other than vacant seats) on the board of directors of Parent Guarantor by Persons who were neither (i) members of the board of directors of the Parent Guarantor as of the Closing Date, nor (ii) nominated by the board of directors of the Parent Guarantor, nor (iii) appointed or approved by at least a majority of the then seated directors so nominated, appointed or approved; or

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(d) the Parent Guarantor shall cease to (i) own and control at least 75% of the Equity Interests or 75% of the voting power of Bloomia Acquisition entitled to vote in the election of the Board of Directors (or other similar body) of Bloomia Acquisition (ii) Control Bloomia Acquisition; or

(e) Bloomia Acquisition shall cease to (i) own and control, directly and indirectly, one hundred percent (100%) of the Equity Interests or one hundred percent (100%) of the voting power of its Subsidiaries entitled to vote in the election of the Board of Directors (or other similar body) of its Subsidiaries or (ii) Control each of its Subsidiaries.

“Closing Date”:  The date first above written.

“Code”:  The Internal Revenue Code of 1986, as amended.

“Collateral”:  As defined in the Security Agreement.

“Collateral Access Agreement”:  A landlord waiver, bailee letter, or acknowledgement agreement of any lessor, warehouseman, processor, consignee, or other Person in possession of, having a Lien upon, or having rights or interests in any Loan Party’s books and records or inventory, in each case, in form and substance reasonably satisfactory to the Agent.

“Commitments”:  The Revolving Commitments and the Term Commitments.

“Commodity Exchange Act”:  The Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

“Constituent Documents”:  With respect to any Person, as applicable, such Person’s certificate of incorporation, articles of incorporation, bylaws, certificate of formation, articles of organization, limited liability company agreement, management agreement, operating agreement, shareholder agreement, partnership agreement or similar document or agreement governing such Person’s existence, organization or management or concerning disposition of Equity Interests of such Person or voting rights among such Person’s owners.

“Contingent Obligation”:  With respect to any Person at the time of any determination, without duplication, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person (the “primary obligor”) in any manner, whether directly or otherwise:  (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or to purchase (or to advance or supply funds for the purchase of) any direct or indirect security therefor, (b) to purchase property, securities, Equity Interests or services for the purpose of assuring the owner of such Indebtedness of the payment of such Indebtedness, (c) to maintain working capital, equity capital or other financial statement condition of the primary obligor so as to enable the primary obligor to pay such Indebtedness or otherwise to protect the owner thereof against loss in respect thereof, or (d) entered into for the purpose of assuring in any manner the owner of such Indebtedness of the payment of such Indebtedness or to protect the owner against loss in respect thereof; provided, that the term “Contingent Obligation” shall not include endorsements for collection or deposit, in each case in the ordinary course of business.  The amount of any Person’s obligation in respect of any Contingent Obligation shall (subject to any limitation set forth therein) be deemed to be the principal amount of the debt, obligation or other liability supported thereby, provided that if such principal amount is not determinable, the maximum reasonably anticipated liability for it determined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement.

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“Control”:  As to any Person, the possession, directly, of the power to direct or cause the direction of the management and policies of such Person.

“Default”:  Any event which, with the giving of notice or lapse of time, or both, would constitute an Event of Default.

“Defined Benefit Plan”:  Each defined benefit plan (whether in existence on the Closing Date or thereafter instituted), within the meaning of 3(35) of ERISA that is subject to Title IV of ERISA, maintained for the benefit of employees, officers or directors of any Loan Party or of any ERISA Affiliate.

“Disqualified Equity Interest”:  With respect to any Person, any Equity Interest which by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable): (a) matures or is mandatorily redeemable for any reason, (b) is convertible or exchangeable for Indebtedness or Disqualified Equity Interest, or (c) is redeemable at the option of the holder thereof, in each case prior to the date that is one hundred eighty (180) days after the Termination Date, except, if as a result of a change of control event or asset sale or other disposition or casualty event, so long as any rights of the holders thereof to require the conversion or redemption thereof upon the occurrence of such a change of control event or asset sale or other disposition or casualty event are subject to the prior payment in full of the Obligations.

“Domestic Loan Party”: A Loan Party that is not a Foreign Subsidiary.

“Domestic Subsidiary”:  A Subsidiary that is not a Foreign Subsidiary.

“Dutch Loan Party”:  A Loan Party that is organized under the laws of the Netherlands.

“Dutch Security Agreement”: The Dutch law omnibus security agreement, dated as of the Acquisition Closing Date, between Tulipa and Bloomia as pledgors and the Agent as pledgee, and any other Person that may become party thereto after the date hereof, as the same may hereafter be amended, supplemented, extended, restated or otherwise modified from time to time, each in form and substance acceptable to the Agent.

“Dutch Share Pledge”: Collectively, (i) the Dutch law deed of pledge of shares dated as of the Acquisition Closing Date between Bloomia Acquisition as pledgor, the Agent as pledgee and Tulipa as company whose shares are being pledged, and any other Person that may become party thereto after the date hereof, as the same may hereafter be amended, supplemented, extended, restated or otherwise modified from time to time, each in form and substance acceptable to the Agent, and (ii) the Dutch law deed of pledge of shares dated as of the Acquisition Closing Date between Tulipa as pledgor, the Agent as pledgee and Bloomia B.V. as company whose shares are being pledged, and any other Person that may become party thereto after the date hereof, as the same may hereafter be amended, supplemented, extended, restated or otherwise modified from time to time, each in form and substance acceptable to the Agent.

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“Dutch Security Documents”: Collectively, the Dutch Security Agreement, the Dutch Share Pledge and all other agreements, documents and instruments governed by the laws of the Netherlands, now or at any time hereafter executed and/or delivered by any Loan Party that pledges or grants, or purports to pledge or grant, a security interest or other Lien on any property or assets of any Subsidiary incorporated in the Netherlands (and any Equity Interests issued by such Subsidiary) securing any of the Obligations, as the same may hereafter be amended, supplemented, extended, restated or otherwise modified from time to time, each in form and substance acceptable to the Agent.

“EBITDA”:  For any period of determination, the consolidated net income of the Loan Parties and their Subsidiaries before deductions for income taxes paid in cash, Interest Expense, depreciation and amortization, plus (a) non-recurring and non-operational expenses that are acceptable to the Agent, plus (b) Permitted Transaction Fees, plus (c) non-cash expenses (including those relating to equity compensation) that are, in any case, reasonably acceptable to the Agent, in all cases calculated for said period without duplication and in accordance with GAAP.  Notwithstanding anything to the contrary contained herein, for each of the fiscal months ending on the date set forth below, EBITDA shall be deemed to be the amount set forth below opposite such fiscal month (numbers in parenthesis are negative numbers):

Month	EBITDA
April, 2023	$1,929,000
May, 2023	$1,672,000
June, 2023	($286,000)
July, 2023	$482,000
August, 2023	($61,000)
September, 2023	326,000
October, 2023	($343,000)
November, 2023	$101,000

“EEA Financial Institution”: (a) Any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.

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“EEA Member Country”:  Any of the member states of the European Union, Iceland, Liechtenstein, and Norway.

“EEA Resolution Authority”:  Any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.

“E-SIGN”:  The Federal Electronic Signatures in Global and National Commerce Act, as amended from time to time, and any successor statute, and any regulations promulgated thereunder from time to time.

“Equity Interests”:  All shares, interests, participation or other equivalents, however designated, of or in a corporation or limited liability company, whether or not voting, including but not limited to common stock, member interests, warrants, preferred stock, convertible debentures, and all agreements, instruments and documents convertible, in whole or in part, into any one or more or all of the foregoing.

“ERISA”:  The Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate”:  Any trade or business (whether or not incorporated) that is a member of a group of which any Loan Party is a member and that is treated as a single employer under Section 414 of the Code.

“Erroneous Payment” has the meaning specified in Section 9.24(a).

“Erroneous Payment Subrogation Rights” has the meaning specified in Section 9.24(d).

“Event of Default”:  Any event described in Section 7.1.

“Excess Cash Flow”:  For any period of determination, an amount equal to the sum of (A) EBITDA, minus (B) Capital Expenditures, minus (C) income taxes paid in cash, minus (D) all scheduled principal payments made in respect of Indebtedness during such period, minus (E) the aggregate principal amount of all prepayments made in respect of the Term Loans or the Subordinated Debt (Seller Note) (excluding any prepayments of the Subordinated Debt (Seller Note) made with the proceeds of any Subordinated Debt (Mezzanine)), minus (F) Interest Expense paid in cash, minus (G) Management Fees paid in cash, minus (H) to the extent included in EBITDA, (i) non-recurring and non-operational expenses acceptable to the Agent, (ii) Permitted Transaction Fees and (iii) non-cash expenses that are acceptable to the Agent, minus (I) increases in working capital, plus (J) decreases in working capital, in each case calculated without duplication and in accordance with GAAP and on a consolidated basis for the Borrowers and their Subsidiaries.

“Excess Cash Flow Payment Amount”:  For each fiscal year of the Borrowers, 50% of Excess Cash Flow for such fiscal year.

“Excess Cash Flow Payment Date”:  As to any fiscal year of the Borrowers (commencing with the fiscal year ending June 30, 2024), the earlier of (a) 10 days after the delivery of the audited financial statements for such fiscal year under Section 5.1(a) or (b) 130 days after the end of such fiscal year.

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“Excluded Swap Obligation”:  With respect to any Loan Party, any Swap Obligation if, and only to the extent that, all or a portion of the Swap Guaranty of such Loan Party, or the grant by such Loan Party of a security interest to secure, such Swap Obligation (or any Swap Guaranty thereof) is or becomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation of any thereof), including by virtue of such Loan Party’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Swap Guaranty of such Loan Party or the grant of such security interest becomes effective with respect to such Swap Obligation.  If a Swap Obligation arises under a master agreement governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps for which the relevant obligation or security interest is or becomes illegal.

“Financials (Target)”:  As defined in Section 4.5(a).

“Fixed Charge Coverage Ratio”:  For any period of determination, the ratio of

(a) EBITDA minus the sum of (i) Maintenance Capital Expenditures; (ii) any Restricted Payments (other than among the Loan Parties) made after the Closing Date; and (iii) income taxes paid in cash by the Loan Parties;

to

(b) the sum, without duplication, of Interest Expense paid in cash, plus all scheduled principal payments with respect to Total Liabilities (including but not limited to all payments with respect to Capitalized Lease Obligations) but in any case excluding any prepayments pursuant to Section 2.6,

in each case calculated for said period without duplication and on a consolidated basis for the Borrowers and their Subsidiaries in accordance with GAAP.

Notwithstanding the foregoing, (a) for purposes of determining the Interest Expense and income taxes paid in cash by the Loan Parties for the four-quarter periods ending on each of March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024, such amount shall be the amount of actual Interest Expense (excluding any portion thereof included in Permitted Transaction Fees) and income taxes paid in cash by the Loan Parties, respectively, for such period since the Closing Date multiplied by a fraction, the numerator of which is 365 and the denominator of which is the number of days in such period since the Closing Date and (b) for purposes of determining the amount of scheduled principal payments with respect to Indebtedness under the Term Loans, for the four-quarter periods ending on each of March 31, 2024, June 30, 2024, September 30, 2024 and December 31, 2024, shall each be deemed to be $1,800,000.

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“Foreign Collateral”: All properties, rights, interests, and privileges of the Foreign Loan Parties (and all Equity Interests in the Foreign Loan Parties) from time to time subject to the Liens granted to the Agent, or any security trustee therefor, by the Foreign Security Documents.

“Foreign Currency Agreements”: Has the meaning set forth in Section 6.12.

“Foreign Security Documents”:  With respect to the Foreign Collateral, (i) one or more omnibus deeds of pledge of receivables, insurance receivables, and bank accounts in favor of the Agent, (ii) one or more notarial deeds of pledge over registered shares in the capital of, or membership rights in relation to, the Foreign Loan Parties in favor of the Agent, (iii) one or more guaranty agreements executed by the Foreign Loan Parties and delivered in order to guarantee the Obligations or any part thereof, all in form and substance acceptable to the Agent and (iv) all other agreements, instruments and documents granting charges, pledges or security interests to secure all or any portion of the Obligations, and any amendments to the foregoing from time to time, in each case to the extent such agreements or documents are governed by the laws of the jurisdiction of organization of a Foreign Loan Party.

“Foreign Loan Parties”: Each Foreign Subsidiary that is a Guarantor hereunder.

“Foreign Subsidiary”: Each Subsidiary that (a) is organized under the laws of a jurisdiction other than the United States of America or any state thereof or the District of Columbia, (b) conducts substantially all of its business outside of the United States of America, and (c) has substantially all of its assets outside of the United States of America.  

“GAAP”:  Generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as may be approved by a significant segment of the U.S. accounting profession (and within the accounting profession of any applicable foreign jurisdiction with respect to any Foreign Loan Party) , which are applicable to the circumstances as of any date of determination.

“Governmental Authority”:  The government of the United States of America, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.

“Growth Capital Expenditures”:  With respect to any Person for any period, the Capital Expenditures for such period which are incurred in connection with (a) the increase in the total size of such Person’s capital plant, property and equipment; (b) expansions of technological capacity (including both software and hardware investments) related to growth of the business of the Borrowers and their Subsidiaries and/or (c) the development of new technological capabilities, in each case for such Person and its Subsidiaries on a consolidated basis.

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 “Guarantors”: (a) the Parent Guarantor, (b) each Subsidiary of the Borrowers party hereto as a Guarantor, and (c) each Borrower, in its capacity as a guarantor of the Obligations of the other Loan Parties as set forth in Article X below.

“Guaranty”:  The guaranty of the Loan Parties (and Parent Guarantor) provided for in Article X below and any other guaranty agreement executed and delivered in order to guaranty the Obligations or any part thereof in form and substance acceptable to the Agent.

“Holding Account”:  A deposit account belonging to the Agent for the benefit of the Lenders into which the Borrowers may be required to make deposits pursuant to the provisions of this Agreement, such account to be under the sole dominion and control of the Agent and not subject to withdrawal by any Borrower, with any amounts therein to be held for application toward payment of any outstanding Letters of Credit when drawn upon or applied as specified in Section 2.10, as the case may be.

“Immediately Available Funds”:  Funds with good value on the day and in the city in which payment is received.

“Indebtedness”:  With respect to any Person at the time of any determination, without duplication, all obligations, contingent or otherwise, of such Person which in accordance with GAAP should be classified upon the balance sheet of such Person as liabilities, but in any event including:  (a) all obligations of such Person for borrowed money (including non-recourse obligations), (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person upon which interest charges are customarily paid or accrued, (d) all obligations of such Person under conditional sale or other title retention agreements relating to property purchased by such Person, (e) all obligations of such Person issued or assumed as installment purchases of property or the deferred purchase price of property or services in respect of which such Person is liable, contingently or otherwise, as obligor or otherwise (including all earn-out or like obligations), (f) all obligations of others secured by any Lien on property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (g) all Capitalized Lease Obligations of such Person, (h) all obligations of such Person in respect of interest rate swap agreements, cap or collar agreements, interest rate futures or option contracts, currency swap agreements, currency futures or option agreements and other similar contracts, (i) all obligations of such Person, actual or contingent, as an account party in respect of letters of credit or bankers’ acceptances, (j) all obligations of any partnership or joint venture as to which such Person is or may become personally liable, (k) all obligations in respect of Disqualified Equity Interests or other mandatory redemption, repurchase, put option or dividend obligations of such Person under any Equity Interests issued by such Person, and (l) all Contingent Obligations of such Person.

“Indemnitee”:  As defined in Section 9.12.

“Intercompany Note”:  The Shareholder Loan Agreement dated as of the Acquisition Closing Date, between Bloomia Acquisition and Tulipa, as the same may be amended, restated or otherwise modified from time to time in a manner permitted by the terms thereof and this Agreement.

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“Interest Expense”:  For any period of determination and any Person, the aggregate consolidated amount, without duplication, of interest paid, accrued or scheduled to be paid in respect of any Indebtedness of such Person, including (a) all but the principal component of payments in respect of conditional sale contracts, Capitalized Leases and other title retention agreements, (b) commissions, discounts and other fees and charges with respect to letters of credit and bankers’ acceptance financings and (c) net costs under interest rate protection agreements, in each case determined in accordance with GAAP.

“Interest Period”:  A period of one month, during which the entire outstanding principal balance of the Loans bears interest determined in relation to Term SOFR, with the understanding that (a) the initial Interest Period shall commence on the date of the initial Loans and shall be in effect until the last day of the calendar month of the initial Loans, (b) each successive Interest Period shall commence automatically, and without notice to or consent from the Borrowers, on the first day of the calendar month following the date on which the immediately preceding Interest Period matures, and (c) if, on the first day of the last Interest Period applicable hereto the remaining term of the Loans having the latest final scheduled maturity date is less than one month, such Interest Period shall be in effect only until the scheduled maturity date hereof.

“Investment”:  The acquisition, purchase, making or holding of any Equity Interests or other security, any loan, advance, contribution to capital, extension of credit (except for trade and customer accounts receivable for inventory sold or services rendered in the ordinary course of business and payable in accordance with customary trade terms), any acquisitions of real or personal property (other than real and personal property acquired in the ordinary course of business) and any purchase or commitment or option to purchase Equity Interests, securities or other debt of or any interest in another Person or any integral part of any business or the assets comprising such business or part thereof and the formation of, or entry into, any partnership as a limited or general partner or the entry into any joint venture.  The amount of any Investment shall be the original cost of such Investment plus the cost of all additions thereto, without any adjustments for increases or decreases in value, or write-ups, write-downs or write-offs with respect to such Investment, less all cash returns, cash dividends, and cash distributions (or the fair market value of any non-cash returns, dividends, and distributions) received by such Person, less all liabilities expressly assumed by another Person in connection with the sale of such Investment, and all loans and advances shall be taken at the principal amount thereof then remaining unpaid.

“Lender”:  As defined in the opening paragraph hereof.

 “Letter of Credit”:  An irrevocable letter of credit issued by the Agent pursuant to this Agreement for the account of any Borrower.

“Lien”:  With respect to any Person, any security interest, mortgage, pledge, lien, charge, encumbrance, title retention agreement or analogous instrument or device (including the interest of each lessor under any Capitalized Lease), in, of or on any assets or properties of such Person, now owned or hereafter acquired, whether arising by agreement or operation of law.

“Loan”:  A Revolving Loan or a Term Loan.

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“Loan Documents”:  This Agreement, the Notes, the Subordination Agreements, the Security Documents and all other documents, agreements or instruments given by any Person in favor of the Agent or any Lender to secure or guaranty all or any portion of the Obligations, as the same may be amended, modified or supplemented from time to time.

“Loan Parties”: The Borrowers and the Guarantors (other than the Parent Guarantor).

“Maintenance Capital Expenditures”:  With respect to any Person for any period, the Capital Expenditures for such Person for such period minus the Growth Capital Expenditures of such Person. Notwithstanding anything to the contrary contained herein, for each of the fiscal months ending on the date set forth below, Maintenance Capital Expenditures shall be deemed to be the amount set forth below opposite such fiscal month:

Month	Maintenance Capital Expenditures
April 2023	$0
May 2023	$0
June 2023	$0
July 2023	$0
August 2023	$0
September 2023	$0
October 2023	$0
November 2023	$0

“Management Agreement”:  The Management Service Agreement dated as of the Closing Date by and among the Borrower and the Parent Guarantor, as amended, restated, supplemented or otherwise modified from time to time in a manner permitted by the Management Fee Subordination Agreement.

“Management Fees”:  Management fees payable in accordance with Section 4 of the Management Agreement as in effect on the Closing Date, but in any event not exceeding the maximum amount of $720,000 in any fiscal year.

“Management Fee Subordination Agreement”:  The Management Fee Subordination Agreement dated as of the Closing Date, between the Loan Parties, the Parent Guarantor, the Agent and any Subordinated Debt Agent, as amended, supplemented, restated, or otherwise modified from time to time.

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“Material Adverse Occurrence”:  Any occurrence of whatsoever nature (including, without limitation, any adverse determination in any litigation, arbitration, or governmental investigation or proceeding) which could reasonably be expected to materially and adversely affect (a) the financial condition or operations of the Loan Parties and their Subsidiaries (and, if the context requires, Parent Guarantor) taken as a whole, (b) impair the ability of the Loan Parties and their Subsidiaries (and, if the context requires, Parent Guarantor) taken as a whole to perform their material obligations under any Loan Document, or any writing executed pursuant thereto, (c) the validity or enforceability of the material obligations of the Loan Parties and their Subsidiaries (and, if the context requires, Parent Guarantor) taken as a whole under any Loan Document, (d) the rights and remedies of the Lenders or the Agent against any of the Loan Parties and their Subsidiaries (and, if the context requires, Parent Guarantor) taken as a whole with respect to the Obligations, or (e) the timely payment of the principal of and interest on the Loans or other amounts payable by the Borrowers hereunder.

“Multiemployer Plan”:  A multiemployer plan, as such term is defined in Section 4001(a)(3) of ERISA, that is maintained (on the Closing Date, within the five years preceding the Closing Date, or at any time after the Closing Date) for employees of any Loan Party or any ERISA Affiliate.

“Note”:  A Term Note or a Revolving Note.

“Obligations”:  The Borrowers’ obligations in respect of the due and punctual payment of principal and interest on the Notes, the Loans and Unpaid Drawings when and as due, whether by acceleration or otherwise and all fees (including Revolving Commitment Fees), expenses, indemnities, reimbursements and other obligations of the Borrowers under this Agreement or any other Loan Document, all the Rate Protection Obligations, and all obligations incurred with respect to Cash Management Services, in all cases (a) including all interest and fees that accrue after the commencement of any bankruptcy or insolvency proceedings, whether or not such interest or fees are allowed in such proceeding and (b) whether now existing or hereafter arising or incurred.  Notwithstanding anything to the contrary, the Obligations shall exclude the Excluded Swap Obligations.

“OFAC”:  The U.S. Department of the Treasury’s Office of Foreign Assets Control, and any successor thereto.

“Parent Guarantor”: As defined in the opening paragraph hereof.

“PATRIOT Act”:  The USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001, codified as 31 U.S.C. Section 5318)), as amended from time to time, and any successor statute.

“Payment Recipient” has the meaning specified in Section 9.24(a).

“PBGC”:  The Pension Benefit Guaranty Corporation, established pursuant to Subtitle A of Title IV of ERISA, and any successor thereto or to the functions thereof.

“Permitted Acquisition”:  As defined in Section 6.12(i).

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“Permitted Liens”:  Liens permitted by Section 6.14.

“Permitted Negative Pledges”:  Agreements evidencing purchase money financing or capital leases, that may restrict the ability to grant Liens on the subject assets that are permitted by Section 6.14(j).

“Permitted Transaction Fees”:  Fees and expenses incurred in connection with the closing of this Agreement, the Acquisition Documents (Bloomia), the Post-Consummation Transaction Documents and the closing of various agreements with respect to Subordinated Debt contemporaneously herewith, in an aggregate amount not to exceed $2,000,000.

“Person”:  Any natural person, corporation, partnership, limited partnership, limited liability company, joint venture, firm, association, trust, unincorporated organization, government or governmental agency or political subdivision or any other entity, whether acting in an individual, fiduciary or other capacity.

“Plan”:  Each employee benefit plan (whether in existence on the Closing Date or thereafter instituted), as such term is defined in Section 3 of ERISA, maintained for the benefit of employees, officers or directors of any Loan Party or of any ERISA Affiliate.

“Post-Consummation Transactions” means (a) the distribution by Target (Bloomia) of 100% of the outstanding equity in Fresh Tulips to Tulipa and the immediate distribution by Tulipa of such equity to Bloomia Acquisition and (b) the forgiveness of the Intercompany Note in its entirety.   

“Post-Consummation Transaction Documents”: means (i) the written resolutions of the general meeting of Bloomia and of the board of Bloomia pursuant to which Bloomia agrees to contribute its shares of Fresh Tulips to Tulipa and (ii) an Equity Transfer and Sale Agreement by and between Tulipa and Bloomia Acquisition pursuant to which Tulipa will distribute all of the outstanding equity in Fresh Tulips to Bloomia Acquisition.

 “Prepayment Event”:

(a) Any sale, transfer or other disposition (including pursuant to a sale and leaseback transaction) of any property or asset of Loan Party or any Subsidiary, pursuant to clause (c) of Section 6.2, in excess of, so long as no Event of Default is continuing, $250,000 during the term of this Agreement;

(b) any casualty or other insured damage to, or any taking under power of eminent domain or by condemnation or similar proceeding of, any property or asset of Loan Party or any Subsidiary, in excess of, so long as no Event of Default is continuing, $250,000, but only to the extent that the net proceeds therefrom have not been applied, or committed pursuant to an agreement (including any purchase orders) to be applied, to repair, restore or replace such property or asset within 180 days after such event;

(c) the issuance by any Loan Party or any Subsidiary of any Equity Interests, or receipt by any Loan Party or any Subsidiary of any capital contribution, other than Post-Consummation Transactions;

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(d) the incurrence by any Loan Party or any Subsidiary of any Indebtedness, other than Indebtedness permitted by Section 6.13; or

(e) the receipt by or for the account of the Loan Party or any Subsidiary in respect of indemnification payments (including any amounts received out of an indemnification escrow account or pursuant to a representation and warranty insurance policy insuring such indemnification claims) made pursuant to any acquisition (other than, so long as no Event of Default is continuing, such indemnification payments to the extent that the amounts so received are applied any Borrower or any Subsidiary within 180 days after the receipt thereof for the purpose of replacing, repairing or restoring any assets or properties of any Borrower or any Subsidiary or for paying or reimbursing of any Borrower or any Subsidiary for payments made to a third party, thereby satisfying or mitigating the condition or obligation giving rise to the claim for indemnification, or otherwise covering any losses or out-of-pocket expenses incurred by of any Borrower or any Subsidiary in obtaining such payments).

“Prohibited Transaction”:  The respective meanings assigned to such term in Section 4975 of the Code and Section 406 of ERISA.

“Qualified ECP Guarantor”:  In respect of any Swap Obligation, Loan Party that has total assets exceeding $10,000,000 at the time the relevant Swap Guaranty or grant of the relevant security interest becomes effective with respect to such Swap Obligation or such other person as constitutes an “eligible contract participant” under the Commodity Exchange Act or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant” at such time by entering into a keepwell under Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

“Rate Protection Agreement”:  Any interest rate swap, cap or option agreement, or any other agreement pursuant to which any Borrower hedges interest rate risk with respect to a portion of the Obligations, entered into by such Borrower with a Rate Protection Provider.

“Rate Protection Obligations”:  The liabilities, indebtedness and obligations of any Borrower, if any, to any Rate Protection Provider under a Rate Protection Agreement.

“Rate Protection Provider”:  Any Lender, or any Affiliate of any Lender, that is the counterparty of any Borrower under any Rate Protection Agreement.

“Related Adjustment”: In determining any Successor Rate, the first relevant available alternative set forth in the order below that can be determined by the Agent in its reasonable discretion applicable to such Successor Rate:

(a) the spread adjustment, or method for calculating or determining such spread adjustment, that has been selected or recommended by the Relevant Governmental Body for the relevant Pre-Adjustment Successor Rate (taking into account the interest period, interest payment date or payment period for interest calculated and/or tenor thereto) and which adjustment or method is published on an information service as selected by the Agent from time to time in its reasonable discretion; or

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(b) the spread adjustment that would apply (or has previously been applied) to the fallback rate for a derivative transaction referencing the ISDA Definitions (taking into account the interest period, interest payment date or payment period for interest calculated and/or tenor thereto).

“Relevant Governmental Body”:  The Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Board of Governors of the Federal Reserve System or the Federal Reserve Bank of New York, or any successor thereto.

“Reportable Event”:  A reportable event as defined in Section 4043 of ERISA and the regulations issued under such Section, with respect to a Plan, excluding, however, such events as to which the PBGC by regulation has waived the requirement of Section 4043(a) of ERISA that it be notified within 30 days of the occurrence of such event, provided that a failure to meet the minimum funding standard of Section 412 of the Code and of Section 302 of ERISA shall be a Reportable Event regardless of the issuance of any waiver in accordance with Section 412(d) of the Code.  A Reportable Event shall also include an event under Section 4062(e) of ERISA and an event requiring notice to the PBGC under Section 4010 of ERISA, excluding any such event as to which the PBGC has waived the notice required under Section 4010 of ERISA.

“Required Lenders”:  At any time, Lenders holding at least 66 2/3% of the aggregate unpaid principal balance of the Loans, or if no Loans are at the time outstanding hereunder, Lenders whose Total Percentages aggregate at least 66 2/3%, provided, that, if at any date of determination, there are two Lenders, the “Required Lenders” shall constitute 100% of the Lenders and, provided, further, that for purposes of this definition, a Lender, together with all Affiliates of such Lender, shall be deemed to be a single Lender.

“Resolution Authority” means an EEA Resolution Authority or, with respect to any UK Financial Institution, a UK Resolution Authority.

“Restricted Payments”:  With respect to any Person, collectively, all dividends or other distributions of any nature (cash, Equity Interests other than common stock of such Person, assets or otherwise), and all payments on any class of Equity Interests (including warrants, options or rights therefor) issued by such Person, whether such Equity Interests are authorized or outstanding on the Closing Date or at any time thereafter and any redemption or purchase of, or distribution in respect of, any of the foregoing, whether directly or indirectly.

“Revolving Commitment”:  With respect to a Lender, the agreement of such Lender to make Revolving Loans to the Borrowers in an aggregate principal amount outstanding at any time not to exceed such Lender’s Revolving Commitment Amount upon the terms and subject to the conditions and limitations of this Agreement.

“Revolving Commitment Amount”:  With respect to a Lender, the amount set opposite such Lender’s name on Schedule 1.1(a) hereto or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.

“Revolving Commitment Fees”:  As defined in Section 2.14(b).

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“Revolving Loan”:  As defined in Section 2.1(a).

“Revolving Loan Date”:  The date of the making of any Revolving Loans hereunder.

“Revolving Notes”:  The promissory notes of the Borrowers in the form of Exhibit D hereto, evidencing the obligation of the Borrowers to repay the Revolving Loans, and “Revolving Note” means any one of such promissory notes issued hereunder without distinction.

“Revolving Percentage”:  With respect to any Lender, the percentage equivalent of a fraction, the numerator of which is the Revolving Commitment Amount of such Lender and the denominator of which is the Aggregate Revolving Commitment Amounts.

“Sanctioned Country”:  At any time, any country or territory which is itself the subject or target of any comprehensive Sanctions.

“Sanctioned Person”:  At any time, (a) any Person or group listed in any Sanctions-related list of designated Persons maintained by OFAC or the U.S. Department of State, the United Nations Security Council, the European Union or any EU member state, (b) any Person or group operating, organized or resident in a Sanctioned Country, (c) any agency, political subdivision or instrumentality of the government of a Sanctioned Country, or (d) any Person 50% or more owned, directly or indirectly, by any of the above.

“Sanctions”:  Economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S. government, including those administered by OFAC or the U.S. Department of State or (b) the United Nations Security Council, the European Union or His Majesty’s Treasury of the United Kingdom.

“Security Documents”:  Collectively, the US Security Agreement, the Foreign Security Documents (including the Dutch Security Documents) and each other agreement, instrument and document executed by the Loan Parties or any Subsidiary or the Parent Guarantor in order to secure the Obligations or the obligations of the Loan Parties or any Subsidiary or the Parent Guarantor under a guarantee of the Obligations.

“Sellers”:  Botman Bloembollen B.V., W.J. Jansen and H.J. Strengers

“Senior Cash Flow Leverage Ratio”:  As of any date of determination, the ratio of (a) the unpaid principal balance of the Loans outstanding on such date and all Capitalized Lease Obligations, to (b) EBITDA for the four fiscal quarters ending on such date, in each case calculated for said period without duplication and on a consolidated basis for the Borrowers and their Subsidiaries in accordance with GAAP.

“Senior Net Cash Flow Leverage Ratio”:  As of any date of determination, the ratio of (a) the unpaid principal balance of the Loans outstanding on such date and all Capitalized Lease Obligations  minus the cash and cash equivalents of the Borrowers and their Subsidiaries maintained with Associated Bank, N.A. to (b) EBITDA for the four fiscal quarters ending on such date, in each case calculated for said period without duplication and on a consolidated basis for the Borrowers and their Subsidiaries in accordance with GAAP.

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“Subordinated Debt”:  (a) the Subordinated Debt (Seller Note), (b) any Subordinated Debt (Mezzanine), and (c) any other indebtedness of any Borrower hereafter created that is subordinated in right of payment to the payment of the Obligations in a manner and to an extent, and is otherwise subject to terms and conditions, that the Agent has approved in writing prior to the creation of such Indebtedness.

“Subordinated Debt Agent”:  The agent for the lenders party to the credit agreement or note purchase agreement evidencing any Subordinated Debt (Mezzanine).

“Subordinated Debt (Mezzanine)”:  Any Indebtedness of the Loan Parties created after the Closing Date to any institutional lender(s) acceptable to the Agent in its sole discretion for the purposes of refinancing the Subordinated Debt (Seller Note) and otherwise subject to terms and conditions, that the Agent has approved in writing prior to the creation of such Indebtedness.

“Subordinated Debt Agreements (Seller Note)”:  A Bridge Loan Agreement dated as of the Acquisition Closing Date with respect to loans by certain Sellers in the aggregate amount of $12,750,275 and a Bridge Loan Agreement dated as of the Acquisition Closing Date with respect to loans by certain Sellers in the aggregate amount of $2,700,000.

 “Subordinated Debt (Seller Note)”:  The Indebtedness of the Borrower and Tulipa to the Sellers under the Subordinated Debt Agreements (Seller Note).

“Subordination Agreements”: The Subordination Agreement (Seller Note), the Management Fee Subordination Agreement and any Subordination Agreement (Mezzanine).

“Subordination Agreement (Mezzanine)”: Any subordination and intercreditor agreement between the Agent, the Subordinated Debt Agent and the holders of the Subordinated Debt (Mezzanine).

“Subordination Agreement (Seller Note)”: The Subordination Agreement dated as of the Acquisition Closing Date  between Bloomia Acquisition, Tulipa, the Sellers, the Agent, the Lenders, any Subordinated Debt Agent and the Borrowers as the same may be amended, restated or otherwise modified from time to time in accordance with its term.

“Subsidiary”:  As to any Person, any corporation, partnership, joint venture, limited liability company or other entity of which Equity Interests having ordinary voting power for the election of a majority of the board of directors or other Persons performing similar functions are owned by such Person either directly or through one or more Subsidiaries.  Except as the context may otherwise require, any reference to “Subsidiaries” in this Agreement shall constitute a reference to Subsidiaries of Bloomia Acquisition (or, if the context so requires, a Borrower).

“Successor Rate”: Has the meaning set forth in Section 2.20(b).

“Successor Rate Conforming Changes”: With respect to any proposed Successor Rate, any conforming changes to the definition of Base Rate, Interest Period, timing and frequency of determining rates and making payments of interest and other technical, administrative or operational matters (including, for the avoidance of doubt, the definition of Business Day, timing of borrowing requests or prepayment, conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of the Agent, to reflect the adoption and implementation of such Successor Rate and to permit the administration thereof by the Agent in a manner reasonably substantially consistent with market practice (or, if the Agent determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for the administration of such Successor Rate exists, in such other manner of administration as the Agent determines in its reasonable discretion is necessary in connection with the administration of this Agreement and any other Loan Document).

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“Swap Counterparty”:  With respect to any swap with a Lender, any person or entity that is or becomes a party to such swap.

“Swap Guaranty”:  With respect to any Loan Party, any obligation of such Loan Party for any Swap Obligation of any other Loan Party.

“Swap Obligation”:  With respect to any Loan Party, any obligation to pay or perform under any agreement, contract or transaction that constitutes a “swap” within the meaning of section 1a(47) of the Commodity Exchange Act between any Lender and one or more Swap Counterparties.

“Target (Bloomia)”:  Bloomia B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid), incorporated under the laws of the Netherlands, having its statutory seat in Enkhuizen, the Netherlands and registered with the Dutch Chamber of Commerce under number 37085067, prior to giving effect to the consummation of the Acquisition (Bloomia).

“Term Commitment”:  With respect to a Lender, the agreement of such Lender to make Term Loans to the Borrowers in an aggregate principal amount outstanding at any time not to exceed such Lender’s Term Loan Amount upon the terms and subject to the conditions and limitations of this Agreement.

“Term Loan”:  As defined in Section 2.1(b).

“Term Loan Amount”:  With respect to a Lender, the amount set opposite such Lender’s name on Schedule 1.1(a) or opposite such caption in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement

“Term Loan Percentage”:  With respect to any Lender, the percentage equivalent of a fraction, the numerator of which is the Term Loan Amount of such Lender and the denominator of which is the sum of the Term Loan Amounts of all the Lenders.

“Term Notes”:  The promissory notes of the Borrowers in the form of Exhibit E hereto, evidencing the obligation of the Borrowers to repay the Term Loans, and “Term Note” means any one of such promissory notes without distinction.

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“Term SOFR”:

(a) for any Interest Period, the rate per annum equal to the Term SOFR Screen Rate on the first day of such Interest Period with a term equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government Securities Business Day immediately prior thereto, in each case;

(b) for any interest calculation with respect to a Base Rate Loan on any date, the rate per annum equal to the Term SOFR Screen Rate with a term of one month commencing that day;

provided that if the Term SOFR determined in accordance with either of the foregoing provisions of this definition would otherwise be less than zero percent (0.00%), the Term SOFR shall be deemed zero percent (0.00%) for purposes of this Agreement.

“Term SOFR Loan”:  A Loan that bears interest at a rate based on clause (a) of the definition of Term SOFR. 

“Term SOFR Screen Rate”:  The forward-looking SOFR term rate administered by CME (or any successor administrator satisfactory to the Agent) and published on the applicable Reuters screen page (or such other commercially available source providing such quotations as may be designated by the Agent from time to time).

“Termination Date”:  The earliest of (a) February 20, 2029 (b) the date on which the Revolving Commitments are terminated pursuant to Section 7.2 hereof, (c) the date on which the Revolving Commitments are terminated pursuant to Section 2.12 hereof or (d) 5:00 pm Minneapolis time on the Acquisition Closing Date if the Acquisition (Bloomia) has not been substantially consummated prior to that time.

“Total Liabilities”:  At the time of any determination, the amount, on a consolidated basis, of all items of Indebtedness of any Person referred to that would constitute “liabilities” for balance sheet purposes in accordance with GAAP.

“Total Percentage”:  With respect to any Lender, the percentage equivalent of a fraction, the numerator of which is the sum of the Revolving Commitment Amount of such Lender and the Term Loan Amount of such Lender and the denominator of which is the sum of the Revolving Commitment Amounts and the Term Loan Amounts of all the Lenders.

“Total Revolving Outstandings”:  As of any date of determination, the sum of (a) the aggregate unpaid principal balance of Revolving Loans outstanding on such date, (b) the aggregate maximum amount available to be drawn under Letters of Credit outstanding on such date and (c) the aggregate amount of Unpaid Drawings on such date.

“Transaction Documents”:  The Loan Documents, the Acquisition Documents (Bloomia), the Post-Consummation Transaction Documents and the Constituent Documents of the Loan Parties and the Parent Guarantor.

“Tulipa”: Tulipa Acquisitie Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands, with its statutory seat in  Amsterdam, the Netherlands, and registered with the Trade Register of the Chamber of Commerce under number 92843085.

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“UETA”:  The Uniform Electronic Transactions Act as in effect in the State of Minnesota, as amended from time to time, and any successor statute, and any regulations promulgated thereunder from time to time.

“U.S. Government Securities Business Day”: Any Business Day, except any Business Day on which any of the Securities Industry and Financial Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not open for business because such day is a legal holiday under the federal laws of the United States or the laws of the State of New York, as applicable.

“UK Financial Institution”: Any BRRD Undertaking (as such term is defined under the PRA Rulebook (as amended form time to time) promulgated by the United Kingdom Prudential Regulation Authority) or any person falling within IFPRU 11.6 of the FCA Handbook (as amended from time to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit institutions and investment firms, and certain affiliates of such credit institutions or investment firms.

“UK Resolution Authority”: The Bank of England or any other public administrative authority having responsibility for the resolution of any UK Financial Institution.

“Unpaid Drawing”:  As defined in Section 2.10.

“Unused Revolving Commitment”:  With respect to any Lender as of any date of determination, the amount by which such Lender’s Revolving Commitment Amount exceeds such Lender’s Revolving Percentage of the Total Revolving Outstandings on such date.

“ US Security Agreement”:  The Pledge and Security Agreement dated concurrently herewith by the Loan Parties and the Agent, as the same may hereafter be amended, supplemented, extended, restated or otherwise modified from time to time, each in form and substance acceptable to the Agent.

“Write-Down and Conversion Powers”:  (a) With respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or change the form of a liability of any UK Financial Institution or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are related to or ancillary to any of those powers.

Section 1.2 Accounting Terms and Calculations.  Except as may be expressly provided to the contrary herein, all accounting terms used herein shall be interpreted and all accounting determinations hereunder shall be made on a consolidated basis for the Loan Parties and the Subsidiaries and in accordance with GAAP.  To the extent any change in GAAP affects any computation or determination required to be made pursuant to this Agreement, such computation or determination shall be made as if such change in GAAP had not occurred unless the Borrowers and Required Lenders agree in writing on an adjustment to such computation or determination to account for such change in GAAP.  Notwithstanding anything to the contrary contained in this Section 1.2 or in the definition of “Capital Lease Obligations,” any change in accounting for leases pursuant to GAAP resulting from the adoption of Financial Accounting Standards Board Accounting Standards Update No. 2016-02, Leases (Topic 842), to the extent such adoption would require treating any lease (or similar arrangement conveying the right to use) as a capital lease where such lease (or similar arrangement) would not have been required to be so treated under GAAP as in effect on December 31, 2015, such lease shall not be considered a capital lease, and all calculations and deliverables under this Agreement or any other Loan Document shall be made or delivered, as applicable, in accordance therewith.

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Section 1.3 Computation of Time Periods.  In this Agreement, in the computation of a period of time from a specified date to a later specified date, unless otherwise stated the word “from” means “from and including” and the word “to” or “until” each means “to but excluding”.

Section 1.4 Other Definitional Terms.  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  References to Sections, Exhibits, schedules and like references are to this Agreement unless otherwise expressly provided.  The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.”  The term “will” shall have the same meaning as the term “shall”.  Unless the context in which used herein otherwise clearly requires, “or” has the inclusive meaning represented by the phrase “and/or.”  All incorporation by reference of covenants, terms, definitions or other provisions from other agreements are incorporated into this Agreement as if such provisions were fully set forth herein, and such incorporation shall include all necessary definitions and related provisions from such other agreements but including only amendments thereto agreed to by the Required Lenders, and shall survive any termination of such other agreements until the Obligations are irrevocably paid in full, all Letters of Credit have expired without renewal or been returned to the Agent, and the commitments of any Lender to advance funds to the Borrowers are terminated.

Section 1.5 Divisions.  For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws):  (a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.

Section 1.6 Dutch Terms.  In this Agreement and the other Loan Documents, where it relates to a Dutch Loan Party, a reference to:

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(a) a “security interest” includes any mortgage (hypotheek), pledge (pandrecht), lien and, in general, any right in rem (beperkte recht), created for the purpose of granting security (goederenrechtelijk zekerheidsrecht) and a lien includes any retention of title arrangement (eigendomsvoorbehoud), privilege (voorrecht), right of retention (recht van retentie) or right to reclaim goods (recht van reclame);

(b) a “dissolution” includes a Dutch entity being declared bankrupt (failliet verklaard) or dissolved (ontbonden);

(c) a “moratorium” includes (voorlopige) surseance van betaling and “granted a moratorium” includes (voorlopig) surseance verleend;

(d) a reorganization includes statutory proceedings for the restructuring of debt (akkoordprocedure) under the Dutch Bankruptcy Act (Faillissementswet)

(e) any “step taken” in connection with insolvency proceedings includes a Dutch entity having filed a notice under section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990) or Section 60 of the Social Insurance Financing Act of the Netherlands (Wet Financiering Sociale Verzekeringen) in conjunction with Section 36 of the Tax Collection Act of the Netherlands (Invorderingswet 1990);

(f) a “trustee” in bankruptcy includes a curator;

(g) an “administrator” includes a bewindvoerder, a beoogd bewindvoerder, a herstructureringsdeskundige or an observator;

(h) “attaching” or “taking possession” of (and any of those terms) includes beslag leggen or conservatoir beslag leggen;

(i)“subsidiary” includes a subsidiary as defined in Section 2:24a of the Dutch Civil Code (Burgerlijk Wetboek); and

(j)a necessary action to authorize, where applicable, includes without limitation:

(i) any action required to comply with the Dutch Works Council Act (Wet op de ondernemingsraden); and

(ii) obtaining unconditional positive or neutral advice (advies) from each competent works council.

(k) where “the Netherlands” or “Dutch” is referred to it refers only to the European part of the Kingdom of the Netherlands and its laws respectively.

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ARTICLE II

TERMS OF THE CREDIT FACILITIES

Part A ‑‑ Terms of Lending

Section 2.1 Lending Commitments.  On the terms and subject to the conditions hereof, each Lender severally agrees to make the following lending facilities available to the Borrowers:

(a) Revolving Credit. A revolving credit facility available as loans (each, a “Revolving Loan” and, collectively, the “Revolving Loans”) to the Borrowers on a revolving basis at any time and from time to time from the Closing Date to the Termination Date, during which period the Borrowers may borrow, repay and reborrow in accordance with the provisions hereof, provided, that no Revolving Loan will be made in any amount that, after giving effect thereto, would cause the Total Revolving Outstandings to exceed the lesser of (i) the Aggregate Revolving Commitment Amounts and (ii) the Borrowing Base. Revolving Loans hereunder shall be made by the several Lenders ratably in the proportion of their respective Revolving Commitment Amounts.

(b) Term Loans. A term loan from each Lender (each a “Term Loan” and, collectively, the “Term Loans”) to the Borrowers on the Closing Date in the amount of such Lender’s Term Commitment. Amounts repaid in respect of Term Loans may not be reborrowed. Unless previously terminated, the Term Commitments shall terminate at 11:59 p.m. (Minneapolis, Minnesota time) on the Closing Date.

Section 2.2 Procedure for Loans. This is the procedure for obtaining Loans:

(a) Procedure for Revolving Loans.  Any request by the Borrowers for Revolving Loans hereunder shall be in writing (including by e-mail) pursuant to a Borrowing Request and must be given so as to be received by the Agent not later than 12:00 P.M. (Minneapolis, Minnesota time) on the requested Revolving Loan Date.  Each request for Revolving Loans hereunder shall be irrevocable and shall be deemed a representation by the Borrowers that on the requested Revolving Loan Date and after giving effect to the requested Revolving Loans the applicable conditions specified in Article III have been and will be satisfied.  Each request for Revolving Loans hereunder shall specify (i) the requested Revolving Loan Date, (ii) the aggregate amount of Revolving Loans to be made on such date which shall be in a minimum amount of $100,000 (or an aggregate principal amount equal to the remaining balance of the available Revolving Commitments).  The Agent shall promptly notify each other Lender of the receipt of such request, the matters specified therein, and of such Lender’s ratable share of the requested Revolving Loans.  On the date of the requested Revolving Loans, each Lender shall provide its share of the requested Revolving Loans to the Agent in Immediately Available Funds not later than 1:00 P.M. (Minneapolis, Minnesota time).  Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make available to the Borrowers at the Agent’s principal office in Minneapolis, Minnesota in Immediately Available Funds not later than 1:00 P.M. (Minneapolis, Minnesota time) on the requested Revolving Loan Date the amount of the requested Revolving Loans.  If the Agent has made a Revolving Loan to the Borrowers on behalf of a Lender but has not received the amount of such Revolving Loan from such Lender by the time herein required, such Lender shall pay interest to the Agent on the amount so advanced at the federal funds rate quoted by the Agent from the date of such Revolving Loan to the date funds are received by the Agent from such Lender, such interest to be payable with such remittance from such Lender of the principal amount of such Revolving Loan; provided, however, that the Agent shall not make any Revolving Loan on behalf of a Lender if the Agent has received prior notice from such Lender that it will not make such Revolving Loan.  If the Agent does not receive payment from such Lender by the next Business Day after the date of any Revolving Loan, the Agent shall be entitled to recover such Revolving Loan, with interest thereon at the rate (or rates) then applicable to such Revolving Loan, on demand, from the Borrowers, without prejudice to the Agent’s and the Borrowers’ rights against such Lender.  If such Lender pays the Agent the amount herein required with interest at the applicable interest rate then in effect before the Agent has recovered from the Borrowers, such Lender shall be entitled to the interest payable by the Borrowers with respect to the Revolving Loan in question accruing from the date the Agent made such Revolving Loan.

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(b) Procedure for Term Loans. On the requested Closing Date, the Borrowers shall deliver to the Agent a Borrowing Request requesting the making of the Term Loans. Such Borrowing Request shall be irrevocable and shall be deemed a representation by the Borrowers that on the Closing Date and after giving effect to the Term Loans the applicable conditions specified in Article III have been and will be satisfied. The Agent shall promptly notify each Lender of the receipt of such notice and the matters specified therein. On the requested Closing Date, each Lender shall provide to the Agent the amount of such Lender’s Term Loans in Immediately Available Funds not later than 1:00 P.M. (Minneapolis time). Unless the Agent determines that any applicable condition specified in Article III has not been satisfied, the Agent will make the proceeds of the Term Loans available to the Borrowers at the Agent’s main office on the requested date.

Section 2.3 Notes. The Revolving Loans of each Lender shall be evidenced by a single Revolving Note payable to the order of such Lender in a principal amount equal to such Lender’s Revolving Commitment Amount originally in effect. The Term Loan of each Lender shall be evidenced by a Term Note payable to the order of such Lender in the principal amount equal to such Lender’s Term Loan Amount. Upon receipt of each Lender’s Notes from the Borrowers, the Agent shall mail such Notes to such Lender. Each Lender shall enter in its ledgers and records the amount of its Term Loan and each Revolving Loan and the payments made thereon, and each Lender is authorized by the Borrowers to enter on a schedule attached to its Term Note, or Revolving Note, as appropriate, a record of such Term Loan, Revolving Loans and payments; provided, however, that the failure by any Lender to make any such entry or any error in making such entry shall not limit or otherwise affect the obligation of the Borrowers hereunder and on the Notes, and, in all events, the principal amounts owing by the Borrowers in respect of the Revolving Notes shall be the aggregate amount of all Revolving Loans made by the Lenders less all payments of principal thereof made by the Borrowers and the principal amount owing by the Borrowers in respect of the Term Notes shall be the aggregate amount of all Term Loans made by the Lenders less all payments of principal thereof made by the Borrowers.

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Section 2.4 Interest Rates, Interest Payments and Default Interest. Interest shall accrue and be payable on the Loans as follows:

(a) Subject to paragraph (b) below, each Loan shall bear interest on the unpaid principal amount thereof at a variable rate per annum equal to the sum of (i) the Term SOFR in effect on the first day of such Interest Period, plus (ii) the Applicable Margin.

(b) Upon the occurrence and during the continuation of any Event of Default, each Loan shall, at the option of the Required Lenders (or automatically in the case of any insolvency Event of Default), bear interest until paid in full at a rate per annum equal to the sum of the interest rate otherwise applicable thereto plus 2.0%.

(c) Interest with respect to Loans shall be payable (i) on the last day of each Interest Period, (ii) upon any permitted prepayment of the Term Loans (on the amount prepaid), and (iii) on the Termination Date; provided, that with respect to any Loan, interest under paragraph (b) of this Section shall be payable on demand.

Section 2.5 Repayment.

(a) Revolving Loans. The unpaid principal balance of all Revolving Loans, together with all accrued and unpaid interest thereon, shall be due and payable on the Termination Date.

(b) Term Loans. The unpaid principal balance of the Term Loans shall be paid in equal quarterly installments of $450,000 due and payable on June 30, 2024 and on the last day of each calendar quarter thereafter, and an additional installment in an amount equal to all unpaid principal of, and unpaid interest upon, the Term Loans on Termination Date; provided, however, that if the aggregate principal amount outstanding under the Term Loans as of the date any principal payment is due is less than the amount specified above in this sentence, then the principal amount payable on such date shall be such amount outstanding.

Section 2.6 Prepayments.

(a) Mandatory Prepayments Upon a Prepayment Event. If at any time a Prepayment Event occurs, the Borrowers shall immediately pay to the Agent for the ratable benefit of the Lenders the net proceeds realized by such Prepayment Event. Any such prepayments shall be applied first, to the Term Loans, second, to any outstanding Revolving Loans (but without permanently reducing the Revolving Commitment Amounts), and third, to the Holding Account in the face amount of any outstanding Letters of Credit.

(b) Mandatory Prepayments From Excess Cash Flow. On each Excess Cash Flow Payment Date (commencing with the Excess Cash Flow Payment Date occurring during 2024), the Borrowers shall prepay the Term Loans in the amount of the Excess Cash Flow Payment Amount for the period ended on the immediately preceding June 30; provided that the Borrowers shall have no obligation to pay any Excess Cash Flow Payment Amount on any Excess Cash Flow Payment Date for which the Senior Net Cash Flow Leverage Ratio was less than or equal to 2.00 to 1.00 for the four fiscal quarters ended on the immediately preceding June 30. Any such prepayments shall be paid to the Agent for the ratable benefit of the Lenders. All prepayments applied to Term Loans under Sections 2.6(a) or (b) hereof shall be applied to the scheduled principal payments on the Term Loans in the inverse order of their maturities.

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(c) Other Mandatory Prepayments. If at any time Total Revolving Outstandings exceed the Aggregate Revolving Commitment Amounts, the Borrowers shall immediately repay to the Agent for the account of the Lenders the amount of such excess. If, after payment of all outstanding Revolving Loans, the Total Revolving Outstandings still exceed the Aggregate Revolving Commitment Amounts, the remaining amount paid by the Borrowers shall be placed in the Holding Account.

(d) Optional Prepayments. The Borrowers may prepay Revolving Loans or Term Loans, in whole or in part, without premium or penalty (including, without limitation, breakage costs) at any time. Each partial prepayment shall be in a minimum aggregate amount for all the Lenders of $100,000 or an integral multiple thereof. Amounts paid or prepaid on Revolving Loans under this Section may be reborrowed upon the terms and subject to the conditions and limitations of this Agreement. Amounts paid or prepaid on the Loans under this paragraph shall be for the account of each Lender in proportion to its share of the relevant outstanding Loans. Amounts prepaid on any Term Loan may not be reborrowed and shall be applied to the scheduled principal payments on the relevant Term Loan in inverse order of their maturities.

Part B ‑‑ Terms of the Letter of Credit Facility

Section 2.7 Letters of Credit. Upon the terms and subject to the conditions of this Agreement, the Agent agrees to issue Letters of Credit for the account of any Borrower from time to time between the Closing Date and the Termination Date in such amounts as the Borrowers shall request up to an aggregate amount at any time outstanding not exceeding the Aggregate Revolving Commitment Amounts; provided, that no Letter of Credit will be issued in any amount which, after giving effect to such issuance, would cause (a) Total Revolving Outstandings to exceed the lesser of (i) Aggregate Revolving Commitment Amounts and (ii) the Borrowing Base or (b) the aggregate face amount of the Letters of Credit to exceed $500,000; provided further that the Agent shall not be required to issue any Letters of Credit if (A) any binding order, judgment or decree of any Governmental Authority or arbitrator by its terms purports to enjoin or restrain the Agent from issuing such Letter of Credit, or any legal requirement of general application applicable to the Agent or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the Agent prohibits, or requests that the Agent refrain from, the issuance of letters of credit generally or such Letter of Credit in particular, imposes upon the Agent with respect to such Letter of Credit any restriction or reserve or capital requirement (for which the Agent is not otherwise compensated hereunder) not in effect on the Closing Date, or imposes upon the Agent any unreimbursed loss, cost, or expense that was not applicable on the Closing Date and that the Agent in good faith deems material to it; (B) the issuance of such Letter of Credit would violate any legal requirements or one or more policies of the Agent applicable to letters of credit generally; (C) such Letter of Credit is to be denominated in a currency other than United States dollars; or (D) such Letter of Credit contains any provision for automatic reinstatement of the stated amount after any drawing thereunder.

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Section 2.8 Procedures for Letters of Credit.  Each request for a Letter of Credit shall be made by the Borrowers in writing, by facsimile transmission or email received by the Agent by 2:00 P.M. (Minneapolis, Minnesota time) on a Business Day that is not less than one Business Day preceding the requested date of issuance (which shall also be a Business Day).  Each request for a Letter of Credit shall be deemed a representation by the Borrowers that on the date of issuance of such Letter of Credit and after giving effect thereto the applicable conditions specified in Article III have been and will be satisfied.  The Agent may require that such request be made on such letter of credit application and reimbursement agreement form as the Agent may from time to time specify, along with satisfactory evidence of the authority and incumbency of the officials of the Borrowers.  The Agent shall promptly notify the other Lenders of the receipt of the request and the matters specified therein.  On the date of each issuance of a Letter of Credit the Agent shall send notice to the other Lenders of such issuance, accompanied by a copy of the Letter or Letters of Credit so issued.

Section 2.9 Terms of Letters of Credit.

(a) Letters of Credit shall be issued in support of obligations of the Borrowers’ general business purposes. All Letters of Credit must expire not later than the Business Day preceding the Termination Date. Subject to the provisions of Section 2.9(b), no Letter of Credit may have a term longer than 12 months.

(b) If the Borrowers so request (subject to compliance with Section 2.7), the Agent shall issue a Letter of Credit that has automatic renewal provisions (each, an “Auto-Renewal Letter of Credit”); provided that any such Auto-Renewal Letter of Credit must permit the Agent to prevent any such renewal at least once in each twelve-month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof not later than a day (the “Nonrenewal Notice Date”) in each such twelve-month period to be agreed upon at the time such Letter of Credit is issued. Once an Auto-Renewal Letter of Credit has been issued, the Agent and the Lenders shall be deemed to have authorized (but may not require) the Agent to permit the renewal of such Letter of Credit at any time to an expiry date not later than the Business Day preceding the Termination Date; provided, however, that the Agent shall not permit any such renewal if (i) the Agent has determined that it would have no obligation at such time to issue such Letter of Credit in its renewed form under the terms hereof (by reason of the provisions of Section 2.8 or otherwise), or (ii) it has received notice (which may be by telephone or in writing) on or before the day that is two Business Days before the Nonrenewal Notice Date (A) from the Required Lenders stating that the Required Lenders have elected not to permit such renewal or (B) from any Lender or the Borrowers that one or more of the applicable conditions specified in Section 3.2 is not then satisfied.

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Section 2.10 Agreement to Repay Letter of Credit Drawings. If the Agent has received documents purporting to draw under a Letter of Credit that the Agent believes conform to the requirements of the Letter of Credit, or if the Agent has decided that it will comply with the Borrowers’ written or oral request or authorization to pay a drawing on any Letter of Credit that the Agent does not believe conforms to the requirements of the Letter of Credit, it will notify the Borrowers of that fact. The Borrowers shall reimburse the Agent by 9:30 A.M. (Minneapolis, Minnesota time) on the day on which such drawing is to be paid in Immediately Available Funds in an amount equal to the amount of such drawing. Any amount by which the Borrowers have failed to reimburse the Agent for the full amount of such drawing by 10:00 A.M. on the date on which the Agent in its notice indicated that it would pay such drawing, until reimbursed by the Borrowers from the proceeds of Loans pursuant to Section 2.13 or out of funds available in the Holding Account, is an “Unpaid Drawing.” For so long as any Unpaid Drawing is outstanding, it shall bear interest at the rate applicable to Revolving Loans plus 2%.

Section 2.11 Obligations Absolute. The obligation of the Borrowers under Section 2.10 to repay the Agent for any amount drawn on any Letter of Credit and to repay the Lenders for any Revolving Loans made under Section 2.13 to cover Unpaid Drawings shall be absolute, unconditional and irrevocable, shall continue for so long as any Letter of Credit is outstanding notwithstanding any termination of this Agreement, and shall be paid strictly in accordance with the terms of this Agreement, under all circumstances whatsoever, including without limitation the following circumstances:

(a) Any lack of validity or enforceability of any Letter of Credit;

(b) The existence of any claim, setoff, defense or other right any Borrower may have or claim at any time against any beneficiary, transferee or holder of any Letter of Credit (or any Person for whom any such beneficiary, transferee or holder may be acting), the Agent or any Lender or any other Person, whether in connection with a Letter of Credit, this Agreement, the transactions contemplated hereby, or any unrelated transaction; or

(c) Any statement or any other document presented under any Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever.

Neither the Agent nor any Lender nor officers, directors or employees of any thereof shall be liable or responsible for, and the obligations of the Borrowers to the Agent and the Lenders shall not be impaired by:

(i) The use which may be made of any Letter of Credit or for any acts or omissions of any beneficiary, transferee or holder thereof in connection therewith;

(ii) The validity, sufficiency or genuineness of documents, or of any endorsements thereon, even if such documents or endorsements should, in fact, prove to be in any or all respects invalid, insufficient, fraudulent or forged;

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(iii) The acceptance by the Agent of documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary; or

(iv) Any other action of the Agent in making or failing to make payment under any Letter of Credit if in good faith and in conformity with U.S. or foreign laws, regulations or customs applicable thereto.

Notwithstanding the foregoing, the Borrowers shall have a claim against the Agent, and the Agent shall be liable to the Borrowers, to the extent, but only to the extent, of any direct, as opposed to consequential, damages suffered by the Borrowers that the Borrowers prove were caused by the Agent’s willful misconduct or gross negligence in determining whether documents presented under any Letter of Credit comply with the terms thereof.

Part C -- General

Section 2.12 Termination of Revolving Commitments. The Borrowers may, at any time, upon not less than 3 Business Days prior written notice from the Borrowers to the Agent, reduce the Revolving Commitment Amounts, ratably, with any such reduction in a minimum aggregate amount for all the Lenders of $1,000,000, or, if more, in an integral multiple of $1,000,000; provided, however, that the Borrowers may not at any time reduce the Aggregate Revolving Commitment Amounts below the Total Revolving Outstandings. The Borrowers may, at any time when there are no Letters of Credit outstanding, upon not less than 10 Business Days prior written notice from the Borrowers to the Agent, terminate the Revolving Commitments in their entirety. Upon termination of the Revolving Commitments pursuant to this Section, the Borrowers shall pay to the Agent for the account of the Lenders the full amount of all outstanding Loans, all accrued and unpaid interest thereon, all unpaid Revolving Commitment Fees accrued to the date of such termination, and all other unpaid Obligations.

Section 2.13 Loans to Cover Unpaid Drawings. Whenever any Unpaid Drawing exists for which there are not then funds in the Holding Account to cover the same, the Agent shall give the other Lenders notice to that effect, specifying the amount thereof, in which event each Lender is authorized (and each Borrower so authorizes each Lender) to, and shall, make a Revolving Loan to the Borrowers in an amount equal to such Lender’s Revolving Percentage of the amount of the Unpaid Drawing. The Agent shall notify each Lender by 11:00 A.M. (Minneapolis, Minnesota time) on the date such Unpaid Drawing occurs of the amount of the Revolving Loan to be made by such Lender. Notices received after such time shall be deemed to have been received on the next Business Day. Each Lender shall then make such Revolving Loan (regardless of noncompliance with the applicable conditions precedent specified in Article III hereof and regardless of whether an Event of Default then exists) and each Lender shall provide the Agent with the proceeds of such Revolving Loan in Immediately Available Funds, at the office of the Agent, not later than 2:00 P.M. (Minneapolis, Minnesota time) on the day on which such Lender received such notice (or, in the case of notices received after 11:00 A.M. (Minneapolis, Minnesota time) is deemed to have received such notice). The Agent shall apply the proceeds of such Revolving Loans directly to reimburse the Agent for such Unpaid Drawing. If any portion of any such amount paid to the Agent should be recovered by or on behalf of any Borrower from the Agent in bankruptcy, by assignment for the benefit of creditors or otherwise, the loss of the amount so recovered shall be ratably shared between and among the Lenders in the manner contemplated by Section 8.11 hereof. If at the time the Lenders make funds available to the Agent pursuant to the provisions of this Section, the applicable conditions precedent specified in Article III shall not have been satisfied, the Borrowers shall pay to the Agent for the account of the Lenders interest on the funds so advanced at the rate applicable to Revolving Loans plus two percent (2.00%). If for any reason any Lender is unable to make a Revolving Loan to any Borrower to reimburse the Agent for an Unpaid Drawing, then such Lender shall immediately purchase from the Agent a risk participation in such Unpaid Drawing, at par, in an amount equal to such Lender’s Revolving Percentage of the Unpaid Drawing.

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Section 2.14 Fees.

(a) Closing Fees.  On the Closing Date, the Borrowers will pay to the Agent for its own account a non-refundable closing fee equal to $120,000.

(b) Revolving Commitment Fees. The Borrowers shall pay to the Agent for the account of each Lender fees (the “Revolving Commitment Fees”) in an amount equal to the product of (a) 0.50% multiplied by (b) the average daily Unused Revolving Commitment of such Lender for the period from the Closing Date to the Termination Date. Such Revolving Commitment Fees are payable in arrears quarterly on the last day of each quarter and on the Termination Date.

(c) Letter of Credit Fees. For each Letter of Credit issued, the Borrowers shall pay to the Agent for the account of the Lenders, quarterly in arrears on the last day of the quarter, a fee (a “Letter of Credit Fee”) in an amount equal to the product of (i) 3% per annum multiplied by (ii) the original face amount of the Letter of Credit for the period from the date of issuance to the scheduled expiration date of such Letter of Credit. In addition to the Letter of Credit Fee, the Borrowers shall pay to the Agent, on the date of issuance (or renewal, if applicable), (i) a nonrefundable fronting fee in an amount equal to 0.25% per annum of the face amount of the Letter of Credit, and (ii) on demand, all issuance, amendment, drawing and other fees regularly charged by the Agent to its letter of credit customers and all out-of-pocket expenses incurred by the Agent in connection with the issuance, amendment, administration or payment of any Letter of Credit.

Section 2.15 Computation. Letter of Credit Fees, Revolving Commitment Fees and interest on Revolving Loans and Term Loans shall be computed on the basis of actual days elapsed (or, in the case of Letter of Credit Fees which are paid in advance, actual days to elapse) and a year of 360 days.

Section 2.16 Payments.

(a) Payments and prepayments of principal of, and interest on, the Notes and all fees, expenses and other obligations under this Agreement payable to the Agent or the Lenders shall be made without setoff or counterclaim in Immediately Available Funds not later than 12:00 P.M. (Minneapolis, Minnesota time) on the dates called for under this Agreement and the Notes to the Agent at its main office in Minneapolis, Minnesota. Funds received after such time shall be deemed to have been received on the next Business Day. The Agent will promptly distribute in like funds to each Lender its ratable share of each such payment of principal, interest and fees received by the Agent for the account of the Lenders. Whenever any payment to be made hereunder or on the Notes shall be stated to be due on a day which is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension of time, in the case of a payment of principal, shall be included in the computation of any interest on such principal payment.

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(b) The Borrowers hereby irrevocably authorize the Agent to charge any of Borrowers’ deposit accounts maintained with the Agent for the amounts from time to time necessary to pay any then due Obligations; provided that Borrowers acknowledge and agree that the Agent shall not be under an obligation to do so and the Agent shall not incur any liability to Borrowers or any other Person for the Agent’s failure to do so.  The Borrowers hereby authorize the Agent and each Lender to make a Revolving Loan to pay (i) interest, principal, Unpaid Drawings, agent fees, Revolving Commitment Fees and Letter of Credit Fees, in each instance, on the date due, or (ii) after five (5) Business Days’ prior notice to Borrowers, other fees, costs or expenses payable by Borrowers hereunder or under the other Loan Documents.

Section 2.17 Use of Loan Proceeds. The proceeds of the Loans to be made on the Closing Date shall be used by the Borrower to make the advance to Tulipa under the Intercompany Note that will in turn be used by Tulipa to finance the Acquisition (Bloomia) and fees and expenses to be paid in connection therewith and in connection with the Loan Documents, the Post-Consummation Transaction Documents and the Subordinated Debt (Seller Note), in accordance with the schedule of sources and uses of funds furnished by the Borrowers to the Agent relating to the Acquisition (Bloomia). The proceeds of the Term Loans not used as set forth in the preceding sentence and any subsequent Revolving Loans shall be used for the Borrowers’ general business purposes and working capital, in a manner not in conflict with any of the Borrowers’ covenants in this Agreement. Without limitation of the above three sentences, notwithstanding anything to the contrary, the Borrowers will not request any Loan or Letter of Credit, and the Borrowers shall not use, and the Borrowers shall ensure that its Subsidiaries, and its or their respective directors, officers, employees and agents shall not use, the proceeds of any Loan or Letter of Credit (a) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws or (b) in any manner that would result in the violation of any applicable Sanctions.

Section 2.18 Taxes.

(a) Any and all payments by or on account of any Loan Party under any Loan Document shall be made free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities (including, for the avoidance of doubt, any interest, penalties and expenses) with respect thereto, excluding, in the case of each Lender and the Agent, taxes imposed on its overall net income and franchise taxes imposed on it in lieu of net income taxes (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments under any Loan Document being referred to as “Taxes”).

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(b) The Loan Parties agree to timely pay any present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar levies that arise from any payment made under any Loan Document or from the execution, delivery or registration of, performing under, or otherwise with respect to, the Loan Documents (referred to as “Other Taxes”).

(c) Each Loan Party shall indemnify each Lender and the Agent for the full amount of Taxes or Other Taxes imposed on or paid by such Lender or the Agent (including, for the avoidance of doubt, any penalties, interest and expenses with respect thereto). Payments on this indemnification shall be made within 30 days from the date such Lender or the Agent makes written demand therefor.

(d) Within 30 days after the date of any payment of Taxes, the Loan Parties shall furnish to the Agent, at its address referred to on the signature page hereof a certified copy of a receipt evidencing payment thereof. In the case of any payment under any Loan Document by or on behalf of any Loan Party through an account or branch outside the United States or by or on behalf of any Loan Party by a payor that is not a United States person, if any Loan Party determines that no Taxes are payable in respect thereof, the Borrowers shall furnish or shall cause such payor to furnish, to the Agent, at such address, an opinion of counsel acceptable to the Agent stating that such payment is exempt from Taxes. For purposes of this subsection (d) and subsection (e), the terms “United States” and “United States person” shall have the meanings specified in Section 7701 of the Internal Revenue Code.

(e) Each Lender, as of the date in becomes a party hereto, represents to the Borrowers and the Agent that it is either (i) a corporation organized under the laws of the United States or any State thereof or (ii) is entitled to complete exemption from United States withholding tax imposed on or with respect to any payments, including fees, to be made pursuant to this Agreement (x) under an applicable provision of a tax convention to which the United States is a party or (y) because it is acting through a branch, agency or office in the United States and any payment to be received by it hereunder is effectively connected with a trade or business in the United States. Each Lender that is not a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrowers and the Agent, on or before the day on which such Lender becomes a Lender, a duly completed and signed copy of either Form W-8BEN or Form W-8ECI of the United States Internal Revenue Service. Form W-8BEN shall include the United States taxpayer identification number of the Lender that is not a United States person if required under the current regulations to claim exemption from withholding pursuant to a tax convention. Thereafter and from time to time, each such Lender shall submit to the Borrowers and the Agent such additional duly completed and signed copies of one or the other of such Forms (or such successor Forms as shall be adopted from time to time by the relevant United States taxing authorities) as may be (i) reasonably requested by the Borrowers or the Agent and (ii) required and permitted under then-current United States law or regulations to avoid United States withholding taxes on payments in respect of all payments to be received by such Lender hereunder. Upon the request of the Borrowers or the Agent, each Lender that is a United States person (as such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrowers and the Agent a certificate on Internal Revenue Service Form W-9 or such substitute form as is reasonably satisfactory to the Borrowers and the Agent to the effect that it is such a United States person.

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(f) If any Loan Party is required by applicable laws or regulations to make any deduction, withholding or backup withholding of any Taxes from any payments to the Agent or a Lender pursuant to any Loan Document , the relevant Loan Party shall make such withholdings or deductions and timely pay the full amount withheld or deducted to the relevant taxation authority or other relevant authority in accordance with applicable laws, and the sum payable by the applicable Loan Party to the Agent or a Lender shall be increased as necessary so that after such deduction or withholding has been made the relevant Agent or Lender receives an amount equal to the sum it would have received had no such deduction or withholding been made.

Section 2.19 Increased Costs.

(a) Increased Costs Generally. If, any Change in Law:

(i) subjects the Agent or any Lender to any Taxes, or changes the basis of taxation of payments to the Agent or any Lender in respect of the Loans or Letters of Credit, Commitments, or other obligations, or its deposits, reserves or other liabilities or capital attributable thereto, in each case except for Taxes for which the Agent or such Lender is already indemnified under Section 2.18, or

(ii) imposes or increases or deems applicable any reserve, assessment, insurance charge, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, the Agent or any Lender (other than reserves and assessments taken into account in determining the interest rate), or

(iii) imposes any other condition the result of which is to increase the cost to the Agent or any Lender of making, funding or maintaining the Loans or Letters of Credit, or reduces any amount receivable by the Agent or any Lender in connection with the Loans or Letters of Credit, or requires the Agent or any Lender to make any payment calculated by reference to the amount of the Loans or Letters of Credit, by an amount deemed material by the Agent or such Lender,

and the result of any of the foregoing is to increase the cost to the Agent or such Lender of making or maintaining the Loans, Letters of Credit or Commitments or to reduce the return received by the Agent or such Lender in connection with the Loans, Letters of Credit or Commitments, then, the Borrowers shall pay the Agent or such Lender such additional amount or amounts as will compensate the Agent or such Lender for such increased cost or reduction in amount received.

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(b) Capital Requirements. If the Agent or any Lender determines the amount of capital required or expected to be maintained by Agent or such Lender, or any corporation controlling the Agent or such Lender, is increased as a result of any Change in Law or any Change in Capital Guidelines (as defined below), then, the Borrowers shall pay the Agent or such Lender the amount necessary to compensate for any shortfall in the rate of return on the portion of such increased capital that the Agent or such Lender determines is attributable to this Agreement, the Loans, Letters of Credit, or the Revolving Commitments (after taking into account the Agent or such Lender’s policies as to capital adequacy). For purposes of this Section, “Change in Capital Guidelines” means (a) any change after the date of this Agreement in the Risk-Based Capital Guidelines or (b) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not having the force of law) or in the interpretation, promulgation, implementation or administration thereof after the date of this Agreement that affects the amount of capital required or expected to be maintained by the Agent or any Lender or any corporation controlling the Agent or any Lender. Notwithstanding the foregoing, for purposes of this Agreement, all requests, rules, guidelines or directives in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act shall be deemed to be a Change in Capital Guidelines regardless of the date enacted, adopted or issued and all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States financial regulatory authorities shall be deemed to be a Change regardless of the date adopted, issued, promulgated or implemented. For purposes of this Section, “Risk-Based Capital Guidelines” means (x) the risk-based capital guidelines in effect in the United States on the date of this Agreement, including transition rules, and (y) the corresponding capital regulations promulgated by regulatory authorities outside the United States including transition rules, and any amendments to such regulations adopted prior to the date of this Agreement.

(c) Certificates for Reimbursement. A certificate of the Agent or a Lender setting forth the amount or amounts necessary to compensate the Agent or such Lender or its holding company, as the case may be, as specified in subsections (a) and (b) above, the basis for calculating such amount(s) and the method of allocating such amount(s) to the Borrowers shall be delivered to the Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay to the Agent or the applicable Lender the amount shown as due on any such certificate within ten (10) Business Days after receipt thereof.

(d) Delay in Requests. Failure or delay on the part of any Lender or the Agent to demand compensation pursuant to this Section shall not constitute a waiver of such Lender’s or the Agent’s right to demand such compensation; provided that no Borrower shall be required to compensate a Lender or the Agent pursuant to this Section for any increased costs incurred or reductions suffered more than 180 days prior to the date that such Lender or the Agent, as the case may be, notifies such Borrower of the change in law giving rise to such increased costs or reductions, and of such Lender’s or the Agent’s intention to claim compensation therefor (except that, if the change in law giving rise to such increased costs or reductions is retroactive, then the 180-day period referred to above shall be extended to include the period of retroactive effect thereof).

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Section 2.20 Inadequacy or Unfairness; Successor Rate.

(a) Inadequacy or Unfairness.

(A) If in connection with any request for a Term SOFR Loan or a conversion or continuation thereof, (A) the Agent determines in its reasonable discretion that (x) adequate and reasonable means do not exist for determining Term SOFR for such Term SOFR Loan and (y) the Scheduled Unavailability Date has not occurred (in each case with respect to this clause (A), “Impacted Loans”), or (B) the Agent or the Required Lenders reasonably determine that for any reason Term SOFR for such requested Term SOFR Loans does not adequately and fairly reflect the cost to the Lenders of funding such Loan, the Agent will promptly so notify the Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans) until the Agent (or, in the case of a determination by the Required Lenders described in clause (1)(B) of this Section 2.20(a), until the Agent upon instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, (a) the Borrowers may revoke any pending request for a borrowing of, conversion to or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans) or, failing that, will be deemed to have converted such request into a request for Base Rate Loans in the amount specified therein and (b) notwithstanding Section 2.4(a) (but subject to Section 2.4(b)), the unpaid principal balance of all Loans shall bear interest at a rate per annum equal to the Base Rate plus the Applicable Margin.

(B) Notwithstanding the foregoing, if the Agent has made the determination described in clause (a)(1)(A) of this Section 2.20, the Agent in consultation with the Borrowers, may establish an alternative interest rate for the Impacted Loans, in which case, such alternative rate of interest shall apply with respect to the Impacted Loans until (i) the Agent revokes the notice delivered with respect to the Impacted Loans under clause (a)(1)(A) of this Section 2.20, (ii) the Agent or the Required Lenders notify the Agent and the Borrower that such alternative interest rate does not adequately and fairly reflect the cost to such Lenders of funding the Impacted Loans, or (iii) any Lender reasonably determines that any Law has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Loans whose interest is determined by reference to such alternative rate of interest or to determine or charge interest rates based upon such rate or any Governmental Authority has imposed material restrictions on the authority of such Lender to do any of the foregoing.

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(b) Successor Rate.

(A) Notwithstanding anything to the contrary in this Agreement or any other Loan Documents:

a. if the Agent determines in its reasonable discretion (which determination shall be conclusive absent manifest error), or the Borrowers or Required Lenders notify the Agent (with, in the case of the Required Lenders, a copy to the Borrowers) that the Borrowers or Required Lenders (as applicable) have reasonably determined, that adequate and reasonable means do not exist for ascertaining Term SOFR, including, without limitation, because Term SOFR is not available or published on a current basis and such circumstances are unlikely to be temporary; or

b. the administrator of Term SOFR or a Governmental Authority having jurisdiction over the Agent or such administrator has made a public statement identifying a specific date after which Term SOFR shall no longer be made available, or used for determining the interest rate of loans, provided that, at the time of such statement, there is no successor administrator that is reasonably satisfactory to the Agent, that will continue to provide Term SOFR after such specific date (such specific date, the “Scheduled Unavailability Date”); or

c. the administrator of Term SOFR or a Governmental Authority having jurisdiction over such administrator has made a public statement announcing that all tenors of Term SOFR are no longer representative; or

d. syndicated loans currently being executed, or that include language similar to that contained in this Section 2.20(b), are being executed or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace Term SOFR;

then, in the case of clauses (a)-(c) above, on a date and time determined by the Agent (any such date, the “Replacement Date”), which date shall be on the relevant interest payment date for interest calculated and shall occur reasonably promptly upon the occurrence of any of the events or circumstances under clauses (a), (b) or (c) above and, solely with respect to clause (d) above, no later than the Scheduled Unavailability Date, Term SOFR will be replaced hereunder and under any Loan Document with the alternative set forth below for any payment period for interest calculated that can be determined by the Agent, in each case, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document (the “Successor Rate”; and any such rate before giving effect to the Related Adjustment, the “Pre-Adjustment Successor Rate”): the sum of (x) the alternate benchmark rate that has been selected by the Agent as the replacement for Term SOFR for the applicable tenor giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a benchmark rate as a replacement for Term SOFR for dollar-denominated syndicated credit facilities at such time and (y) the Related Adjustment. In addition, in the case of clause (d) above, the Borrowers and Agent may amend this Agreement solely for the purpose of replacing Term SOFR under this Agreement and under any other Loan Document in accordance with the definition of “Successor Rate” and such amendment will become effective at 5:00 p.m., on the fifth Business Day after the Agent shall have notified all Lenders and the Borrowers of the occurrence of the circumstances described in clause (d) above unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent written notice that such Required Lenders object to the implementation of the Successor Rate pursuant to such clause. The Agent will promptly (in one or more notices) notify the Borrower and each Lender of (x) any occurrence of any of the events, periods or circumstances under clauses (a) through (c) above, (y) the Replacement Date and (z) the Successor Rate. Any Successor Rate shall be applied in a manner consistent with market practice; provided that to the extent such market practice is not administratively feasible for the Agent, such Successor Rate shall be applied in a manner as otherwise reasonably determined by the Agent. Notwithstanding anything else herein, if at any time any Successor Rate as so determined would otherwise be less than zero, the Successor Rate will be deemed to be zero for the purposes of this Agreement and the other Loan Documents.

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(B) In connection with the implementation of a Successor Rate, the Agent will have the right to make Successor Rate Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Successor Rate Conforming Changes will become effective without any further action or consent of any other party to this Agreement; provided that, with respect to any such amendment effected, the Agent shall post each such amendment implementing such Successor Rate Conforming Changes to the Borrowers and the Lenders reasonably promptly after such amendment becomes effective. If the events or circumstances of the type described in Section 2.20(b)(1)(a)-(c) have occurred with respect to the Successor Rate then in effect, then the successor rate thereto shall be determined in accordance with the definition of “Successor Rate.”

(C) Notwithstanding anything to the contrary herein, (A) after any such determination by the Agent or receipt by the Agent of any such notice described under Section 2.20(b)(1)(a)-(c), as applicable, if the Agent determines that no Successor Rates is available on or prior to the Replacement Date, (B) if the events or circumstances described in Section 2.20(b)(1)(d) have occurred but no Successor Rate is available, or (C) if the events or circumstances of the type described in Section 2.20(b)(1)(a)-(c) have occurred with respect to the Successor Rate then in effect and the Agent determines that no Successor Rate is available, then in each case, the Agent and the Borrowers may amend this Agreement solely for the purpose of replacing Term SOFR or any then current Successor Rate in accordance with this Section 2.20(b) at the end of any relevant interest payment date or payment period for interest calculated, as applicable, with another alternate benchmark rate giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks and, in each case, including any Related Adjustments and any other mathematical or other adjustments to such benchmark giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such benchmarks, which adjustment or method for calculating such adjustment shall be published on an information service as selected by the Agent from time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt, any such proposed rate and adjustments shall constitute a Successor Rate. Any such amendment shall become effective at 5:00 p.m. on the fifth Business Day after the Agent shall have delivered such proposed amendment to all Lenders and the Borrowers unless, prior to such time, Lenders comprising the Required Lenders have delivered to the Agent written notice that such Required Lenders object to such amendment.

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(D) If, at the end of any relevant interest payment date or payment period for interest calculated, no Successor Rate has been determined in accordance with the preceding paragraphs of this Section 2.20(b) and the circumstances under 2.20(b)(1)(a) or (c) above exist or the Scheduled Unavailability Date has occurred (as applicable), the Agent will promptly so notify the Borrowers and each Lender. Thereafter, the obligation of the Lenders to make or maintain Term SOFR Loans shall be suspended (to the extent of the affected Term SOFR Loans, interest payment dates or payment periods), until the Successor Rate has been determined in accordance with the preceding paragraphs of this Section 2.20(b). Upon receipt of such notice, the Borrowers may revoke any pending request for a Borrowing of or continuation of Term SOFR Loans (to the extent of the affected Term SOFR Loans, interest payment dates or payment periods) or, failing that, will be deemed to have converted such request into a request for a Base Rate Loans (which Base Rate Loans shall, notwithstanding Section 2.4(a) (but subject to Section 2.4(b)), bear interest on the unpaid principal balance thereof at a rate per annum equal to at the Base Rate plus the Applicable Margin).

Section 2.21 Funding Losses. The Borrowers hereby agree that promptly upon demand by any Lender (which demand shall be accompanied by a statement setting forth the basis for the amount being claimed, a copy of which shall be furnished to the Agent), the Borrowers will indemnify such Lender against any net loss or expense that such Lender may sustain or incur (including any net loss or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund or maintain any Term SOFR Loan), as reasonably determined by such Lender, as a result of (a) any payment, prepayment or conversion of any Term SOFR Loan of such Lender on a date other than the last day of an Interest Period for such Loan (including any conversion pursuant to Section 2.20), (b) any failure of the Borrower to prepay, borrow, continue or convert any Loan on a date specified therefor in a notice pursuant to this Agreement or (c) any assignment of a Loan on a day other than the last day of the Interest Period therefor as a result of a request by the Borrowers. For this purpose, all notices to the Agent pursuant to this Agreement will be deemed to be irrevocable.

ARTICLE III

ONDITIONS PRECEDENT

Section 3.1 Conditions of Initial Transaction.  The making of the Term Loans and the initial Revolving Loans and the issuance of the initial Letter of Credit shall be subject to the prior or simultaneous fulfillment of the following conditions:

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(a) Documents. The Agent shall have received the following in sufficient counterparts (except for the Notes) for each Lender:

(i) This Agreement, duly executed by the Borrowers and the Guarantors.

(ii) A Revolving Note and a Term Note drawn to the order of each Lender duly executed the Borrowers and dated the Closing Date.

(iii) The US Security Agreement duly executed by the Domestic Loan Parties, together with completed UCC, tax lien, judgment and other lien searches in each relevant jurisdiction (if applicable) and intellectual property searches from the United States Patent and Trademark Office and U.S. Copyright Office and other relevant jurisdictions for the Loan Parties, the Sellers, the Target (Bloomia) and Fresh Tulips satisfactory to the Agent, together with (A) original certificates evidencing any certificated Equity Interests pledged by the Security Agreement and (B) stock powers, executed in blank and covering any certificated Equity Interests pledged by such Security Agreement.

(iv) Confirmatory grants of security interests in any U.S. federally registered intellectual property of any Borrower and Subsidiaries identified in the Security Agreement.

(v) The Subordination Agreements duly executed by the parties thereto.

(vi) In relation to the Loan Parties incorporated in the Netherlands and to the extent applicable, the Agent shall have received (i) a copy of the unconditional neutral or positive advice of the works council and a copy of the request for such advice or (ii) a waiver of its advice rights from each competent works council and a copy of the request of such waiver or (iii) a confirmation provided by the management board of such Loan Party that no works council has been installed and the respective Loan Party is not required to install a works council or that there is no works council that has jurisdiction, in relation to (the entering of such Loan Party into) this Agreement and the other Loan Documents to which it is a party and the consummation of the transactions contemplated hereby.

(vii) [Reserved].

(viii) A certificate of the Secretary (or other appropriate officer) of each of the Loan Parties and the Parent Guarantor dated as of the Closing Date and certifying as to the following:

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(A) A true and accurate copy of the company resolutions (or other similar document) of such Person authorizing the execution, delivery and performance of the Loan Documents to which it is a party;

(B) The incumbency, names, titles and signatures of the officers of such Person authorized to execute the Loan Documents to which it is a party and to request Loans and Letters of Credit;

(C) A true and accurate copy of the certificate of incorporation or the certificate of formation or other publicly filed organizational documents of such Person with all amendments thereto, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date acceptable to the Agent; and

(D) A true and accurate copy of the bylaws, operating agreement or limited liability company agreement (or the equivalent), and other Constituent Documents of such Person and any amendments thereto or amendment and restatement thereof.

(ix) A certificate of an officer of the Borrowers dated as of the Closing Date and certifying as to the following:

(A) True and accurate copies of the Acquisition Agreement (Bloomia) and the other material final draft Acquisition Documents (Bloomia) and Post-Consummation Transaction Documents have been attached thereto (or have been attached to an e-mail sent by the Borrowers’ counsel to the Agent’s counsel) and, effective on the Acquisition Closing Date, such documents shall be in full force and effective without modification or amendment and shall embody the entire agreement and understanding between the parties thereto with respect to the matters therein;

(B) True and accurate copies of the Subordinated Debt Agreements (Seller Note) and all notes issued thereunder have been attached thereto (or have been attached to an e-mail sent by the Borrowers’ counsel to the Agent’s counsel) and, effective on the Acquisition Closing Date, each such document be in full force and effect, without modification or amendment and shall embody the entire agreement and understanding between the parties thereto with respect to the matters therein;

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(C) All conditions to the consummation of the transactions contemplated by the Acquisition Documents (Bloomia), the Subordinated Debt Agreements (Seller Note) and the Post-Consummation Transaction Documents have been satisfied and, upon the funding of the initial Loans and the receipt by the Notary of such Loans, such transactions will be consummated on the Acquisition Closing Date;

(D) No Material Adverse Occurrence shall have occurred since June 30, 2023;

(E) The Borrowers shall receive on the Acquisition Closing Date the proceeds of an equity contribution by the Parent Guarantor in the amount of not less than $13,100,000 (the “Equity Contribution”);

(F) The proceeds of the Equity Contribution, the Subordinated Debt (Seller Note) and the initial Loans shall be immediately lent by Bloomia Acquisition to Tulipa pursuant to the Intercompany Note to pay a portion of the purchase price for the Acquisition (Bloomia) and costs and expenses incurred in connection therewith on the Acquisition Closing Date; and

(G) The EBITDA of the Borrowers and their Subsidiaries, calculated on a consolidated basis, after giving pro forma effect to the transactions contemplated hereunder, for the 12 fiscal months ending on November 30, 2023, was not less than $8,500,000.00.

(x) A certificate of good standing (or other similar document to the extent applicable in such jurisdiction) for each of the Loan Parties and the Parent Guarantor in the jurisdiction of its formation and in each other jurisdiction in which the nature of its operation made such qualification necessary to the business, certified by the appropriate governmental officials as of a date acceptable to the Agent.

(xi) An amendment to the articles of association of the Target (Bloomia B.V.), satisfactory to the Agent (acting reasonably).

(xii) Property and liability insurance certificates demonstrating that the Loan Parties maintain the insurance required by Section 5.3.

(xiii) An initial Borrowing Base Certificate, dated concurrently herewith.

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(xiv) A Collateral Access Agreement in form and substance acceptable to the Agent with respect to the site located at 5000 West 36th Street, Suite 220, Minneapolis, MN 55416.

(xv) A Perfection Certificate in the form prescribed by the Agent and completed by the Loan Parties and duly executed by the Loan Parties.

(xvi) Copies of (i) unaudited consolidated financial statements of the Target (Bloomia) for each month ending June 30, 2023 through November 30, 2023, and (ii) audited consolidated financial statements of the Target (Bloomia) for the fiscal years 2020, 2021, 2022 and 2023.

(xvii) Payoff letters, lien release acknowledgement or other evidence acceptable to the Agent showing or authorizing the filing of related lien releases, UCC-3 termination statements, and other lien terminations with respect to the Target (Bloomia) and its subsidiaries, or their assets, in form and substance reasonably acceptable to the Agent.

(xviii) Upon the request of any Lender, the Borrowers must have provided to such Lender the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act.

(xix) Such other documents and deliveries as may be reasonably requested by the Agent or any Lender.

(b) Opinions. The Agent shall have received an opinion of the Loan Parties’ special counsel and an opinion of the Agent’s Netherlands counsel, each addressed to the Lenders and dated the Closing Date, covering the matters reasonably prescribed by the Agent and otherwise in form and substance reasonably acceptable to the Agent, and such opinion shall have been delivered to the Agent in sufficient counterparts for each Lender.

(c) Compliance. The Loan Parties shall have performed and complied with all agreements, terms and conditions contained in this Agreement required to be performed or complied with by the Loan Parties prior to or simultaneously with the Closing Date.

(d) Fees and Expenses. The Agent shall have received for itself and for the account of the Lenders all fees and other amounts due and payable by the Borrowers on or prior to the Closing Date, including the reasonable fees and expenses of counsel to the Agent payable pursuant to Section 9.2.

(e) Beneficial Ownership Certification: To the extent not previously delivered, if a Loan Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, such Loan Party shall have delivered a Beneficial Ownership Certification in relation to such Loan Party.

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Section 3.2 Conditions Precedent to All Loans and Letters of Credit. The obligation of the Lenders to make any Loans hereunder (including the Term Loans and the initial Revolving Loans) and of the Agent to issue each Letter of Credit (including the initial Letter of Credit) shall be subject to the fulfillment of the following conditions:

(a) Representations and Warranties. The representations and warranties contained in Article IV shall be true and correct in all material respects on and as of the Closing Date and on the date of each Loan or the date of issuance of each Letter of Credit, with the same force and effect as if made on such date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date.

(b) No Default. No Default or Event of Default shall have occurred and be continuing on the Closing Date and on the date of each Loan or the date of issuance of each Letter of Credit or will exist after giving effect to the Loan made on such date or the Letters of Credit so issued.

(c) Notices and Requests. The Agent shall have received the Borrowers’ request for such Loans as required under Section 2.2 or their application for such Letters of Credit specified under Section 2.8.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

To induce the Lenders to enter into this Agreement and to make Loans hereunder and to induce the Agent to issue Letters of Credit, each Loan Party (and, as applicable, Parent Guarantor) represents and warrants to the Lenders and the Agent that:

Section 4.1 Organization, Standing, Etc. Each Loan Party and each Subsidiary and Parent Guarantor is (a) duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and (b) has all requisite power and authority to own its assets and carry on its business as now conducted and enter into and perform its obligations under the Transaction Documents to which it is a party. Each Loan Party and each Subsidiary and Parent Guarantor (a) holds all certificates of authority, licenses and permits necessary to carry on its business as presently conducted (or contemplated to be conducted) in each jurisdiction in which it is carrying on such business, except where the failure to hold such certificates, licenses or permits would not constitute a Material Adverse Occurrence and (b) is duly qualified and in good standing, or has applied for qualification, as a foreign corporation (or other organization) in each jurisdiction in which the character of the properties owned, leased or operated by it or the business conducted (or contemplated to be conducted) by it makes such qualification necessary and the failure so to qualify would permanently preclude such Loan Party or such Subsidiary or Parent Guarantor from enforcing its rights with respect to any material assets or cause any Material Adverse Occurrence.

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Section 4.2 Authorization and Validity. The execution, delivery and performance by each Loan Party and Parent Guarantor of the Transaction Documents to which it is a party have been duly authorized by all necessary company and other action by such Loan Party or Parent Guarantor. The Transaction Documents to which such Loan Party or Parent Guarantor is a party when executed will constitute, the legal, valid and binding obligations of such Loan Party or Parent Guarantor, enforceable against such Loan Party or Parent Guarantor in accordance with their respective terms, subject to limitations as to enforceability that might result from bankruptcy, insolvency, business rescue, liquidation, moratorium and other similar laws affecting creditors’ rights generally and subject to limitations on the availability of equitable remedies.

Section 4.3 No Conflict; No Default.

(a) The execution, delivery and performance of the Transaction Documents to which any Loan Party or Parent Guarantor is a party will not (i) violate any provision of any law, statute, rule or regulation or any order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect having applicability to such Loan Party or Parent Guarantor in any case in which such violation could constitute a Material Adverse Occurrence, (ii) violate or contravene any provision of the operating agreement or other organizational documents of such Loan Party or Parent Guarantor, (iii) result in a breach of or constitute a default under any indenture, loan or credit agreement or any other agreement, lease or instrument to which such Loan Party or Parent Guarantor is a party or by which it or any of its properties may be bound or (iv) result in the creation of any Lien thereunder other than Liens under the Loan Documents. No Loan Party nor any Subsidiary nor Parent Guarantor is in default under or in violation of any such law, statute, rule or regulation, order, writ, judgment, injunction, decree, determination or award or any such indenture, loan or credit agreement or other agreement, lease or instrument applicable to and binding on it and in any case in which the consequences of such default or violation could constitute a Material Adverse Occurrence.

(b) Without limiting the generality of Section 4.3(a) above, (i) the Loan Parties, their Subsidiaries, the Parent Guarantor and their respective officers and employees and to the knowledge of the Loan Parties and Parent Guarantor, their directors and agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects, (ii) none of any Loan Party, any Subsidiary, Parent Guarantor or to the knowledge of such Loan Party, such Subsidiary or Parent Guarantor, any of their respective directors, officers or employees is a Sanctioned Person, (iii) no Loan or Letter of Credit, use of the proceeds of any Loan or Letter of Credit or other transactions contemplated hereby will violate Anti-Corruption Laws or applicable Sanctions, (iv) the Loan Parties and their Subsidiaries and Parent Guarantor have all permits, licenses and approvals required by such laws, copies of which have been provided to the Agent, (v) the Loan Parties and their Subsidiaries and Parent Guarantor are in compliance in all material respects with the PATRIOT Act, and (vi) neither the making of any Loan nor the use of the proceeds thereof will violate the PATRIOT Act, the Trading with the Enemy Act, as amended, or any of the foreign assets control regulations of the United States Treasury Department (31 C.F.R., Subtitle B, Chapter V, as amended) or any enabling legislation or executive order relating thereto or successor statute thereto.

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Section 4.4 Government Consent. No order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental or public body or authority is required on the part of any Loan Party or Parent Guarantor to authorize, or is required in connection with the execution, delivery and performance of, or the legality, validity, binding effect or enforceability of, the Transaction Documents to which it is a party, except for any necessary filing or recordation of or with respect to any of the Security Documents.

Section 4.5 Financial Statements and Condition.

(a) The Borrowers have provided Lender with copies of the following: (i) unaudited financial statements of the Target (Bloomia) and its subsidiaries for the fiscal month ended as of November 30, 2023, and (ii) the audited financial statements of the Target (Bloomia) and its subsidiaries for the fiscals 2020, 2021, 2022 and 2023 (collectively, the “Financials (Target)”). The Financials (Target): (1) have been prepared from, and are in accordance with, the books and records of the Target and its subsidiaries (which are true and correct in all material respects and reflect only actual, bona fide transactions in the ordinary course of business consistent with past practice); (2) except as disclosed in Schedule 4.5, have been prepared in accordance with GAAP (except as may be indicated therein and subject to the absence of footnotes and normal and recurring year-end adjustments that are not expected to be material in amount or effect, individually or in the aggregate); and (3) present fairly and accurately the financial condition and results of operations of the Target (Bloomia) and its subsidiaries as of the dates thereof or for the periods covered thereby, except in each case, as disclosed to the contrary in those financial statements.

(b) The revised, consolidated financial projections (including an operating budget and a cash flow budget) of the Borrowers and their or Subsidiaries for the period commencing January 1, 2024, delivered to the Lenders on or prior to the Closing Date were prepared by the Borrowers in good faith and based upon good faith estimate, and assumptions of the management of the Loan Parties and the Borrowers have no any reason to believe that such projections or forecasts are not reasonable. The accompanying unaudited consolidated pro forma financial statements of the Borrowers and their Subsidiaries as at the Closing Date are consistent in all material respects with such projections.

Section 4.6 Litigation. Except as disclosed on Schedule 4.6, there are no actions, suits or proceedings pending or, to the knowledge of any Loan Party, threatened, against or affecting any Loan Party or any Subsidiary or any of their properties before any court or arbitrator, or any governmental department, board, agency or other instrumentality which, if determined adversely to any Loan Party or any Subsidiary, would constitute a Material Adverse Occurrence, and there are no unsatisfied judgments against any Loan Party or any Subsidiary, the satisfaction or payment of which would constitute a Material Adverse Occurrence.

Section 4.7 Environmental, Health and Safety Laws. There does not exist any violation by any Loan Party or any Subsidiary of any applicable federal, state or local law, rule or regulation or order of any government, governmental department, board, agency or other instrumentality relating to environmental, pollution, health or safety matters applicable to it that has, will or threatens to impose any liability on any Loan Party or any Subsidiary or that has required or would require any expenditure by any Loan Party or any Subsidiary to cure, in any case that would constitute a Material Adverse Occurrence. No Loan Party nor any Subsidiary has received any notice to the effect that any part of its operations or properties is not in material compliance with any such law, rule, regulation or order or notice that it or its property is the subject of any governmental investigation evaluating whether any remedial action is needed to respond to any release of any toxic or hazardous waste or substance into the environment, which non‑compliance or remedial action could reasonably be expected to result in a Material Adverse Occurrence. Except as set out on Schedule 4.7 attached hereto, no Loan Party has knowledge that it or its property, or any Subsidiary or the property of any Subsidiary will become subject to environmental laws or regulations during the term of this Agreement, compliance with which could reasonably be expected to require Capital Expenditures which would constitute a Material Adverse Occurrence.

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Section 4.8 ERISA. Schedule 4.8 lists each Defined Benefit Plan of the Loan Parties and the Subsidiaries. Each Plan is in substantial compliance with all applicable requirements of ERISA and the Code and with all material applicable rulings and regulations issued under the provisions of ERISA and the Code setting forth those requirements. No Reportable Event has occurred and is continuing with respect to any Plan. All of the minimum funding standards applicable to such Plans have been satisfied and there exists no event or condition which would reasonably be expected to result in the institution of proceedings to terminate any Plan under Section 4042 of ERISA. With respect to each Plan subject to Title IV of ERISA, as of the most recent valuation date for such Plan, the present value (determined on the basis of reasonable assumptions employed by the independent actuary for such Plan and previously furnished in writing to the Lenders) of such Plan’s projected benefit obligations did not exceed the fair market value of such Plan’s assets.

Section 4.9 Federal Reserve Regulations. No Loan Party nor any Subsidiary is engaged principally or as one of its important activities in the business of extending credit for the purpose of purchasing or carrying margin stock (as defined in Regulation U of the Board). The value of all margin stock owned by any Loan Party or any Subsidiary does not constitute more than 25% of the value of the assets of any Loan Party or such Subsidiary.

Section 4.10 Title to Property; Leases; Liens; Subordination. Each of the Loan Parties and their Subsidiaries has (a) good and marketable title to its real properties and (b) good and sufficient title to, or valid, subsisting and enforceable leasehold interest in, its other material properties, including all real properties, other properties and assets, referred to as owned by the Loan Parties and their Subsidiaries in the most recent financial statement referred to in Section 5.1 (other than property disposed of since the date of such financial statements in the ordinary course of business). None of such properties is subject to a Lien, except as allowed under Section 6.14. No Loan Party nor any Subsidiary has subordinated any of its rights under any obligation owing to it to the rights of any other Person.

Section 4.11 Taxes. Each of the Loan Parties and their Subsidiaries has filed all federal and/or national and all material state, foreign and local tax returns and reports required to be filed (except may be disclosed on Schedule 4.11) and has paid for the payment of all taxes due and payable pursuant to such returns and pursuant to any assessments made against it or any of its property, income or assets and all other taxes, fees and other charges imposed on it or any of its property, income or assets by any Governmental Authority (other than taxes, fees or charges the amount or validity of which is currently being contested in good faith by appropriate proceedings and with respect to which adequate reserves in accordance with GAAP have been provided on the books of the Loan Parties). No tax Liens have been filed and no material claims are being asserted with respect to any such taxes, fees or charges. Except as may be disclosed on Schedule 4.11, the charges, accruals and reserves on the books of the Loan Parties in respect of taxes and other governmental charges are adequate and the Loan Parties know of no proposed material tax assessment against them or any Subsidiary or any basis therefor. Each Loan Party is and always has been resident for tax purposes only in its jurisdiction of incorporation and is not performing any actions under the Loan Documents through any establishment it may have in any other jurisdiction.

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Section 4.12 Trademarks, Patents. Except as set forth in Schedule 4.12, each of the Loan Parties and their Subsidiaries possesses or has the right to use all of the patents, trademarks, trade names, service marks and copyrights, and applications therefor, and all technology, know‑how, processes, methods and designs used in or necessary for the conduct of its business, without known conflict with the rights of others.

Section 4.13 Burdensome Restrictions. No Loan Party nor any Subsidiary is a party to or otherwise bound by any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter, corporate or partnership restriction which would reasonably be expected to result in a Material Adverse Occurrence.

Section 4.14 Force Majeure. Since the date of the most recent financial statement referred to in Section 5.1, the business, properties and other assets of the Loan Parties and their Subsidiaries have not been affected in any way as the result of any fire or other casualty, strike, lockout, or other labor trouble, embargo, sabotage, confiscation, condemnation, riot, civil disturbance, activity of armed forces or act of God, in any case that would reasonably be expected to result in a Material Adverse Occurrence.

Section 4.15 Investment Company Act. No Loan Party nor any Subsidiary nor the Parent Guarantor is an “investment company” or a company “controlled” by an investment company within the meaning of the Investment Company Act of 1940, as amended.

Section 4.16 Retirement Benefits. Except as required under Section 4980B of the Code, Section 601 of ERISA or applicable state law, no Loan Party nor any Subsidiary is obligated to provide post-retirement medical or insurance benefits with respect to employees or former employees.

Section 4.17 Full Disclosure. Subject to the following sentence, neither the financial statements referred to in Section 5.1 nor any other certificate, written statement, exhibit or report furnished by or on behalf of any Loan Party or Parent Guarantor in connection with or pursuant to this Agreement contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained therein not misleading. Certificates or statements furnished by or on behalf of any Loan Party to the Lenders consisting of projections or forecasts of future results or events have been prepared in good faith and based on good faith estimates and assumptions of the management of such Loan Party, and no Loan Party has any reason to believe that such projections or forecasts are not reasonable. The information included in the most recently delivered Beneficial Ownership Certification is true and correct in all respects.

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Section 4.18 Subsidiaries. Schedule 4.18 sets forth as of the date of this Agreement (a) a list of the authorized and outstanding Equity Interests in each Loan Party and all warrants and options to acquire Equity Interests in each Loan Party, the identity of the holders thereof and the percentage of shares held by such holders and (b) a list of all Subsidiaries and the number and percentage of the shares of each class of Equity Interests owned beneficially or of record by any Loan Party or any Subsidiary therein, and the jurisdiction of incorporation of each Subsidiary. As of the Closing Date, there are no agreements among the Parent Guarantor or any other holders of Equity Interests in Bloomia Acquisition with respect to the voting and transfer of Bloomia Acquisition’s Equity Interests, except as may be set forth in the limited liability company agreement or operating agreement of Bloomia Acquisition.

Section 4.19 Labor Matters. There are no pending or threatened strikes, lockouts or slowdowns against any Loan Party or any Subsidiary that would reasonably be expected to constitute a Material Adverse Occurrence. No Loan Party nor any Subsidiary has been or is in violation in any material respect of the Fair Labor Standards Act or any other applicable Federal, state, local or foreign law dealing with such matters that would reasonably be expected to constitute a Material Adverse Occurrence. All material payments due from any Loan Party or any Subsidiary on account of wages and employee health and welfare insurance and other benefits (in each case, except for de minimis amounts), have been paid or accrued as a liability on the books of such Loan Party or such Subsidiary. The consummation of the transactions contemplated under the Loan Documents will not give rise to any right of termination or right of renegotiation on the part of any union under any collective bargaining agreement to which any Loan Party or any Subsidiary is bound.

Section 4.20 Solvency. After the making of any Loan and after giving effect thereto, on a consolidated basis (a) the fair value of the assets of the Loan Parties and their Subsidiaries, at a fair valuation, will exceed their debts and liabilities, subordinated, contingent or otherwise; (b) the present fair saleable value of the property of the Loan Parties and their Subsidiaries will be greater than the amount that will be required to pay the probable liability of their debts and other liabilities, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (c) neither the Loan Parties nor their Subsidiaries intends to, or believes that they will, incur debts or liabilities beyond the ability to pay as such debts and liabilities mature; (d) the Loan Parties and their Subsidiaries will be able to pay their debts and liabilities, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (e) neither the Loan Parties nor their Subsidiaries will have unreasonably small capital with which to conduct their business in which they are engaged as such business is proposed to be conducted following the Closing Date.

Section 4.21 Foreign Assets Control Regulations and Anti-Money Laundering. No Loan Party nor any Subsidiary (a) is a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (b) engages in any dealings or transactions prohibited by Section 2 of such executive order, or is otherwise, to the knowledge of a responsible officer of any Loan Party, associated with any such person in any manner violative of Section 2, or (c) is a person on the list of Specially Designated Nationals and Blocked Persons or subject to the limitations or prohibitions under any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.

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Section 4.22 PATRIOT Act. Each Loan Party and each Subsidiary and Parent Guarantor is in compliance, in all material respects, with the PATRIOT Act. No part of the proceeds of the Loans will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business or obtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”).

Section 4.23 Insurance. Each Loan Party and each of the Subsidiaries maintain insurance coverage as required by Section 5.3.

Section 4.24 Licenses, Etc. Each Loan Party and each Subsidiary and Parent Guarantor possesses all licenses, permits, franchises, exemptions, approvals, and other governmental authorizations necessary for the ownership of its property and the conduct and operation of its business, except in such instances in which the failure to comply therewith or the failure to be in possession thereof, either individually or in the aggregate, could not reasonably be expected to give rise to a Material Adverse Occurrence.

Section 4.25 Perfected Liens and Security Interests. The Obligations are secured by valid, perfected first-priority Liens (subject to Liens permitted pursuant to Section 6.14) in favor of the Agent for the benefit of the Lenders, covering and encumbering all collateral granted by the Security Documents, to the extent perfection has occurred by the filing of a UCC financing statement or by continued possession or control or the filing or recording of the Security Documents (other than with respect to security interests in any collateral not required to be perfected pursuant to the terms of any Security Document).

Section 4.26 Business Locations. Schedule 4.26 sets forth as of the Closing Date the addresses of each business location owned or leased by the Loan Parties and Subsidiaries, and, if such business location is leased, the name and address of the landlord for such business location.

Section 4.27 Representations and Warranties of Bloomia. All representations and warranties of the Loan Parties and Parent Guarantor, and to the knowledge of the Loan Parties, the Target (Bloomia) and the Sellers, in the Acquisition Agreement (Bloomia) are true and correct in all material respects as of the date when made.

Section 4.28 Broker’s or Finder’s Commissions. Except as set forth on Schedule 4.28 hereto, on the Closing Date, no broker’s or finder’s or placement fee or commission will be payable to any broker or agent engaged by any Loan Party or any of their officers, directors or agents with respect to the Loans, except for fees payable to Agent and the Lenders.

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Section 4.29 Material Adverse Occurrence. Since June 30, 2023, there has been no Material Adverse Occurrence.

Section 4.30 Certain Business Practices. No Loan Party or Parent Guarantor or, to the knowledge of any Loan Party or Parent Guarantor, any directors or officers of any Loan Party or Parent Guarantor has (i) used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to political activity; (ii) made any unlawful payment to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the FCPA; or (iii) made any other unlawful payment in connection with the business of any Loan Party.

Section 4.31 Subordinated Debt. The Obligations are senior Indebtedness entitled to the benefits of the subordination provisions of all outstanding Subordinated Debt.

Section 4.32 Real Estate and Investments.

(a) Schedule 4.32(a) sets forth a complete and accurate list of all real property owned by each Loan Party and each of its Subsidiaries as of the date hereof, showing as of the date hereof the street address, county or other relevant jurisdiction, state, record owner and book value thereof. Each of the Loan parties and Subsidiaries has good, marketable and insurable fee simple title to the real property owned by such Loan Party or such Subsidiary, free and clear of all Liens, other than Liens created or permitted by the Loan Documents.

(b) Schedule 4.32(b) sets forth a complete and accurate list of all material leases of real property under which any Loan Party or any Subsidiary is the lessee as of the date hereof, showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. Each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

Section 4.33 DAC6. No transaction contemplated by or described in the Loan Documents nor any transaction to be carried out in connection with any transaction contemplated by or described in the Loan Documents (including, for the avoidance of doubt, any steps taken or to be taken in connection with the Acquisition (Bloomia)) meets any hallmark set out in Annex IV of the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU ("DAC6").

ARTICLE V

AFFIRMATIVE COVENANTS

Until any obligation of the Lenders hereunder to make the Term Loans and Revolving Loans and of the Agent to issue Letters of Credit shall have expired or been terminated and the Notes and all of the other Obligations (other than inchoate indemnification obligations for which no claim has been made) have been paid in full and all outstanding Letters of Credit shall have expired or the liability of the Agent thereon shall have otherwise been discharged, unless the Agent and the Required Lenders shall otherwise consent in writing:

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Section 5.1 Financial Statements and Reports. The Borrowers will furnish to the Lenders:

(a) As soon as available and in any event within 120 days after the end of each fiscal year of the Borrowers (commencing with the fiscal year ending June 30, 2024) the audited consolidated financial statements of the Borrowers and their Subsidiaries consisting of at least statements of income, cash flow and changes in shareholders’ equity, and a consolidated balance sheet as at the end of such year, setting forth in each case in comparative form corresponding figures from the previous annual audit, certified without qualification by Boulay or any other independent certified public accountants selected by the Borrowers and acceptable to the Agent, together with any management letters, management reports or other supplementary comments or reports to the Borrower or its board of directors furnished by such accountants.

(b) As soon as practicable and in any event within 30 days after the end of each month, a Borrowing Base Certificate signed by the chief executive officer, chief financial officer, treasurer (or other officer reasonably acceptable to Agent) of the Borrowers, reporting the Borrowing Base as of the last day of the month just ended.

(c) As soon as available and in any event within 30 days after the end of each fiscal month, unaudited consolidated statements of income, cash flow and changes in shareholders’ equity for the Borrowers and their Subsidiaries for such month and for the period from the beginning of such fiscal year to the end of such month, and a consolidated balance sheet of the Borrowers and their Subsidiaries as at the end of such month, setting forth in comparative form figures for the corresponding period for the preceding fiscal year, and any management letter or report for such month, accompanied by a certificate signed by the chief executive officer, chief financial officer, treasurer (or other officer reasonably acceptable to Agent) of the Borrowers stating that such financial statements present fairly the financial condition of the Borrowers and their Subsidiaries and that the same have been prepared in accordance with GAAP (except for the absence of footnotes and subject to year-end audit adjustments as to the interim statements).

(d) As soon as practicable and in any event within 30 days after the end of each fiscal quarter (commencing with the fiscal quarter ending on or about March 31, 2024), a Compliance Certificate in the form attached hereto as Exhibit G signed by a senior officer of the Borrowers demonstrating in reasonable detail compliance (or noncompliance, as the case may be) with Sections 6.17 and 6.18 as of the end of such quarter or fiscal year and stating that as at the end of such quarter or fiscal year there did not exist any Default or Event of Default or, if such Default or Event of Default existed, specifying the nature and period of existence thereof and what action the Borrowers propose to take with respect thereto.

(e) As soon as practicable and in any event within 90 days after the beginning of each fiscal year of the Borrowers, statements of forecasted consolidated income for the Borrowers and their Subsidiaries for each fiscal month in such fiscal year and a forecasted consolidated balance sheet of the Borrowers and their Subsidiaries, together with supporting assumptions, as at the end of each fiscal month, all in reasonable detail and reasonably satisfactory in scope to Required Lenders.

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(f) Immediately upon any officer of the Loan Parties becoming aware of any Default or Event of Default, a notice describing the nature thereof and what action the Borrowers propose to take with respect thereto.

(g) Immediately upon any officer of the Loan Parties becoming aware of the occurrence, with respect to any Plan, of any Reportable Event or any Prohibited Transaction, a notice specifying the nature thereof and what action the Loan Parties propose to take with respect thereto, and, when received, copies of any notice from PBGC of intention to terminate or have a trustee appointed for any Plan.

(h) Immediately upon any officer of the Loan Parties becoming aware of any matter that has resulted or is reasonably likely to result in a Material Adverse Occurrence, a notice from the Borrowers describing the nature thereof and what action the Borrowers propose to take with respect thereto.

(i) Immediately upon any officer of the Loan Parties becoming aware of (i) the commencement of any action, suit, investigation, proceeding or arbitration before any court or arbitrator or any governmental department, board, agency or other instrumentality affecting any Loan Party or any Subsidiary or any property of such Person, or to which any Loan Party or any Subsidiary is a party (other than litigation where the insurance insures against the damages claimed and the insurer has assumed defense of the litigation without reservation) and in which an adverse determination or result could constitute a Material Adverse Occurrence; or (ii) any adverse development which occurs in any litigation, arbitration or governmental investigation or proceeding previously disclosed by any Loan Party or any Subsidiary that, if determined adversely to any Loan Party or any Subsidiary would constitute a Material Adverse Occurrence, a notice from the Borrowers describing the nature and status thereof and what action the Borrowers propose to take with respect thereto.

(j) (i) Upon request of any Lender, a Beneficial Ownership Certification in form and substance acceptable to such Lender, and (ii) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification.

(k) The Loan Parties and the Parent Guarantor shall, and shall cause each of the Subsidiaries to, provide such information and take such actions as are reasonably requested by the Agent or any Lender in order to assist the Agent and the Lenders in maintaining compliance with the PATRIOT Act.

(l) Promptly (and in any event within five Business Days) after receipt thereof, copies of all notices and communications given or received by any Loan Party under the Subordinated Debt Documents (Seller Note) or any loan documents relating to any Subordinated Debt (Mezzanine) in respect of any event of default thereunder.

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(m) Concurrently with delivery thereof to the relevant lenders, copies of all notices, reports, financial statements and other materials sent pursuant to the Subordinated Debt Documents (Seller Note) or any loan documents relating to any Subordinated Debt (Mezzanine).

(n) Promptly after receipt or delivery thereof, copies of all proposed material written amendments, modifications or waivers of or under the Subordinated Debt Documents (Seller Note) or any loan documents relating to any Subordinated Debt (Mezzanine) and final, executed copies thereof.

(o) Concurrently with the delivery of the financial statements referred to in Section 5.1(d), a report supplementing Schedule 4.32(a) and (b), including an identification of all owned and leased real property disposed of by the Borrowers or any Subsidiary thereof during such fiscal quarter, a list and description (including the street address, county or other relevant jurisdiction, state, record owner, book value thereof (in the case of owned real property) and, in the case of leases of property, lessor, expiration date and annual rental cost thereof) of all real property acquired or leased during such fiscal year and a description of such other changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete as of the date of such financial statements.

(p) From time to time, such other information regarding the business, operation and financial condition of the Loan Parties and the Subsidiaries as any Lender may reasonably request.

Section 5.2 Existence. Each Loan Party and the Parent Guarantor will maintain, and cause each Subsidiary to maintain, its company existence in good standing under the laws of its jurisdiction of organization and its qualification to transact business in each jurisdiction where failure so to qualify could constitute a Material Adverse Occurrence; provided, however, that nothing herein shall prohibit the merger or liquidation of any Subsidiary allowed under Section 6.1.

Section 5.3 Insurance. Each Loan Party shall maintain, and shall cause each Subsidiary to maintain, with financially sound and reputable insurance companies such insurance as may be required by law and such other insurance in such amounts and against such hazards as is customary in the case of reputable firms engaged in the same or similar business and similarly situated. Each Loan Party shall, and shall cause each Subsidiary to, name the Agent in its capacity as administrative agent for the Lenders as an additional insured with respect to general liability insurance and as a lender loss payee and mortgagee with respect to property and hazard insurance at all times. Each such policy or the certificate with respect thereto shall provide that such policy shall not be canceled or allowed to lapse unless at least 30 days’ prior written notice is given to the Agent.

Section 5.4 Payment of Taxes and Claims. Each Loan Party shall file, and cause each Subsidiary to file, all federal and/or national and material state, foreign and local tax returns and reports which are required by law to be filed by it and will pay, and cause each Subsidiary to pay, within the time period allowed without incurring penalties and before they become delinquent all federal and/or national and material state, foreign and local taxes, assessments and governmental charges and levies imposed upon it or its property, income or assets and all claims or demands of any kind (including but not limited to those of suppliers, mechanics, carriers, warehouses, landlords and other like Persons) which, if unpaid, might result in the creation of a Lien upon its property, income or assets; provided that the foregoing items need not be paid if they are being contested in good faith by appropriate proceedings, and as long as such Loan Party’s or such Subsidiary’s title to its property, income or assets is not materially adversely affected, its use of such property, income or assets in the ordinary course of its business is not materially interfered with and adequate reserves with respect thereto have been set aside on such Loan Party’s or such Subsidiary’s books in accordance with GAAP.

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Section 5.5 Inspection, Appraisal, Etc. Each Loan Party shall permit any Person designated by the Agent or the Required Lenders, upon reasonable prior notice to the Borrowers (which notice shall not be required to be given during the continuation of an Event of Default), to visit and inspect any of the properties, books and financial records of the Loan Parties and the Subsidiaries, to examine and to make copies of the books of accounts and other financial records of the Loan Parties and the Subsidiaries, to appraise the Loan Parties’ equipment, inventory, and other assets and to discuss the affairs, finances and accounts of the Loan Parties and the Subsidiaries with, and to be advised as to the same by, its officers at such reasonable times and intervals as the Agent or the Required Lenders may designate. The expenses of the Required Lenders and Agent for such visits, inspections, appraisals and examinations shall be at the expense of the Agent or such Required Lenders, provided, that any such visits, inspections, appraisals and examinations shall be at the expense of the Borrowers in the event that such visits, appraisals, inspections and examinations (a) constitute an annual collateral audit conducted by the Agent, or (b) are made while any Event of Default is continuing.

Section 5.6 Maintenance of Properties. Each Loan Party will maintain, and cause each Subsidiary to maintain, its properties used or useful in the conduct of its business in good condition, repair and working order, ordinary wear and tear excepted, and supplied with all necessary equipment, and make all necessary repairs, renewals, replacements, betterments and improvements thereto, all as may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times.

Section 5.7 Books and Records. Each Loan Party will keep, and will cause each Subsidiary to keep, adequate and proper records and books of account in which full and correct entries will be made of its dealings, business and affairs.

Section 5.8 Compliance. Each Loan Party will comply, and will cause each Subsidiary to comply, in all material respects with all laws, rules, regulations, orders, writs, judgments, injunctions, decrees or awards to which it may be subject (including all Anti-Corruption Laws and applicable Sanctions) and will obtain all permits, licenses and approvals required by such laws, copies of which will be provided to any Lender upon request; provided, however, that failure so to comply or to so obtain shall not be a breach of this covenant if such failure does not constitute a Material Adverse Occurrence and each Loan Party or Subsidiary is acting in good faith and with reasonable dispatch to cure such noncompliance.

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Section 5.9 ERISA.  Each Loan Party will maintain, and cause each Subsidiary to maintain, each Plan in compliance with all material applicable requirements of ERISA and of the Code and with all applicable rulings and regulations issued under the provisions of ERISA and of the Code and will not, and will not permit any of the ERISA Affiliates to (a) engage in any transaction in connection with which any Loan Party or any of the ERISA Affiliates would be subject to either a civil penalty assessed pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code, in either case in an amount exceeding $250,000, (b) fail to make full payment when due of all amounts which, under the provisions of any Plan, any Loan Party or ERISA Affiliate is required to pay as contributions thereto, or permit to exist any accumulated funding deficiency (as such term is defined in Section 302 of ERISA and Section 412 of the Code), whether or not waived, with respect to any Plan in an aggregate amount exceeding $250,000 or (c) fail to make any payments in an aggregate amount exceeding $250,000 to any Multiemployer Plan that any Loan Party or any of the ERISA Affiliates may be required to make under any agreement relating to such Multiemployer Plan or any law pertaining thereto.

Section 5.10 Environmental Matters; Reporting. Each Loan Party will observe and comply with, and cause each Subsidiary to observe and comply with, all laws, rules, regulations and orders of any government or government agency relating to health, safety, pollution, hazardous materials or other environmental matters to the extent non‑compliance could result in a material liability or otherwise constitute a Material Adverse Occurrence. Each Borrower will give the Agent prompt written notice of any violation as to any environmental matter by any Loan Party or any Subsidiary and of the commencement of any judicial or administrative proceeding relating to health, safety or environmental matters (a) in which an adverse determination or result could constitute a Material Adverse Occurrence or (b) which will or threatens to impose a material liability on such Loan Party or such Subsidiary to any Person or which will require a material expenditure by such Loan Party or such Subsidiary to cure any alleged problem or violation.

Section 5.11 Further Assurances.

(a) The Loan Parties shall promptly correct any defect or error that may be discovered in any Loan Document or in the execution, acknowledgment or recordation thereof. Promptly upon request by the Agent or the Required Lenders, the Loan Parties also shall, and shall cause each Subsidiary to do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register, any and all deeds, conveyances, mortgages, deeds of trust, trust deeds, assignments, estoppel certificates, financing statements and continuations thereof, notices of assignment, transfers, certificates, assurances and other instruments as the Agent or the Required Lenders may reasonable require from time to time in order: (i) to carry out more effectively the purposes of the Loan Documents; (ii) to perfect and maintain the validity, effectiveness and priority of any security interests intended to be created by the Loan Documents in any applicable jurisdiction, including, without limitation, the delivery of a Collateral Access Agreement from the landlord of each location required by the Agent or the Required Lenders; and (iii) to better assure, convey, grant, assign, transfer, preserve, protect and confirm unto the Lenders the rights granted now or hereafter intended to be granted to the Lenders under any Loan Document or under any other instrument executed in connection with any Loan Document or that any Loan Party may be or become bound to convey, mortgage or assign to the Agent for the benefit of the Lenders in order to carry out the intention or facilitate the performance of the provisions of any Loan Document. The Loan Parties shall furnish to the Lenders evidence satisfactory to the Required Lenders of every such recording, filing or registration. Each Loan Party and each of its Subsidiaries shall take such actions reasonably requested by any Lender in order to assist such Lender in maintaining compliance with the PATRIOT Act.

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(b) In addition to and not in limitation of the foregoing paragraph, (i) upon the formation of any Subsidiary after the Closing Date or (ii) upon the acquisition of any fee interests in real property after the Closing Date by any Loan Party or Subsidiary: (x)(1) the Equity Interests of any Subsidiary of such Person shall be pledged to the Agent for the benefit of the Lenders, (2) such Person shall join the Security Agreement as a grantor or otherwise grant to the Agent a security interest (and permit the Agent to perfect such interest) for the benefit of the Lenders in the personal property of such Person, such security interest to be a first-priority security interest (subject to Liens permitted under Section 6.14), (3) such Person (other than any Borrower) shall provide a guaranty of the Obligations, and (4) such Person shall grant to the Agent a mortgage, deed of trust, or other similar agreement as required by the Agent (and permit the Agent to perfect such interest) for the benefit of the Lenders in the real property of such Person, creating a first-priority mortgage or deed of trust (subject to Liens permitted under Section 6.14) and deliver such other related documents and instruments as the Agent may reasonably request; and (y) the applicable Loan Party or the applicable Subsidiary shall, at the Borrower’s cost and expense, execute and deliver to the Agent such documents, opinions and instruments reasonably deemed necessary by the Agent to effect the matters specified in subclause (x) (which documents, opinions and instruments may include documents, opinions and instruments prepared by applicable foreign counsel in the case of any such matters with respect to any Foreign Subsidiaries).

Section 5.12 Compliance with Terms of Material Contracts. Each Loan Party shall, and shall cause each Subsidiary to, make all payments and otherwise perform all obligations in respect of all material contracts to which such Loan Party or such Subsidiary is a party; provided, that such payment or performance will not be required to the extent such payment or performance is being contested in good faith by appropriate proceedings, and as long as such Person’s title to its property is not materially adversely affected, its use of such property in the ordinary course of its business is not materially interfered with and adequate reserves with respect thereto have been set aside on the Loan Parties’ books in accordance with GAAP or the failure to so perform could not constitute a Material Adverse Occurrence.

Section 5.13 Anti-Money Laundering Compliance. Each Loan Party will, and will cause each Subsidiary to, provide such information and take such actions as are reasonably requested by the Agent or any Lender in order to assist the Agent and the Lenders in maintaining compliance with anti-money laundering laws and regulations.

Section 5.14 Intellectual Property. The Borrowers shall, and shall cause each Subsidiary to, maintain adequate licenses, patents, patent applications, copyrights, service marks, trademarks, trademark applications, tradestyles and trade names to continue its business as heretofore conducted by it or as hereafter conducted by it, except to the extent that the failure to do so would not reasonably be expected to result in a Material Adverse Occurrence.

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Section 5.15 Separateness. Each Loan Party will, and will cause each Subsidiary to,

(a) do and cause to be done, all things necessary to observe its organizational formalities and preserve its separate existence;

(b) maintain all of its books, records, financial statements and bank accounts separate from those of its Affiliates and any other Person; provided, however, that the Loan Parties’ assets may be included in a consolidated financial statement of Lendway provided that (A) appropriate notation shall be made on such consolidated financial statements to indicate the separateness of the Loan Parties and such Affiliates and to indicate that the Loan Parties’ assets and credit are not available to satisfy the debts and other obligations of such Affiliates or any other Person, and (B) such assets shall be listed on the Company’s own separate balance sheet;

(c) (i) be, and at all times will hold itself out to the public as, a legal entity separate and distinct from any other entity (including any Affiliate of any Loan Party or any constituent party of any Loan Party), (ii) correct any known misunderstanding regarding its status as a separate entity, (iii) conduct business in its own name, (iv) not identify itself or any of its Affiliates as a division or department or part of the other and (v) shall maintain and utilize separate stationery, to the extent it utilizes stationery, invoices and checks, to the extent it utilizes checks, bearing its own name;

(d) not commingle funds or other assets of any Loan Party with those of any Affiliate or constituent party or any other Person, and will hold all of its assets in its own name; and

(e) maintain its assets in such a manner that it will not be costly or difficult to segregate, ascertain or identify its individual assets from those of any Affiliate or constituent party or any other Person.

Section 5.16 Post Closing Covenants.

(a) The Borrowers shall undertake commercially reasonable efforts to, within sixty (60) days of the Closing Date (as such date may be extended by the Agent in its sole discretion), deliver to the Agent, Collateral Access Agreements with respect to all leased locations of the Loan Parties in the United States and in form and substance reasonably satisfactory to the Agent, in each case to the extent same have not been delivered to the Agent on or prior the Closing Date.

(b) On the Acquisition Closing Date, the Borrowers shall (i) cause the Acquisition (Bloomia) to be substantially consummated in accordance with the Acquisition Documents (Bloomia), (ii) cause the Dutch Security Documents to be executed and delivered to the Agent and otherwise be substantially consummated and (c) cause the Foreign Loan Parties to become party to this Agreement as Guarantors and to the US Security Agreement as a guarantor and take such other actions in connection therewith as may be reasonably be requested by the Agent.

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(c) Within 30 days from the Closing Date (or such later date in the sole discretion of the Agent), the Borrowers shall deliver to the Administrative Agent (a) lender’s loss payable or additional secured endorsements or policy language as to the insurance certificates delivered by the Borrowers to the Agent on the Closing Date (as the same are updated as indicated in clause (b) below), each in form and substance acceptable to the Agent and (b) updated insurance certificates adding Bloomia Acquisition as an insured party to the insurance certificates delivered by the Borrowers to the Agent on the Closing Date.

ARTICLE VI

NEGATIVE COVENANTS

Until any obligation of the Lenders hereunder to make the Term Loans and Revolving Loans and of the Agent to issue Letters of Credit shall have expired or been terminated and the Notes and all of the other Obligations (other than inchoate indemnification obligations for which no claim has been made) have been paid in full and all outstanding Letters of Credit shall have expired or the liability of the Agent thereon shall have otherwise been discharged, unless the Required Lenders shall otherwise consent in writing:

Section 6.1 Merger. No Loan Party will merge or consolidate or enter into any analogous reorganization or transaction with any Person or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution) or permit any Subsidiary to do any of the foregoing; provided that (a) the Loan Parties shall consummate the Post-Consummation Transactions and (b) any Subsidiary that is a Domestic Loan Party may merge or consolidate into a Borrower (including the merger of Fresh Tulips with and into Bloomia Acquisition), so long as (i) as such Borrower is the surviving entity, (ii) no Event of Default is then continuing, (iii) the Borrower has given the Agent not less than 10 days prior written notice of the consummation of such merger or consolidation, together with copies of all material documents and agreements proposed to be executed and delivered in connection with same, (iv) the Loan Parties shall have caused the Equity Interests of such surviving Borrower to be pledged to the Agent for the benefit of the Lenders pursuant to a first priority, perfected Lien and (v) the Loan Parties shall, at the Borrower’s cost and expense, execute and deliver to the Agent such documents, opinions and instruments reasonably deemed necessary by the Agent to effect the matters specified in clause (iv) above.

Section 6.2 Disposition of Assets. The Loan Parties will not, and will not permit any Subsidiary to, directly or indirectly, sell, assign, lease, convey, transfer or otherwise dispose of (whether in one transaction or a series of transactions) any property (including accounts and notes receivable, with or without recourse) or enter into any agreement to do any of the foregoing, except:

(a) dispositions of inventory, or used, worn-out or surplus equipment or the settlement or discount of accounts receivable, all in the ordinary course of business;

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(b) the sale of equipment to the extent that such equipment is exchanged for credit against the purchase price of similar replacement equipment, or the proceeds of such sale are applied with reasonable promptness to the purchase price of such replacement equipment;

(c) other dispositions of property in any fiscal year during the term of this Agreement whose net book value in the aggregate does not exceed 5% of the Borrowers’ and their Subsidiaries’ total consolidated assets as shown on the balance sheet for the most recent prior fiscal year;

(d) Liens, Investments, fundamental changes and Restricted Payments permitted by Sections 6.14, 6.12, 6.1 and 6.7, respectively;

(e) the Post-Consummation Transactions;

(f) the sale, exchange or other disposition of cash and cash equivalents in the ordinary course of business; and

(g) leases and subleases and licenses and sublicenses granted to third parties in the ordinary course of business and not interfering in any material respect with the business of Borrower and its Subsidiaries.

The Parent Guarantor will not permit any Liens to be placed upon the Equity Interests of any Borrower, except Liens in favor of the Agent and any Mezzanine Agent.

Section 6.3 Plans. The Loan Parties will not, and will not permit or allow any Subsidiary to (a) permit, any event to occur or condition to exist that would permit any Plan to terminate under any circumstances that would cause the Lien provided for in Section 4068 of ERISA to attach to any assets of any Loan Party or any Subsidiary; (b) permit, as of the most recent valuation date for any Plan subject to Title IV of ERISA, the present value (determined on the basis of reasonable assumptions employed by the independent actuary for such Plan and previously furnished in writing to the Lenders) of such Plan’s projected benefit obligations to exceed the fair market value of such Plan’s assets or (c) notwithstanding anything to the contrary, become a party to or otherwise subject to any Defined Benefit Plan.

Section 6.4 Change in Nature of Business. The Loan Parties will not, and will not permit any Subsidiary to, make any material change in the nature of the business of any Loan Party or any Subsidiary, as carried on at the Closing Date.

Section 6.5 Subsidiaries. After the date of this Agreement, the Loan Parties will not, and will not permit any Subsidiary to, form or acquire any corporation, limited liability company, or other entity that would thereby become a Subsidiary, except for corporations or limited liability companies formed or acquired by any Borrower or any Subsidiary thereof in connection with Permitted Acquisitions; provided that nothing in this Section shall prohibit the formation of a new Subsidiary by any Borrower or Subsidiary thereof so long as each Borrower and the Subsidiaries comply with the provisions of Section 5.12.

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Section 6.6 Negative Pledges; Subsidiary Restrictions. The Loan Parties will not, and will not permit any Subsidiary to, enter into any agreement, bond, note or other instrument with or for the benefit of any Person other than the Agents which would (i) prohibit any Loan Party or any Subsidiary from granting, or otherwise limit the ability of any Loan Party or any Subsidiary to grant, to the Agent any Lien on any assets or properties of any Loan Party or any Subsidiary, other than Permitted Negative Pledges, or (ii) require any Loan Party or Subsidiary to grant a Lien to any other Person if any Loan Party or any Subsidiary grants any Lien to the Agent. No Loan Party will, or permit any Subsidiary to, place or allow any restriction, directly or indirectly, on the ability of such Person to (a) pay dividends or any distributions on or with respect to such Person’s capital stock or (b) make loans or other cash payments to the Loan Parties, in each case except pursuant to the Loan Documents, any loan documents relating to the Subordinated Debt (Mezzanine) and the Subordinated Debt Agreements (Seller Note) as they exist on the Closing Date.

Section 6.7 Restricted Payments. The Loan Parties will not, and will not permit any Subsidiary to, make any Restricted Payments, except that (a) any Loan Party may pay dividends and distributions to any other Loan Party (b) the Loan Parties shall consummate the Post-Consummation Transactions and (c) the Borrower may pay Management Fees to the Parent Guarantor to the extent permitted by the Management Fee Subordination Agreement.

Section 6.8 Transactions with Affiliates. The Loan Parties will not, and will not permit any Subsidiary to, enter into any transaction with any of their respective Affiliates, except upon fair and reasonable terms no less favorable than any Loan Party or any Subsidiary would obtain in a comparable arm’s-length transaction with a Person not an Affiliate, in each case except for (a) the loan documents relating to any Subordinated Debt (Mezzanine) and the Subordinated Debt (Seller Note) and the notes evidencing the Subordinated Debt (Mezzanine) and any loan documents relating to the Subordinated Debt (Seller Note), (b) transactions between and among the Loan Parties to the extent not prohibited by this Agreement), (c) transactions evidenced by the Constituent Documents of the Borrowers as they exist on the Closing Date, (d) any documents related to the Acquisition Documents (Bloomia) and (e) the Management Agreement, including payments thereunder (to the extent permitted under Section 6.22 and the Management Fee Subordination Agreement).

Section 6.9 Accounting Changes. The Loan Parties will not, and will not permit any Subsidiary to, (a) make any significant change in accounting treatment or reporting practices, except as permitted by GAAP, or change its fiscal year, (b) amend, modify or change any of its Constituent Documents in any manner materially adverse in any respect to the rights or interests of the Lenders, (c) amend, modify or change (or give any notices or take any actions under) any of Acquisition Documents (Bloomia) or the Post Closing Transaction Documents in any way in a manner materially adverse in any respect to the rights or interests of the Lenders, (d) amend, modify or change any of the loan documents evidencing, or consent to or obtain any waiver or forbearance with respect to, the Subordinated Debt (Seller Note) or any Subordinated Debt (Mezzanine) in any manner prohibited by the Subordination Agreement (Seller Note) or any Subordination Agreement (Mezzanine), (e) amend, modify or change the Intercompany Note, except that the Intercompany Note shall be forgiven in its entirety pursuant to the Post-Consummation Transaction Documents or (f) amend, modify or change the Management Agreement in any manner prohibited by the Management Fee Subordination Agreement.

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Section 6.10 [Reserved].

Section 6.11 Subordinated Debt. The Loan Parties will not, and will not permit any Subsidiary to, (a) make any scheduled payment or the principal or interest on the Subordinated Debt that would be prohibited by the terms of such Subordinated Debt or any related subordination agreement; (b) directly or indirectly make any prepayment on or purchase, redeem or defease any Subordinated Debt or offer to do so prior to the due date thereof (whether such prepayment, purchase or redemption, or offer with respect thereto, is voluntary or mandatory) that would be prohibited by the terms of such Subordinated Debt or any related subordination agreement; (c) amend or cancel the subordination provisions applicable to any Subordinated Debt, except as permitted by the related subordination agreement; (d) take or omit to take any action if as a result of such action or omission the subordination of such Subordinated Debt, or any part thereof, to the Obligations might be terminated, impaired or adversely affected; (e) omit to give the Agent prompt notice of any notice received from any holder of Subordinated Debt, or any trustee therefor, or of any default under any agreement or instrument relating to any Subordinated Debt by reason whereof such Subordinated Debt might become or be declared to be due or payable; (f) violate or breach any of its obligations under any subordination agreement or subordination provisions relating to any Subordinated Debt or (g) amend, modify or change any agreement or document relating to any Subordinated Debt in any manner prohibited by any subordination agreement relating to such Subordinated Debt.

Section 6.12 Investments. The Loan Parties will not, and will not permit any Subsidiary to, acquire for value, make, have or hold any Investments, except:

(a) Investments by Bloomia Acquisition in Tulipa and other Investments existing on the date of this Agreement and disclosed on Schedule 6.12 hereto;

(b) Travel advances to management personnel and employees in the ordinary course of business;

(c) Investments in readily marketable direct obligations issued or guaranteed by the United States or any agency thereof and supported by the full faith and credit of the United States;

(d) Certificates of deposit or bankers’ acceptances issued by any commercial bank organized under the laws of the United States or any State thereof which has (i) combined capital and surplus of at least $100,000,000, and (ii) a credit rating with respect to its unsecured indebtedness from a nationally recognized rating service that is satisfactory to the Agent;

(e) Commercial paper given the highest rating by a nationally recognized rating service;

(f) Repurchase agreements relating to securities issued or guaranteed as to principal and interest by the United States of America with a term of not more than seven (7) days; provided all such agreements shall require physical delivery of the securities securing such repurchase agreement, except those delivered through the Federal Reserve Book Entry System;

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(g) Other readily marketable Investments in debt securities which are reasonably acceptable to the Required Lenders;

(h) Rate Protection Agreements or any foreign currency hedging arrangement, including any currency swap agreements, currency futures or option agreements and other similar contracts entered into with any Lender, or any Affiliate of any Lender that is the counterparty of any Borrower (“Foreign Currency Agreements”);

(i) Investments by a Borrower in the form of acquisitions of all or substantially all of the business or a line of business (whether by the acquisition of Equity Interests, assets or any combination thereof) of any other Person if (i) such acquisition has in any event been previously approved in writing by the Required Lenders after the date hereof and (ii) without limiting the generality of the preceding clause (i), the Borrowers shall have demonstrated on a pro forma compliance with Sections 6.17 and 6.18 for the four fiscal quarters following such acquisition and shall have complied with the provisions of Section 5.12 (collectively, “Permitted Acquisitions”);

(j) The establishment or creation of wholly-owned Foreign Subsidiaries or wholly-owned Domestic Subsidiaries after the Closing Date if the Borrowers and Subsidiaries have complied with the provisions of Section 5.12 in respect thereto and no Default or Event of Default exists or otherwise would arise or result therefrom, provided that contributions to capital of Foreign Subsidiaries after the Closing Date (excluding the reinvestment in any Foreign Subsidiary of any return of capital or dividends received from such Foreign Subsidiary) shall not exceed $100,000 in the aggregate during the term of this Agreement;

(k) Deposit accounts maintained with any Lender or, to the extent permitted under the Security Agreement, other financial institutions; and

(l) Any other Investment if the aggregate consideration therefor does not exceed $500,000.

Any Investments under clauses (c), (d), (e), (f) or (g) above must mature within one year of the acquisition thereof by any Loan Party or any Subsidiary.

Section 6.13 Indebtedness. The Loan Parties will not, and will not permit any Subsidiary to, incur, create, issue, assume or suffer to exist any Indebtedness, except:

(a) the Obligations;

(b) current liabilities, other than for borrowed money, incurred in the ordinary course of business;

(c) Indebtedness existing on the date of this Agreement and disclosed on Schedule 6.13 hereto, but not including any extension or refinancing thereof;

(d) Subordinated Debt (Seller Note), so long as the Subordination Agreement (Seller Note) remains in effect;

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(e) Guarantees of Indebtedness and other obligations otherwise permitted under this Section 6.13;

(f) Subordinated Debt (other than Subordinated Debt (Seller Note), so long as the Subordination Agreement or other subordination provisions applicable thereto remain in effect;

(g) Rate Protection Obligations and Obligations under Foreign Currency Agreements;

(h) Capitalized Lease Obligations and purchase money Indebtedness of the Borrowers and Subsidiaries in an aggregate amount not exceeding $750,000 as of any date of determination;

(i) Indebtedness which may be deemed to exist pursuant to any performance and completions guaranties, surety bonds, performance bonds, appeal bonds or similar obligations incurred in the ordinary course of business;

(j) Indebtedness owed to a Person providing property, casualty, liability or other insurance to a Borrower or Subsidiary, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year;

(k) Indebtedness pursuant to or in connection with a declaration of joint and several liability as referred to in section 2:403 of the Dutch Civil Code (and any residual liability under such declaration, as referred to in section 2:404 (2) of the Dutch Civil Code);

(l) The Intercompany Note;

(m) accrued and unpaid management fees under the Management Agreement, so long as the Management Fee Subordination Agreement remains in effect; and

(n) Indebtedness not otherwise permitted by this Section 6.13 in an aggregate amount not exceeding $500,000.

Section 6.14 Liens. The Loan Parties will not, and will not permit any Subsidiary to, create, incur, assume or suffer to exist any Lien, or enter into, or make any commitment to enter into, any arrangement for the acquisition of any property through conditional sale, lease‑purchase or other title retention agreements, with respect to any property now owned or hereafter acquired by any Loan Parties or any Subsidiary, except:

(a) Liens granted to the Agent and the Lenders under the Security Documents to secure the Obligations;

(b) Liens existing on the date of this Agreement and disclosed on Schedule 6.14 hereto;

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(c) Deposits or pledges to secure payment of workers’ compensation, unemployment insurance, old age pensions or other social security obligations, in the ordinary course of business of any Borrower or any Subsidiary;

(d) Liens for taxes, fees, assessments and governmental charges not delinquent or to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 5.4;

(e) Statutory Liens of landlords or Liens of carriers, warehousemen, mechanics and materialmen, and other like Liens arising in the ordinary course of business, for sums not due or to the extent that payment therefor shall not at the time be required to be made in accordance with the provisions of Section 5.4;

(f) Liens incurred or deposits or pledges made or given in connection with, or to secure payment of, indemnity, performance or other similar bonds;

(g) Liens arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies (and any Liens created pursuant to the General Banking Conditions (Algemene Bankvoorwaarden) (as drawn up by the Netherlands Bankers' Association (Nederlandse Vereniging van Banken) and the Consumers Union) as to deposit accounts or other funds maintained with a creditor depository institution; provided that (i) such deposit account is not a dedicated cash collateral account and is not subject to restriction against access by any Loan Party or any Subsidiary in excess of those set forth by regulations promulgated by the Board, and (ii) such deposit account is not intended by any Loan Party or any Subsidiary to provide collateral to the depository institution;

(h) Encumbrances in the nature of zoning restrictions, easements and rights or restrictions of record on the use of real property and landlord’s Liens under leases on the premises rented, which do not materially detract from the value of such property or impair the use thereof in the business of any Loan Party or any Subsidiary;

(i) The interest of any lessor under any Capitalized Lease entered into after the Closing Date or purchase money Liens on property acquired after the Closing Date; provided, that, (i) the Indebtedness secured thereby is otherwise permitted by this Agreement and (ii) such Liens are limited to the property acquired and do not secure Indebtedness other than the related Capitalized Lease Obligations or the purchase price of such property;

(j) Liens securing judgments for the payment of money (or appeal or other surety bonds relating to such judgments) not constituting an Event of Default;

(k) leases, subleases, licenses and sublicenses granted to others not interfering in any material respect with the business of any Borrower or any Subsidiary, and licenses and sublicenses to intellectual property rights, which, in the reasonable good faith determination of the Borrower, are no longer economical to maintain in light of their use or are no longer used in or material in the conduct of the business of any Borrower or any Subsidiary;

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(l) Liens exclusively on the proceeds of insurance in connection with the financing of insurance premiums; provided, that (i) the Indebtedness secured thereby is limited to the amount of insurance premiums that have been financed and (ii) such Liens are limited to the proceeds of insurance the premiums of which have been financed;

(m) Liens arising out of consignment or similar arrangements for the sale of goods entered into by the Borrowers or any Subsidiary of the Borrowers in the ordinary course of business; provided, that (i) the Indebtedness secured thereby is limited to the value of goods subject to the consignment or similar sale arrangements; and (ii) such Liens are limited to goods subject to the consignment or similar sale arrangements;

(n) Liens securing the Subordinated Debt (Seller Note) and any Subordinated Debt (Mezzanine), so long as the Subordination Agreement (Seller Note) and the Subordination Agreement (Mezzanine), as applicable, remains in effect; and

(o) Liens not otherwise permitted by this Section 6.14 securing obligations of any Borrower or any Subsidiary of such Borrower in an aggregate amount not exceeding $250,000.

Section 6.15 Deposit Accounts and Cash Management. Subject to Section 6 of the Security Agreement, (i) the Loan Parties will maintain all of their deposit accounts at Associated Bank, N.A, except (A) Excluded Payroll Accounts (as defined in the Security Agreement) and (B) general operating accounts maintained in non-U.S. jurisdictions by Foreign Subsidiaries in the ordinary course of business and that contain less than $500,000 in the aggregate at any time and (ii) the Domestic Loan Parties shall maintain Associated Bank, N.A. as its primary provider of treasury management services, including Cash Management Services.

Section 6.16 Reserved.

Section 6.17 Fixed Charge Coverage Ratio. The Borrowers will not permit the Fixed Charge Coverage Ratio to be less than 1.25 to 1.00 as of the last day of any fiscal quarter for the twelve consecutive fiscal months ending on such date commencing on March 31, 2024.

Section 6.18 Senior Cash Flow Leverage Ratio. Commencing on March 31, 2024, the Borrowers will not permit the Senior Cash Flow Leverage Ratio to be more than (a) 3.00 to 1.00 as of the last day of the fiscal quarters ending on or about March 31, 2024, June 30, 2024 and September 30, 2024, (b) 2.75 to 1.00 as of the last day of the fiscal quarters ending on or about December 31, 2024, March 31, 2025, June 30, 2025 and September 30, 2025, (c) 2.50 to 1.00 as of the last day of the fiscal quarters ending on or about December 31, 2025, March 31, 2026, June 30, 2026 and September 30, 2026, (d) 2.25 to 1.00 as of the last day of the fiscal quarters ending on or about December 31, 2026, March 31, 2027, June 30, 2027 and September 30, 2027 and (e) 2.00 to 1.00 as of the last day of the fiscal quarters ending on or about December 31, 2027 and the last day of each fiscal quarter ending thereafter.

Section 6.19 Loan Proceeds. The Loan Parties will not, and will not permit any Subsidiary to, use any part of the proceeds of any Loan directly or indirectly, and whether immediately, incidentally or ultimately, (a) to purchase or carry margin stock (as defined in Regulation U of the Board) or to extend credit to others for the purpose of purchasing or carrying margin stock or to refund Indebtedness originally incurred for such purpose or (b) for any purpose which entails a violation of, or which is inconsistent with, the provisions of Regulations U or X of the Board.

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Section 6.20 Sale and Leaseback Transactions. The Loan Parties will not, and will not permit any Subsidiary to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, and thereafter lease such property for the same or a substantially similar purpose or purposes as the property sold or transferred.

Section 6.21 Hedging Agreements. The Loan Parties will not, and will not permit any Subsidiary to, enter into any hedging arrangements, other than any Rate Protection Agreements.

Section 6.22 Management Agreements, Etc. The Loan Parties will not, and will not permit any Subsidiary to, (a) enter into any management agreements, consulting agreements, transition services agreements, non-competition agreements or back-office outsourcing agreements with any Affiliate of any Loan Party, except for the Management Agreement or (b) pay any management, consulting or similar fees to any Affiliate of any Loan Party or to any officer, director or employee of any Loan Party or of any Affiliate of any Loan Party, except that (i) the Loan Parties may pay reasonable and customary fees to any “outside” directors and (ii) the Loan Parties may pay Management Fees so long as such payment is permitted by the Management Fee Subordination Agreement.

Section 6.23 Other Agreements. The Loan Parties will not, and will not permit any Subsidiary to, enter into any agreement containing any provision which would be violated or breached in material respect by the performance of its obligations under this Agreement or under any other Transaction Document.

Section 6.24 Prepayment of Indebtedness and Operating Leases. The Loan Parties will not, and will not permit any Subsidiary to, prepay, redeem, purchase or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payments in violation of any subordination terms of, any Indebtedness or operating lease, except (a) the prepayment of the Loans in accordance with the terms of this Agreement, (b) the prepayment of the Subordinated Debt (which prepayments are governed by Section 6.11), and (c) current liabilities, other than for borrowed money, in the ordinary course of business.

Section 6.25 Dutch corporate income tax fiscal unity. The fiscal unity within the meaning of Article 15 of the Dutch Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting 1969) that is envisaged to be established between Tulipa and Target (Bloomia) following the Acquisition (Bloomia), shall not be extended with other fiscal unity members other than with the prior written consent of the Agent.

ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES

Section 7.1 Events of Default. The occurrence of any one or more of the following events shall constitute an Event of Default:

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(a) Any Borrower shall fail to make when due, whether by acceleration or otherwise, any payment of principal of or interest on any Note, any Loan or any other Obligation required to be made to the Agent or any Lender pursuant to this Agreement and, in the case of any such failure to make any payment of interest or fees, such failure shall continue unremedied for three Business Days.

(b) Any representation or warranty made by or on behalf of any Loan Party or any Subsidiary in this Agreement or any other Loan Document or by or on behalf of any Loan Party or any Subsidiary in any certificate, statement, report or document herewith or hereafter furnished to any Lender or the Agent pursuant to this Agreement or any other Loan Document shall prove to have been false or misleading in any material respect on the date as of which the facts set forth are stated or certified.

(c) Any Loan Party shall fail to comply with Sections 5.1, 5.2, 5.3, 5.5, 5.11, 5.14 or 5.15 hereof or any Section of Article VI hereof.

(d) Any Loan Party shall fail to comply with any other agreement, covenant, condition, provision or term contained in this Agreement (other than those hereinabove set forth in this Section 7.1) and such failure to comply shall continue for 20 (twenty) calendar days after whichever of the following dates is the earliest: (i) the date any Borrower gives notice of such failure to the Lenders, (ii) the date any Borrower should have given notice of such failure to the Agent pursuant to Section 5.1, or (iii) the date the Agent or any Lender gives notice of such failure to such Borrower.

(e) Any Loan Party or any Subsidiary (or Parent Guarantor) shall become insolvent or shall generally not pay its debts as they mature or shall apply for, shall consent to, or shall acquiesce in the appointment of a custodian, trustee or receiver of any Loan Party or any Subsidiary (or Parent Guarantor) or for a substantial part of the property thereof or, in the absence of such application, consent or acquiescence, a custodian, trustee or receiver shall be appointed for such Loan Party or such Subsidiary (or Parent Guarantor) or for a substantial part of the property thereof and shall not be discharged within 45 (forty-five) days, or such Loan Party or such Subsidiary (or Parent Guarantor) shall make an assignment for the benefit of creditors.

(f) Any bankruptcy, reorganization, debt arrangement or other proceedings under any bankruptcy or insolvency law shall be instituted by or against any Loan Party or any Subsidiary (or Parent Guarantor), and, if instituted against such Loan Party or such Subsidiary (or Parent Guarantor), shall have been consented to or acquiesced in by such Loan Party or such Subsidiary (or Parent Guarantor), or shall remain undismissed for 60 (sixty) days, or an order for relief shall have been entered against such Loan Party or such Subsidiary (or Parent Guarantor).

(g) Any dissolution or liquidation proceeding not permitted by Section 6.1 shall be instituted by or against any Loan Party or any Subsidiary (or Parent Guarantor), and, if instituted against any Loan Party or such Subsidiary (or Parent Guarantor), shall be consented to or acquiesced in by any Loan Party or such Subsidiary (or Parent Guarantor) or shall remain for 45 (forty-five) days undismissed.

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(h) A judgment or judgments for the payment of money in excess of the sum of $500,000 in the aggregate shall be rendered against any Loan Party or any Subsidiary and either (i) the judgment creditor executes on such judgment or (ii) such judgment remains unpaid or undischarged for more than 60 (sixty) days from the date of entry thereof or such longer period during which execution of such judgment shall be stayed during an appeal from such judgment.

(i) The maturity of any material Indebtedness of any Loan Party (other than Indebtedness under this Agreement) or any Subsidiary shall be accelerated, or any Loan Party or Subsidiary shall fail to pay any such material Indebtedness when due (after the lapse of any applicable grace period) or, in the case of such Indebtedness payable on demand, when demanded (after the lapse of any applicable grace period), or any event shall occur or condition shall exist and shall continue for more than the period of grace, if any, applicable thereto and shall have the effect of causing, or permitting the holder of any such Indebtedness or any trustee or other Person acting on behalf of such holder to cause, such material Indebtedness to become due prior to its stated maturity or to realize upon any collateral given as security therefor. For purposes of this Section, Indebtedness of any Loan Party or any Subsidiary shall be deemed “material” if it exceeds $500,000 as to any item of Indebtedness or in the aggregate for all items of Indebtedness with respect to which any of the events described in this Section 7.1(i) has occurred.

(j) Any execution or attachment shall be issued whereby any substantial part of the property of any Loan Party or Subsidiary shall be taken or attempted to be taken and the same shall not have been vacated or stayed within 30 days after the issuance thereof.

(k) Any default or event of default (however denominated) or failure to perform shall occur under the Security Agreement and shall continue beyond any grace period applicable thereto.

(l) Any guarantor of the Obligations, repudiates or purports to revoke its, his or her guaranty, or any guaranty of the Obligations for any reason ceases to be in full force and effect or is judicially declared null and void.

(m) Any Security Document, at any time, ceases to be in full force and effect or is judicially declared null and void, or the validity or enforceability thereof is contested by any Loan Party, or the Agent ceases to have a valid and perfected security interest having the priority contemplated thereunder in all of the collateral described therein, other than by action or inaction of the Agent or the Lenders, if the aggregate value of the collateral affected by any of the foregoing exceeds $500,000.

(n) Any Change of Control shall occur.

(o) Any Loan Party or any Subsidiary shall fail to pay any amount payable in respect of any Rate Protection Agreement when the same becomes due and payable (whether by scheduled payment, termination or likewise), and such failure shall continue after the applicable grace period, if any, specified in such agreement.

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(p) Any nonmonetary judgment or order shall be rendered against any Loan Party or any Subsidiary that would reasonably be expected to result in a Material Adverse Occurrence and either (i) enforcement proceedings shall have been commenced by any person upon such judgment or order, or (ii) there shall be any period of 60 (sixty) consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect.

(q) (i) A Prohibited Transaction or a Reportable Event occurs with respect to a Plan or a Multiemployer Plan that has resulted or could reasonably be expected to result in liability of any Loan Party or any Subsidiary under Title IV of ERISA in an aggregate amount in excess of the $500,000, or (ii) any Loan Party or, except as would not reasonably be expected to result in a Material Adverse Occurrence, any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of $500,000.

(r) So long as Fresh Tulips as not been merged with and into Bloomia Acquisition in a merger permitted by Section 6.1, Bloomia Acquisition shall (i) hold any assets other than the Equity Interests of Tulipa and its other Subsidiaries, cash and cash equivalents and contractual rights incidental to maintenance and administration of its organizational or other entity existence and ownership of Equity Interests of Tulipa and its other Subsidiaries in the ordinary course of business or (ii) have any material liabilities other than (A) as to liabilities hereunder and under the Loan Documents and under the Subordinated Debt Agreements (Seller Note) and the loan documents relating to any Subordinated Debt (Mezzanine), (B) tax liabilities in the ordinary course of business and consistent with prior practices and (C) corporate or other entity, administrative and operating expenses in the ordinary course of business and consistent with prior practices.

Section 7.2 Remedies. If (a) any Event of Default described in Sections 7.1(e), (f) or (g) shall occur with respect to any Loan Party, the Commitments shall automatically terminate and the Notes and all other Obligations shall automatically become immediately due and payable, and the Borrowers shall without demand pay into the Holding Account an amount equal to the aggregate face amount of all outstanding Letters of Credit; or (b) any other Event of Default shall occur and be continuing, then, upon receipt by the Agent of a request in writing from the Required Lenders, the Agent shall take any of the following actions so requested: (i) declare the Commitments terminated, whereupon the Commitments shall terminate, (ii) declare the outstanding unpaid principal balance of the Notes, the accrued and unpaid interest thereon and all other Obligations to be forthwith due and payable, whereupon the Notes, all accrued and unpaid interest thereon and all such Obligations shall immediately become due and payable, in each case without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived, anything in this Agreement or in the Notes to the contrary notwithstanding, and (iii) demand that the Borrowers pay into the Holding Account an amount equal to the aggregate face amount of all outstanding Letters of Credit. Upon the occurrence of any of the events described in clause (a) of the preceding sentence, or upon the occurrence of any of the events described in clause (b) of the preceding sentence when so requested by the Required Lenders, the Agent may exercise all rights and remedies under any of the Loan Documents, and enforce all rights and remedies under any applicable law.

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Section 7.3 Offset. In addition to the remedies set forth in Section 7.2, upon the occurrence of any Event of Default and thereafter while the same be continuing, the Loan Parties hereby irrevocably authorize each Lender to set off any Obligations owed to such Lender against all deposits, credits, deposit accounts and other accounts (collectively, “Deposits”) of any Loan Party with, and any and all claims of any Loan Party against, such Lender. Such right shall exist whether or not such Lender shall have made any demand hereunder or under any other Loan Document, whether or not the Obligations, or any part thereof, or Deposits is or are matured or unmatured, and regardless of the existence or adequacy of any collateral, guaranty or any other security, right or remedy available to such Lender or the Lenders. Each Lender agrees that, as promptly as is reasonably possible after the exercise of any such setoff or enforcement right, it shall notify the Borrowers of its exercise of such setoff or enforcement right; provided, however, that the failure of any Lender to provide such notice shall not affect the validity of the exercise of such setoff or enforcement rights. Nothing in this Agreement shall be deemed a waiver or prohibition of or restriction on any Lender to all rights of banker’s Lien, setoff and counterclaim available pursuant to law.

ARTICLE VIII

THE AGENT

The following provisions shall govern the relationship of the Agent with the Lenders.

Section 8.1 Appointment and Authorization. Each Lender appoints and authorizes the Agent to take such action as agent on its behalf and to exercise such respective powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto. Each Lender entering this Agreement after the Closing Date shall be bound by the Subordination Agreements without having to execute a joinder agreement to be bound thereby. Neither the Agent nor any of its directors, officers or employees shall be liable for any action taken or omitted to be taken by it under or in connection with the Loan Documents, except for its own gross negligence or willful misconduct. The Agent shall act as an independent contractor in performing its obligations as Agent hereunder. The duties of the Agent shall be mechanical and administrative in nature, and nothing herein contained shall be deemed to create any fiduciary relationship among or between the Agent, the Loan Parties, the Parent Guarantor or the Lenders.

Section 8.2 Note Holders. The Agent may treat the payee of any Note as the holder thereof until written notice of transfer shall have been filed with it, signed by such payee and in form satisfactory to the Agent.

Section 8.3 Consultation With Counsel. The Agent may consult with legal counsel selected by it and shall not be liable for any action taken or suffered in good faith by it in accordance with the advice of such counsel.

Section 8.4 Loan Documents. The Agent shall not be responsible to any Lender for any recitals, statements, representations or warranties in any Loan Document or be under a duty to examine or pass upon the validity, effectiveness, genuineness or value of any of the Loan Documents or any other instrument or document furnished pursuant thereto, and the Agent shall be entitled to assume that the same are valid, effective and genuine and what they purport to be.

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Section 8.5 Associated Bank and Affiliates. With respect to its Commitments and the Loans made by it, Associated Bank shall have the same rights and powers under the Loan Documents as any other Lender and may exercise the same as though it were not the Agent consistent with the terms thereof, and Associated Bank and its Affiliates may accept deposits from, lend money to and generally engage in any kind of business with any Loan Party or Parent Guarantor as if it were not the Agent.

Section 8.6 Action by Agent. Except as may otherwise be expressly stated in this Agreement, the Agent shall be entitled to use its discretion with respect to exercising or refraining from exercising any rights which may be vested in it by, or with respect to taking or refraining from taking any action or actions which it may be able to take under or in respect of, the Loan Documents. The Agent shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all holders of Notes; provided, however, that the Agent shall not be required to take any action which exposes the Agent to personal liability or which is contrary to the Loan Documents or applicable law. The Agent shall incur no liability under or in respect of any of the Loan Documents by acting upon any notice, consent, certificate, warranty or other paper or instrument believed by it to be genuine or authentic or to be signed by the proper party or parties and to be consistent with the terms of this Agreement.

Section 8.7 Credit Analysis. Each Lender has made, and shall continue to make, its own independent investigation or evaluation of the operations, business, property and condition, financial and otherwise, of the Loan Parties and Parent Guarantor in connection with entering into this Agreement and has made its own appraisal of the creditworthiness of any Loan Party or Parent Guarantor. Except as explicitly provided herein, the Agent has no duty or responsibility, either initially or on a continuing basis, to provide any Lender with any credit or other information with respect to such operations, business, property, condition or creditworthiness, whether such information comes into its possession on or before the first Event of Default or at any time thereafter.

Section 8.8 Notices of Event of Default, Etc. In the event that the Agent shall have acquired actual knowledge of any Event of Default or Default, the Agent shall promptly give notice thereof to the Lenders. The Agent shall not be deemed to have knowledge or notice of any Default or Event of Default, except with respect to actual defaults in the payment of principal, interest and fees required to be paid to the Agent for the account of the Lenders, unless the Agent shall have received written notice from a Lender or the Borrowers referring to this Agreement, describing such Default or Event of Default and stating that such notice is a “Notice of Default.”

Section 8.9 Indemnification. Each Lender agrees to indemnify the Agent, as Agent (to the extent not reimbursed by the Borrowers), ratably according to such Lender’s share of the aggregate Revolving Commitment Amounts and Term Loan Amounts from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever which may be imposed on or incurred by the Agent in any way relating to or arising out of the Loan Documents or any action taken or omitted by the Agent under the Loan Documents, provided that no Lender shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Agent’s gross negligence or willful misconduct. No payment by any Lender under this Section shall relieve the Loan Parties of any of their obligations under this Agreement.

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Section 8.10 Payments and Collections. All funds received by the Agent in respect of any payments made by any Borrower on the Term Notes shall be distributed forthwith by the Agent among the Lenders, in like currency and funds as received, ratably according to each Lender’s Term Loan Percentage. All funds received by the Agent in respect of any payments made by any Borrower on the Revolving Notes, Revolving Commitment Fees or Letter of Credit Fees shall be distributed forthwith by the Agent among the Lenders, in like currency and funds as received, ratably according to each Lender’s Revolving Percentage. After any Event of Default has occurred, all funds received by the Agent, whether as payments by any Loan Party or as realization on collateral or on any guaranties, shall (except as may otherwise be required by law) be distributed by the Agent in the following order: (a) first to the Agent or any Lender that has incurred unreimbursed costs of collection with respect to any Obligations hereunder, ratably to the Agent and each Lender in the proportion that the costs incurred by the Agent or such Lender bear to the total of all such costs incurred by the Agent and all Lenders; (b) next to the Agent for the account of the Lenders (in accordance with their respective Total Percentages) for application on the Notes; (c) next to the Agent for the account of the Lenders (in accordance with their respective Revolving Percentages) for any unpaid Revolving Commitment Fees or Letter of Credit Fees owing by any Borrower hereunder; (d) next to the Agent for the account of the Lender or any relevant Affiliate of any Lender for any other unpaid Obligations; and (e) last to the Agent to be held in the Holding Account to cover any outstanding Letters of Credit.

Section 8.11 Sharing of Payments. If any Lender shall receive and retain any payment, voluntary or involuntary, whether by setoff, application of deposit balance or security, or otherwise, in respect of Indebtedness under this Agreement or the Notes in excess of such Lender’s share thereof as determined under this Agreement, then such Lender shall purchase from the other Lenders for cash and at face value and without recourse, such participation in the Notes held by such other Lenders as shall be necessary to cause such excess payment to be shared ratably as aforesaid with such other Lenders; provided, that if such excess payment or part thereof is thereafter recovered from such purchasing Lender, the related purchases from the other Lenders shall be rescinded ratably and the purchase price restored as to the portion of such excess payment so recovered, but without interest. Subject to the participation purchase obligation above, each Lender agrees to exercise any and all rights of setoff, counterclaim or banker’s lien first fully against any Notes and participations therein held by such Lender, next to any other Indebtedness of the Loan Parties to such Lender arising under or pursuant to this Agreement and to any participations held by such Lender in Indebtedness of the Loan Parties arising under or pursuant to this Agreement, and only then to any other Indebtedness of the Loan Parties to such Lender.

Section 8.12 Advice to Lenders. The Agent shall forward to the Lenders copies of all notices, financial reports and other communications received hereunder from the Loan Parties by it as Agent, excluding, however, notices, reports and communications which by the terms hereof are to be furnished by the Loan Parties directly to each Lender.

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Section 8.13 Resignation. If at any time Associated Bank shall deem it advisable, in its sole discretion, it may submit to each of the Lenders and the Borrowers a written notification of its resignation as Agent under this Agreement, such resignation to be effective upon the appointment of a successor Agent, but in no event later than 30 days from the date of such notice. Upon submission of such notice, the Required Lenders may appoint a successor Agent, subject to, so long as no Event of Default is then in existence, the Borrowers’ consent (which will not unreasonably be withheld or delayed). If no successor Agent has been appointed pursuant to the foregoing provisions within 30 days after the date such notice of resignation was given by the resigning Agent, the Required Lenders shall thereafter perform all the duties of the Agent hereunder until such time, if any, as the Required Lenders appoint a successor Agent as provided above.

Section 8.14 Acknowledgment and Consent to Bail-In of Affected Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of any Affected Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of the applicable Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:

(a) the application of any Write-Down and Conversion Powers by the applicable Resolution Authority to any such liabilities arising hereunder that may be payable to it by any party hereto that is an Affected Financial Institution; and

(b) the effects of any Bail-In Action on any such liability, including, if applicable:

(i) a reduction in full or in part or cancellation of any such liability;

(ii) a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such Affected Financial Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document; or

(c) the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of the applicable Resolution Authority.

Section 8.15 Parallel Debt (Covenant to pay the Agent).

(a) Each of the Loan Parties and Parent Guarantor hereby irrevocably and unconditionally undertakes to pay to the Agent as creditor in its own right and not as a representative of the other Lenders in relation to each amount owing from time to time by that Loan Party or Parent Guarantor to any Lender under any Loan Document (each an “Underlying Obligation”) an amount equal to such Underlying Obligation as and when such Underlying Obligation is due for payment under the relevant Loan Document (each such payment undertaking of a Loan Party in relation to a Lender, a “Parallel Debt Undertaking”, and all Parallel Debt Undertakings of each Loan Party taken together, its “Parallel Debt”).

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(b) Each of the Loan Parties, the Parent Guarantor and the Agent acknowledge that the obligations of each Loan Party and Parent Guarantor under any Parallel Debt Undertaking are several and are separate and independent from, and shall not in any way limit or affect, the Underlying Obligation of that Loan Party and Parent Guarantor to the relevant Lender under the relevant Loan Document nor shall the amounts for which each Loan Party or Parent Guarantor is liable under any Parallel Debt Undertaking be limited or affected in any way by its Underlying Obligation provided that:

(i) the Agent shall not demand payment with regard to a Parallel Debt Undertaking of a Loan Party or Parent Guarantor to the extent that the relevant Underlying Obligation has been irrevocably paid or (in the case of guarantee obligations) discharged;

(ii) a Lender shall not demand payment with regard to an Underlying Obligation to the extent that the relevant Parallel Debt Undertaking has been irrevocably paid or (in the case of guarantee obligations) discharged;

(iii) each Parallel Debt Undertaking shall cover, in an anticipatory manner as to its scope, any future changes in the relevant Underlying Obligation, in particular any such changes resulting from any future increase of any loan or note facility, any future extension of the agreed maturity thereof or any future change of the interest rate charged thereunder;

(iv) each Parallel Debt Undertaking shall be due and payable (Y) in the same currency or currencies as the relevant Underlying Obligation and (Z) at the same time when the relevant Underlying Obligation is due and payable; and

(v) each Parallel Debt Undertaking shall remain effective notwithstanding any transfer or assumption of the corresponding Underlying Obligation in whole or in part to or by any third party, irrespective of whether any such transfer or assumption is effected by way of assignment or assignment and transfer by way of assumption of contract or otherwise.

(c) The Agent acts in its own name and not as a trustee, and its claims in respect of the Parallel Debt shall not be held on trust. The Foreign Collateral granted under the Foreign Security Documents to the Agent to secure the Parallel Debt Undertakings is granted to the Agent in its capacity as creditor of each Parallel Debt Undertaking and shall not be held on trust.

(d) All monies received or recovered by the Agent pursuant to this Section 8.15, and all amounts received or recovered by the Agent from or by the enforcement of any Foreign Collateral under the Foreign Security Documents granted to secure any Parallel Debt Undertaking, shall be applied in accordance with this Agreement.

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(e) Without limiting or affecting the Agent’s rights against the Loan Parties and Parent Guarantor (whether under this Section 8.15 or under any other provision of the Loan Documents), each Loan Party and Parent Guarantor acknowledges that:

(i) nothing in this Section 8.15 shall impose any obligation on the Agent to advance any sum to any Loan Party or Parent Guarantor or otherwise under any Loan Document, except in its capacity as a lender; and

(ii) for the purpose of any vote taken under any Loan Document, the Agent shall not be regarded as having any participation or commitment other than those which it has in its capacity as a lender.

(f) For purposes of any Security Document governed by Dutch law, any resignation by the Agent is not effective with respect to its rights under the Parallel Debts until all rights and obligations under the Parallel Debts have been assigned to and assumed by the successor agent appointed in accordance with this Agreement.

(g) The Agent will reasonably cooperate in transferring its rights and obligations under the Parallel Debts to a successor agent in accordance with this Agreement and will reasonably cooperate in transferring all rights and obligations under any Security Document to such successor agent. All parties to this Agreement hereby, in advance, irrevocably grant their cooperation (medewerking) to such transfers of rights and obligations by the Agent to a successor agent in accordance this Agreement.

ARTICLE IX

MISCELLANEOUS

Section 9.1 Modifications. Notwithstanding any provisions to the contrary herein, any term of this Agreement may be amended with the written consent of the Borrowers; provided, that no amendment, modification or waiver of any provision of this Agreement or any other Loan Document or consent to any departure therefrom by any Loan Party or Parent Guarantor or other party thereto shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such amendment, modification, waiver or consent shall be effective only in the specific instance and for the purpose for which given. (The Agent may enter into amendments or modifications of, and grant consents and waivers to departure from the provisions of, those Loan Documents to which the Lenders are not signatories without the Lenders joining therein, provided the Agent has first obtained the separate prior written consent to such amendment, modification, consent or waiver from the Required Lenders.) Notwithstanding the forgoing, no such amendment, modification, waiver or consent shall:

(a) Reduce the rate or extend the time of payment of interest thereon, or reduce the amount of the principal thereof, or modify any of the provisions of any Note with respect to the payment or repayment thereof, without the consent of the holder of each Note so affected; or

(b) Increase the amount or extend the time of any Commitment of any Lender, without the consent of all of the Lenders; or

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(c) Reduce the rate or extend the time of payment of any fee payable to a Lender, without the consent of the Lender affected; or

(d) Except as may otherwise be expressly provided in any of the other Loan Documents, release any material portion of collateral securing, or any guaranties for, all or any part of the Obligations without the consent of all the Lenders; or

(e) Amend the definition of Required Lenders or otherwise reduce the percentage of the Lenders required to approve or effectuate any such amendment, modification, waiver, or consent, without the consent of all the Lenders; or

(f) Amend any of the foregoing Subsections (a) through (e) of this Section or this Subsection (f) without the consent of all the Lenders; or

(g) Amend any provision of this Agreement relating to the Agent in its capacity as Agent without the consent of the Agent; or

(h) Amend any provision of this Agreement relating to the issuance of Letters of Credit without the consent of all of the Lenders and the Agent; or

(i) Amend Exhibit A without the consent of all of the Lenders.

Section 9.2 Expenses. Whether or not the transactions contemplated hereby are consummated, the Borrowers agree to reimburse the Agent upon demand for all reasonable out-of-pocket expenses paid or incurred by the Agent (including filing and recording costs and reasonable fees and expenses of Dorsey & Whitney LLP, counsel to the Agent) in connection with the negotiation, preparation, approval, review, execution, delivery, administration, amendment, modification and interpretation of this Agreement and the other Loan Documents and any commitment letters relating thereto. The Borrowers shall also reimburse the Agent and each Lender upon demand for all reasonable out‑of‑pocket expenses (including reasonable expenses of legal counsel) paid or incurred by the Agent or any Lender in connection with the collection and enforcement of this Agreement and any other Loan Document. The obligations of the Borrowers under this Section shall survive any termination of this Agreement.

Section 9.3 Waivers, etc. No failure on the part of the Agent or the holder of a Note to exercise and no delay in exercising any power or right hereunder or under any other Loan Document shall operate as a waiver thereof; nor shall any single or partial exercise of any power or right preclude any other or further exercise thereof or the exercise of any other power or right. The remedies herein and in the other Loan Documents provided are cumulative and not exclusive of any remedies provided by law.

Section 9.4 Notices. Except when telephonic notice is expressly authorized by this Agreement, any notice or other communication to any party in connection with this Agreement shall be in writing and shall be sent by manual delivery, facsimile transmission, electronic mail transmission, overnight courier or United States mail (postage prepaid) addressed to such party at the address specified on the signature page hereof, or at such other address as such party shall have specified to the other party hereto in writing. All periods of notice shall be measured from the date of delivery thereof if manually delivered, from the date of sending thereof if sent by facsimile transmission, from the first Business Day after the date of sending if sent by overnight courier, from four days after the date of mailing if mailed or, in the case of electronic mail, from the date upon which the sender receives an acknowledgment from the intended recipients (such as by the “return receipt requested” function, as available, return electronic mail or other similar written acknowledgement); provided that, if such electronic mail is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been received at the opening of business on the next Business Day for the recipient; provided, however, that any notice to the Agent or any Lender under Article II hereof shall be deemed to have been given only when received by the Agent or such Lender.

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Section 9.5 [Reserved].

Section 9.6 Successors and Assigns; Participations; Purchasing Lenders.

(a) This Agreement shall be binding upon and inure to the benefit of the Loan Parties, the Parent Guarantor, the Agent, the Lenders, all future holders of the Notes, and their respective successors and assigns, except that no Loan Party or Parent Guarantor may assign or transfer any of their rights or obligations under this Agreement without the prior written consent of each Lender.

(b) Any Lender may, in the ordinary course of its commercial banking business and in accordance with applicable law, at any time sell to one or more lenders (“Participants”) participating interests in a minimum amount of $1,000,000 in any Revolving Loan or any Term Loan or other Obligation owing to such Lender, any Revolving Note or any Term Note held by such Lender, and any Revolving Commitment of such Lender, or any other interest of such Lender hereunder. In the event of any such sale by any Lender of participating interests to a Participant, (i) such Lender’s obligations under this Agreement to the other parties to this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible for the performance thereof, (iii) such Lender shall remain the holder of any such Revolving Note or any such Term Note for all purposes under this Agreement, (iv) each Borrower and the Agent shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement and (v) the agreement pursuant to which such Participant acquires its participating interest herein shall provide that such Lender shall retain the sole right and responsibility to enforce the Obligations, including, without limitation the right to consent or agree to any amendment, modification, consent or waiver with respect to this Agreement or any other Loan Document, provided that such agreement may provide that such Lender will not consent or agree to any such amendment, modification, consent or waiver with respect to the matters set forth in Sections 9.1(a) through (e) without the prior consent of such Participant. Each Loan Party agrees that if amounts outstanding under this Agreement, the Revolving Notes, the Term Notes and the Loan Documents are due and unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have, to the extent permitted by applicable law, the right of setoff in respect of its participating interest in amounts owing under this Agreement and any Revolving Note, any Term Note or other Loan Document to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement or any Revolving Note, any Term Note or other Loan Document; provided, that such right of setoff shall be subject to the obligation of such Participant to share with the Lenders, and the Lenders agree to share with such Participant, as provided in Section 8.11. Each Loan Party also agrees that each Participant shall be entitled to the benefits of Sections 2.18, 2.19 and 9.2 with respect to its participation in the Revolving Commitments, Revolving Loans and Term Loans; provided, that no Participant shall be entitled to receive any greater amount pursuant to such Sections than the transferor Lender would have been entitled to receive in respect of the amount of the participation transferred by such transferor Lender to such Participant had no such transfer occurred.

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(c) Each Lender may, from time to time, with the consent of the Agent and the Borrowers (which consents shall not be unreasonably withheld or delayed and, if any Event of Default is continuing, such consent of the Borrowers shall not be required), assign to other lenders (“Assignees”) all or part of their rights or obligations hereunder or under any Loan Document in a minimum amount of $1,000,000 evidenced by any Revolving Note then held by that Lender, together with equivalent proportions of its Revolving Commitment and any Term Note then held by that Lender pursuant to written agreements executed by such assigning Lender, such Assignee(s), the Borrowers and the Agent in a form reasonably prescribed by the Agent, which agreements shall specify in each instance the portion of the Obligations evidenced by the Revolving Notes and Term Notes which is to be assigned to each Assignee and the portion of the Revolving Commitment or Term Loans of such Lender to be assumed by each Assignee (each, an “Assignment Agreement”). Upon the execution of each Assignment Agreement by the assigning Lender, the relevant Assignee, the Borrowers and the Agent, payment to the assigning Lender by such Assignee of the purchase price for the portion of the Obligations being acquired by it, (x) such Assignee lender shall thereupon become a “Lender” for all purposes of this Agreement with a pro rata share of the Revolving Commitment in the amount set forth in such Assignment Agreement and with all the rights, powers and obligations afforded a Lender under this Agreement, (y) such assigning Lender shall have no further liability for funding the portion of its Commitment assumed by such Assignee and (z) the address for notices to such Assignee shall be as specified in the Assignment Agreement executed by it. Concurrently with the execution and delivery of each Assignment Agreement, the assigning Lender shall surrender to the Agent the Revolving Note and Term Note a portion of which is being assigned, and the Borrowers shall execute and deliver a Revolving Note and Term Note to the Assignee in the amount of its Revolving Commitment and a new Revolving Note and Term Note to the assigning Lender in the amount of its Revolving Commitment, after giving effect to the reduction occasioned by such assignment, all such Notes to constitute “Revolving Notes” and “Term Notes” for all purposes of this Agreement and of the other Loan Documents.

(d) The Borrowers shall not be liable for any costs incurred by the Lenders in effecting any participation under subparagraph (b) of this subsection or by the Lenders in effecting any assignment under subparagraph (c) of this subsection.

(e) Each Lender may disclose to any Assignee or Participant and to any prospective Assignee or Participant any and all financial information in such Lender’s possession concerning the Loan Parties or any of their Subsidiaries or Parent Guarantor which has been delivered to such Lender by or on behalf of the Loan Parties or any of their Subsidiaries or Parent Guarantor pursuant to this Agreement or which has been delivered to such Lender by or on behalf of any Loan Party or their Subsidiaries or Parent Guarantor in connection with such Lender’s credit evaluation of the Loan Parties or the Subsidiaries or Parent Guarantor prior to entering into this Agreement, provided that prior to disclosing such information, such Lender shall first obtain the agreement of such prospective Assignee or Participant to comply with the provisions of Section 9.7.

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(f) Notwithstanding any other provision in this Agreement, any Lender may at any time create a security interest in, or pledge, all or any portion of its rights under and interest in this Agreement and any note held by it in favor of any Federal Reserve Bank in accordance with Regulation A of the Board or U.S. Treasury Regulation 31 C.F.R. § 203.14, and such Federal Reserve Bank may enforce such pledge or security interest in any manner permitted under applicable law.

Section 9.7 Confidentiality of Information. The Agent and each Lender shall use reasonable efforts to assure that information about each Loan Party and its operations, affairs and financial condition, not generally disclosed to the public or to trade and other creditors, that is furnished to the Agent or such Lender pursuant to the provisions hereof is used only for the purposes of this Agreement and any other relationship between such Lender and such Loan Party and shall not be divulged to any Person other than the Lender, their Affiliates and their respective officers, directors, employees and agents, except: (a) to their attorneys and accountants; (b) in connection with the enforcement of the rights of the Agent and the Lenders hereunder and under the Loan Documents or otherwise in connection with applicable litigation; (c) in connection with assignments and participations and the solicitation of prospective assignees and participants referred to in the immediately preceding Section; (d) if such information is generally available to the public other than as a result of disclosure by the Agent or any Lender; (e) to any direct or indirect contractual counterparty in any hedging arrangement or such contractual counterparty’s professional advisor; (f) to any nationally recognized rating agency that requires information about any Lender’s investment portfolio in connection with ratings issued with respect to such Lender; and (g) as may otherwise be required or requested by any regulatory authority having jurisdiction over the Agent or any Lender or by any applicable law, rule, regulation or judicial process, the opinion of any Lender’s counsel concerning the making of such disclosure to be binding on the parties hereto. No Lender shall incur any liability to any Loan Party or Parent Guarantor by reason of any disclosure permitted by this Section.

Section 9.8 Governing Law and Construction. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF MINNESOTA (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF). Whenever possible, each provision of this Agreement and the other Loan Documents and any other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto shall be interpreted in such manner as to be effective and valid under such applicable law, but, if any provision of this Agreement, the other Loan Documents or any other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto shall be held to be prohibited or invalid under such applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement, the other Loan Documents or any other statement, instrument or transaction contemplated hereby or thereby or relating hereto or thereto.

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Section 9.9 Jurisdiction and Venue.

(a) SUBMISSION TO JURISDICTION. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF MINNESOTA SITTING IN HENNEPIN COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE DISTRICT OF MINNESOTA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN), OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH MINNESOTA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT THE AGENT OR ANY LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY OF ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(b) Waiver of Venue. EACH PARTY HERETO IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (a) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

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(c) Service of Process(a). EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 9.4. FURTHER, TO THE EXTENT PERMITTED BY LAW, EACH LOAN PARTY AND PARENT GUARANTOR HEREBY IRREVOCABLY APPOINTS TULP 24.1, LLC (IN SUCH CAPACITY, THE “PROCESS AGENT”), WITH AN OFFICE ON THE DATE HEREOF AT C/O LENDWAY, INC., 5000 WEST 36th STREET, SUITE 220, MINNEAPOLIS, MN 55416 AS ITS AGENT TO RECEIVE ON BEHALF OF EACH LOAN PARTY AND PARENT GUARANTOR SERVICE OF THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY ACTION OR PROCEEDING. SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS TO EACH LOAN PARTY AND PARENT GUARANTOR, IN CARE OF THE PROCESS AGENT AT THE ADDRESS SPECIFIED ABOVE FOR SUCH PROCESS AGENT, AND SUCH LOAN PARTY AND PARENT GUARANTOR HEREBY IRREVOCABLY AUTHORIZES AND DIRECTS THE PROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

Section 9.10 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION..

Section 9.11 Survival of Agreement. All representations, warranties, covenants and agreement made by any Loan Party or Parent Guarantor herein or in the other Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be deemed to have been relied upon by the Lenders and shall survive the making of the Loans by the Lenders and the execution and delivery to the Lenders by each Borrower of the Notes, regardless of any investigation made by or on behalf of the Lenders, and shall continue in full force and effect as long as any Obligation is outstanding and unpaid and so long as the Commitments have not been terminated; provided, however, that the obligations of the Borrowers under Sections 9.2, 9.5, 9.12 and 9.21 shall survive payment in full of the Obligations and the termination of the Commitments.

Section 9.12 Indemnification. Each Borrower hereby agrees to defend, protect, indemnify and hold harmless the Agent and the Lenders and their respective Affiliates and the directors, officers, employees, attorneys and agents of the Agent and the Lenders and their respective Affiliates (each of the foregoing being an “Indemnitee” and all of the foregoing being collectively the “Indemnitees”) from and against any and all claims, actions, damages, liabilities, judgments, costs and expenses (including all reasonable fees and disbursements of counsel which may be incurred in the investigation or defense of any matter) imposed upon, incurred by or asserted against any Indemnitee, whether direct, indirect or consequential and whether based on any federal, state, local or foreign laws or regulations (including securities laws, environmental laws, commercial laws and regulations), under common law or on equitable cause, or on contract or otherwise:

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(a) by reason of, relating to or in connection with the execution, delivery, performance or enforcement of any Loan Document, any commitments relating thereto, or any transaction contemplated by any Loan Document; or

(b) by reason of, relating to or in connection with any credit extended or used under the Loan Documents or any act done or omitted by any Person, or the exercise of any rights or remedies thereunder, including the acquisition of any collateral by the Lenders by way of foreclosure of the Lien thereon, deed or bill of sale in lieu of such foreclosure or otherwise;

provided, however, that no Borrower shall be liable to any Indemnitee for any portion of such claims, damages, liabilities and expenses resulting from such Indemnitee’s gross negligence or willful misconduct. In the event this indemnity is unenforceable as a matter of law as to a particular matter or consequence referred to herein, it shall be enforceable to the full extent permitted by law.

This indemnification applies, without limitation, to any act, omission, event or circumstance existing or occurring on or prior to the later of the Termination Date or the date of payment in full of the Obligations, including specifically Obligations arising under clause (b) of this Section. The indemnification provisions set forth above shall be in addition to any liability any Borrower may otherwise have.

To the fullest extent permitted by applicable law, the Loan Parties and Parent Guarantor shall not assert, and the Loan Parties and Parent Guarantor hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or the use of the proceeds thereof.

Without prejudice to the survival of any other obligation of any Loan Party or Parent Guarantor hereunder, the agreements of any Loan Party and Parent Guarantor contained in this Section shall survive the payment in full of the other Obligations and the termination of the Commitments.

Section 9.13 Captions. The captions or headings herein and any table of contents hereto are for convenience only and in no way define, limit or describe the scope or intent of any provision of this Agreement.

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Section 9.14 Entire Agreement. This Agreement and the other Loan Documents embody the entire agreement and understanding between the Loan Parties, the Parent Guarantor, the Agent and the Lenders with respect to the subject matter hereof and thereof. This Agreement supersedes all prior agreements and understandings relating to the subject matter hereof. Nothing contained in this Agreement or in any other Loan Document, expressed or implied, is intended to confer upon any Persons other than the parties hereto any rights, remedies, obligations or liabilities hereunder or thereunder.

Section 9.15 Counterparts; Integration; Effectiveness; Electronic Execution.

(a) This Agreement may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents, and any separate letter agreements with respect to fees payable to the Agent, constitute the entire contract among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Article III, this Agreement shall become effective when it has been executed by the Agent and when the Agent has received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this Agreement or any other Loan Document by facsimile or in electronic (i.e., “pdf” or “tif”) format shall be effective as delivery of a manually executed counterpart of this Agreement or such other Loan Document.

(b) Electronic Execution of Assignments. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including E-SIGN, or any other similar state laws based on UETA.

(c) Document Imaging; Telecopy and PDF Signatures; Electronic Signatures. Without notice to or consent of the Borrowers, the Agent may create electronic images of any Loan Documents and destroy paper originals of any such imaged documents. Such images have the same legal force and effect as the paper originals and are enforceable against the Borrowers and any other parties thereto. The Agent may convert any Loan Document into a “transferrable record” as such term is defined under, and to the extent permitted by, UETA, with the image of such instrument in the Agent’s possession constituting an “authoritative copy” under UETA. If the Agent agrees, in its sole discretion, to accept delivery by telecopy or PDF of an executed counterpart of a signature page of any Loan Document or other document required to be delivered under the Loan Documents, such delivery will be valid and effective as delivery of an original manually executed counterpart of such document for all purposes. If the Agent agrees, in its sole discretion, to accept any electronic signatures of any Loan Document or other document required to be delivered under the Loan Documents, the words “execution,” “signed,” and “signature,” and words of like import, in or referring to any document so signed will deemed to include electronic signatures and/or the keeping of records in electronic form, which will be of the same legal effect, validity and enforceability as a manually executed signature and/or the use of a paper-based recordkeeping system, to the extent and as provided for in any applicable law, including UETA, E-SIGN, or any other state laws based on, or similar in effect to, such acts. The Agent may rely on any such electronic signatures without further inquiry

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Section 9.16 Loan Party Acknowledgements. Each Loan Party and Parent Guarantor hereby acknowledges that (a) it has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents, (b) neither the Agent nor any Lender has any fiduciary relationship to any Loan Party or Parent Guarantor, the relationship being solely that of debtor and creditor, (c) no joint venture exists between any Loan Party or Parent Guarantor and the Agent or any Lender, and (d) neither the Agent nor any Lender undertakes any responsibility to any Loan Party or Parent Guarantor to review or inform any Loan Party or Parent Guarantor of any matter in connection with any phase of the business or operations of any Loan Party or Parent Guarantor and any Loan Party and Parent Guarantor shall rely entirely upon its own judgment with respect to its business, and any review, inspection or supervision of, or information supplied to, any Loan Party or Paring Guarantor by the Agent or any Lender is for the protection of the Lenders and no Loan Party nor Parent Guarantor nor any third party is entitled to rely thereon.

Section 9.17 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Loan, together with all fees, charges and other amounts that are treated as interest on such Loan under applicable law (collectively, the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by the Lender holding such Loan in accordance with applicable law, the rate of interest payable in respect of such Loan hereunder, together with all Charges payable in respect thereof, shall be limited to the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Loan but were not payable as a result of the operation of this Section shall be cumulated and the interest and Charges payable to such Lender in respect of other Loans or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such Lender.

Section 9.18 Independence of Covenants. All covenants hereunder shall be given independent effect so that if a particular action or condition is not permitted by any of such covenants, the fact that it would be permitted by an exception to, or be otherwise within the limitations of, another covenant shall not avoid an Event of Default or Default if such action is taken or condition exists.

Section 9.19 Payments Set Aside. To the extent that any payment by or on behalf of any Loan Party or Parent Guarantor is made to the Agent or any Lender, or the Agent or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any bankruptcy or insolvency law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such setoff had not occurred, and (b) each Lender severally agrees to pay to the Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by the Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Loan Parties, the Parent Guarantor and the Lenders under this Section shall survive the payment in full of the Obligations and the termination of the Commitments.

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Section 9.20 USA PATRIOT Act. Each Lender and the Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties and Guarantor that pursuant to the requirements of the PATRIOT Act, it is required to obtain, verify and record information that identifies the Loan Parties and Parent Guarantor, which information includes the name and address of the Loan Parties and Parent Guarantor and other information that will allow the Lender or the Agent, as applicable, to identify the Loan Parties and Parent Guarantor in accordance with the PATRIOT Act. The Loan Parties and Parent Guarantor shall, promptly following a request by the Agent or any Lender, provide all documentation and other information that the Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” an anti-money laundering rules and regulations, including the PATRIOT Act.

Section 9.21 Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due from any Loan Party or Parent Guarantor hereunder in the currency expressed to be payable herein (the “specified currency”) into another currency, the parties hereto agree, to the fullest extent that they can effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Agent could purchase the specified currency with such other currency at the Agent’s offices on the Business Day preceding that on which final, non-appealable judgment is given. The obligations of any Loan Party or Parent Guarantor in respect of any sum due to any Lender or the Agent hereunder shall, notwithstanding any judgment in a currency other than the specified currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Agent (as the case may be) of any sum adjudged to be so due in such other currency such Lender or the Agent (as the case may be) can in accordance with normal, reasonable banking procedures purchase the specified currency with such other currency. If the amount of the specified currency so purchased is less than the sum originally due to such Lender or the Agent, as the case may be, in the specified currency, each Loan Party and Parent Guarantor agrees, to the fullest extent that it can effectively do so, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Agent, as the case may be, against such loss, and if the amount of the specified currency so purchased exceeds (a) the sum originally due to any Lender or the Agent, as the case may be, in the specified currency and (b) any amounts shared with other Lenders as a result of allocations of such excess as a disproportionate payment to such Lender under Section 8.11, such Lender or the Agent, as the case may be, agrees to remit such excess to the Borrowers.

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Section 9.22 Erroneous Payment.

(a) If the Agent (x) notifies a Lender or any Person who has received funds on behalf of a Lender (any such Lender or other recipient (and each of their respective successors and assigns), a “Payment Recipient”) that the Agent has determined in its sole discretion (whether or not after receipt of any notice under immediately succeeding clause (b)) that any funds (as set forth in such notice from the Agent) received by such Payment Recipient from the Agent or any of its Affiliates were erroneously or mistakenly transmitted to, or otherwise erroneously or mistakenly received by, such Payment Recipient (whether or not known to such Lender or other Payment Recipient on its behalf) (any such funds, whether transmitted or received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise, individually and collectively, an “Erroneous Payment”) and (y) demands in writing the return of such Erroneous Payment (or a portion thereof) (provided, that, without limiting any other rights or remedies (whether at law or in equity), the Agent may not make any such demand under this clause (a) with respect to an Erroneous Payment unless such demand is made within 5 Business Days of the date of receipt of such Erroneous Payment by the applicable Payment Recipient), such Erroneous Payment shall at all times remain the property of the Agent pending its return or repayment as contemplated below in this Section 9.24 and held in trust for the benefit of the Agent, and such Lender shall (or, with respect to any Payment Recipient who received such funds on its behalf, shall cause such Payment Recipient to) promptly, but in no event later than two Business Days thereafter (or such later date as the Agent may, in its sole discretion, specify in writing), return to the Agent the amount of any such Erroneous Payment (or portion thereof) as to which such a demand was made, in same day funds (in the currency so received), together with interest thereon (except to the extent waived in writing by the Agent) in respect of each day from and including the date such Erroneous Payment (or portion thereof) was received by such Payment Recipient to the date such amount is repaid to the Agent in same day funds at the greater of the Federal Funds Rate and a rate determined by the Agent in accordance with banking industry rules on interbank compensation from time to time in effect. A notice of the Agent to any Payment Recipient under this clause (a) shall be conclusive, absent manifest error.

(b) Without limiting immediately preceding clause (a), each Lender or any Person who has received funds on behalf of a Lender(and each of their respective successors and assigns), agrees that if it receives a payment, prepayment or repayment (whether received as a payment, prepayment or repayment of principal, interest, fees, distribution or otherwise) from the Agent (or any of its Affiliates) (x) that is in a different amount than, or on a different date from, that specified in this Agreement or in a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates) with respect to such payment, prepayment or repayment, (y) that was not preceded or accompanied by a notice of payment, prepayment or repayment sent by the Agent (or any of its Affiliates), or (z) that such Lender or other such recipient, otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part), then in each such case:

(i) it acknowledges and agrees that (A) in the case of immediately preceding clauses (x) or (y), an error and mistake shall be presumed to have been made (absent written confirmation from the Agent to the contrary) or (B) an error and mistake has been made (in the case of immediately preceding clause (z)), in each case, with respect to such payment, prepayment or repayment; and

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(ii) such Lender shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause any other recipient that receives funds on its respective behalf to) promptly (and, in all events, within one Business Day of its knowledge of the occurrence of any of the circumstances described in immediately preceding clauses (x), (y) and (z)) notify the Agent of its receipt of such payment, prepayment or repayment, the details thereof (in reasonable detail) and that it is so notifying the Agent pursuant to this Section 9.24(b).

For the avoidance of doubt, the failure to deliver a notice to the Agent pursuant to this Section 9.24(b) shall not have any effect on a Payment Recipient’s obligations pursuant to Section 9.24(a) or on whether or not an Erroneous Payment has been made.

(c) Each Lender hereby authorizes the Agent to set off, net and apply any and all amounts at any time owing to such Lender under any Loan Document, or otherwise payable or distributable by the Agent to such Lender under any Loan Document with respect to any payment of principal, interest, fees or other amounts, against any amount that the Agent has demanded to be returned under immediately preceding clause (a).

(d) The parties hereto agree that (x) irrespective of whether the Agent may be equitably subrogated, in the event that an Erroneous Payment (or portion thereof) is not recovered from any Payment Recipient that has received such Erroneous Payment (or portion thereof) for any reason, the Agent shall be subrogated to all the rights and interests of such Payment Recipient (and, in the case of any Payment Recipient who has received funds on behalf of a Lender, to the rights and interests of such Lender, as the case may be) under the Loan Documents with respect to such amount (the “Erroneous Payment Subrogation Rights”) and (y) an Erroneous Payment shall not pay, prepay, repay, discharge or otherwise satisfy any Obligations owed by the Borrowers; provided that this Section 9.24 shall not be interpreted to increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date for), the Obligations of the Borrowers relative to the amount (and/or timing for payment) of the Obligations that would have been payable had such Erroneous Payment not been made by the Agent; provided, further, that for the avoidance of doubt, immediately preceding clauses (x) and (y) shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of such Erroneous Payment that is, comprised of funds received by the Agent from, or on behalf of (including through the exercise of remedies under any Loan Document), the Borrowers for the purpose of a payment on the Obligations.

(e) To the extent permitted by Applicable Law, no Payment Recipient shall assert any right or claim to an Erroneous Payment, and hereby waives, and is deemed to waive, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by the Agent for the return of any Erroneous Payment received, including, without limitation, any defense based on “discharge for value” or any similar doctrine.

Each party’s obligations, agreements and waivers under this Section 9.24 shall survive the resignation or replacement of the Agent, any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments and/or the repayment, satisfaction or discharge of all Obligations (or any portion thereof) under any Loan Document.

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Section 9.23 Dutch Loan Party. If any Loan Party organized under the laws of the Netherlands, is represented by an attorney in connection with the signing and/or execution of this Agreement and other Loan Documents (including by way of accession to this Agreement or any other agreement, deed or document referred to in or made pursuant to this Agreement and the other Loan Documents), it is hereby expressly acknowledged and accepted by the other parties to this Agreement that the existence and extent of the attorney’s authority and the effects of the attorney’s exercise or purported exercise of his or her authority shall be governed by the laws of the Netherlands.

ARTICLE X

GUARANTIES

Section 10.1 The Guaranties. To induce the Lenders to provide the credits described herein and in consideration of benefits expected to accrue to the Borrowers by reason of the Commitments and for other good and valuable consideration, receipt of which is hereby acknowledged, each Guarantor party hereto (including any Person executing an Additional Guarantor Supplement in the form attached hereto as Exhibit H or such other form acceptable to the Agent) and the Borrowers (as to the Obligations of each other Borrower and Loan Party) hereby unconditionally and irrevocably guarantees jointly and severally to the Agent, the Lenders and their Affiliates, the due and punctual payment of all present and future Obligations, including, but not limited to, the due and punctual payment of principal of and interest on the Loans, and the due and punctual payment of all other Obligations now or hereafter owed by the Borrowers under the Loan Documents and the due and punctual payment of all Rate Protection Obligations and obligations with respect to Cash Management Services, in each case as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, according to the terms hereof and thereof (including all interest, costs, fees, and charges after the entry of an order for relief against the Borrowers or such other obligor in a case under the United States Bankruptcy Code or any similar proceeding, whether or not such interest, costs, fees and charges would be an allowed claim against the Borrowers or any such obligor in any such proceeding); provided, however, that, with respect to any Guarantor, the Rate Protection Obligations guaranteed by such Guarantor shall exclude all Excluded Swap Obligations. In case of failure by the Borrowers or other obligor punctually to pay any Obligations, each Guarantor hereby unconditionally agrees to make such payment or to cause such payment to be made punctually as and when the same shall become due and payable, whether at stated maturity, by acceleration, or otherwise, and as if such payment were made by any Borrower or such obligor.

Section 10.2 Guarantee Unconditional. The obligations of each Guarantor under this Section 11 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged, or otherwise affected by:

(a) any extension, renewal, settlement, compromise, waiver, or release in respect of any obligation of any Loan Party or other obligor or of any other guarantor under this Agreement or any other Loan Document or by operation of law or otherwise;

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(b) any modification or amendment of or supplement to this Agreement or any other Loan Document or any agreement relating to Rate Protection Obligations or Cash Management Services;

(c) any change in the corporate existence, structure, or ownership of, or any insolvency, bankruptcy, reorganization, or other similar proceeding affecting, any Loan Party or other obligor, any other guarantor, or any of their respective assets, or any resulting release or discharge of any obligation of any Loan Party or other obligor or of any other guarantor contained in any Loan Document;

(d) the existence of any claim, set‑off, or other rights which any Loan Party or other obligor or any other guarantor may have at any time against the Agent, any Lender, or any other Person, whether or not arising in connection herewith;

(e) any failure to assert, or any assertion of, any claim or demand or any exercise of, or failure to exercise, any rights or remedies against any Loan Party or other obligor, any other guarantor, or any other Person or Property;

(f) any application of any sums by whomsoever paid or howsoever realized to any obligation of any Loan Party or other obligor, regardless of what obligations of any Loan Party or other obligor remain unpaid;

(g) any invalidity or unenforceability relating to or against any Loan Party or other obligor or any other guarantor for any reason of this Agreement or of any other Loan Document or any agreement relating to Rate Protection Obligations or Cash Management Services or any provision of applicable law or regulation purporting to prohibit the payment by any Loan Party or other obligor or any other guarantor of the principal of or interest on any Loan or any other amount payable under the Loan Documents or any agreement relating to Rate Protection Obligations or Cash Management Services; or

(h) any other act or omission to act or delay of any kind by the Agent, any Lender, or any other Person or any other circumstance whatsoever that might, but for the provisions of this subsection, constitute a legal or equitable discharge of the obligations of the Borrowers or any Guarantor under this Article X.

Section 10.3 Discharge Only upon Payment in Full; Reinstatement in Certain Circumstances. The Borrowers’ and each Guarantor’s obligations under this Article 10 shall remain in full force and effect until the Commitments are terminated, all Letters of Credit have expired, and the principal of and interest on the Loans and all other amounts payable by the Borrowers and the other Loan Parties under this Agreement and all other Loan Documents and, if then outstanding and unpaid, all Rate Protection Obligations and obligations in connection with Cash Management Services shall have been paid in full. If at any time any payment of the principal of or interest on any Loan or any other amount payable by any Loan Party or other obligor or any guarantor under the Loan Documents or any agreement relating to Rate Protection Obligations or agreements with respect to Cash Management Agreements is rescinded or must be otherwise restored or returned upon the insolvency, bankruptcy, or reorganization of such Loan Party or other obligor or of any guarantor, or otherwise, the Borrowers’ and each Guarantor’s obligations under this Article 11 with respect to such payment shall be reinstated at such time as though such payment had become due but had not been made at such time.

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Section 10.4 Subrogation. Each Borrower and each Guarantor agrees it will not exercise any rights which it may acquire by way of subrogation by any payment made hereunder, or otherwise, until all the Obligations shall have been paid in full subsequent to the termination of all the Commitments. If any amount shall be paid to a Loan Party on account of such subrogation rights at any time prior to the later of (x) the payment in full of the Obligations and all other amounts payable by the Loan Parties hereunder and the other Loan Documents and (y) the termination of the Commitments and expiration of all Letters of Credit, such amount shall be held in trust for the benefit of the Agent, the Lenders and their Affiliates and shall forthwith be paid to the Agent for the benefit of the Lenders (and their Affiliates) or be credited and applied upon the Obligations, whether matured or unmatured, in accordance with the terms of this Agreement.

Section 10.5 Subordination. Each Borrower and each Guarantor (each referred to herein as a “Subordinated Creditor”) hereby subordinates the payment of all indebtedness, obligations, and liabilities of each and any other Loan Party owing to such Subordinated Creditor, whether now existing or hereafter arising, to the indefeasible payment in full in cash of all Obligations. During the existence of any Event of Default, subject to Section 10.4, any such indebtedness, obligation, or liability of the other Loan Party owing to such Subordinated Creditor shall be enforced and performance received by such Subordinated Creditor as trustee for the benefit of the holders of the Obligations and, at the request of the Agent, the proceeds thereof shall be paid over to the Agent for application to the Obligations (whether or not then due), but without reducing or affecting in any manner the liability of such Loan Party under this Article X.

Section 10.6 Waivers. The Borrowers and each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest, and any notice not provided for herein, as well as any requirement that at any time any action be taken by the Agent, any Lender, or any other Person against any other Loan Party or other obligor, another guarantor, or any other Person.

Section 10.7 Limit on Recovery. Notwithstanding any other provision hereof, the right of recovery against each Loan Party under this Article 10 shall not exceed $1.00 less than the lowest amount which would render such Loan Party’s obligations under this Article 10 void or voidable under applicable law, including, without limitation, fraudulent conveyance law.

Section 10.8 Stay of Acceleration. If acceleration of the time for payment of any amount payable by any Borrower or other Loan Party or other obligor under this Agreement or any other Loan Document, or under any agreement relating to Rate Protection Obligations or Cash Management Services, is stayed upon the insolvency, bankruptcy or reorganization of any Borrower or other Loan Party or obligor, all such amounts otherwise subject to acceleration under the terms of this Agreement or the other Loan Documents, or under any agreement relating to Rate Protection Obligations or Cash Management Services, shall nonetheless be payable by the Loan Parties hereunder forthwith on demand by the Agent made at the request or otherwise with the consent of the Required Lenders.

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Section 10.9 Benefit to Borrowers and Guarantors. The Loan Parties are engaged in related businesses and integrated to such an extent that the financial strength and flexibility of the Borrowers and the other Loan Parties has a direct impact on the success of each other Loan Party. The Borrowers and each Guarantor will derive substantial direct and indirect benefit from the extensions of credit hereunder, and the Borrowers and each Guarantor acknowledges that its obligations hereunder and this guarantee is necessary or convenient to the conduct, promotion and attainment of its business.

Section 10.10 Revocation. Notwithstanding any other provision hereof, a Guarantor may revoke this Guaranty as to such Guarantor prospectively as to future transactions by written notice to that effect actually received by the Agent and each Lender. No such revocation shall release, impair or affect in any manner any liability hereunder with respect to Obligations created, contracted, assumed or incurred prior to receipt by the Agent and each Lender of written notice of revocation, or Obligations created, contracted, assumed or incurred after receipt of such notice pursuant to any contract entered into by the Agent or any Lender prior to receipt of such notice, or any renewals or extensions thereof, theretofore or thereafter made, or any interest accrued or accruing on such Obligations, or all other costs, expenses and reasonable attorneys’ fees arising from such Obligations.

Section 10.11 Keepwell. Each Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its obligations under this Guaranty in respect of Swap Obligations (provided, however, that each Qualified ECP Guarantor shall only be liable under this Section for the maximum amount of such liability that can be hereby incurred without rendering its obligations under this Section, or otherwise under this Guaranty, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified ECP Guarantor under this Section shall remain in full force and effect until discharged in accordance with Section 11.3. Each Qualified ECP Guarantor intends that this Section constitute, and this Section shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of each other Loan Party for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.

Section 10.12 Conditional Release of Parent Guarantor. Upon the occurrence of the Release Conditions (as defined below), the Parent Guarantor’s obligations under this Article X are hereby automatically and irrevocably released and discharged. The parties understand that any release or discharge of the Parent Guarantor’s obligations described in the preceding sentence shall not release or discharge (a) the Parent Guarantor’s obligations under any Security Documents (if any) to which the Parent Guarantor is a party (which Security Documents shall remain in full force and effect) and (b) the Loan Parties’ obligations under any of the Loan Documents (which Loan Documents shall remain in full force and effect). For purposes of this Section, the term “Release Conditions” means (a) either (i) the Subordinated Debt (Seller Note) has been paid in full in cash in a manner permitted by the Subordination Agreement (Seller Notes) or (ii) the Parent Guarantor’s guaranty of the obligations under the Subordinated Debt (Seller Note) and the Subordinated Debt Agreements (Seller Note) has been effectively released and discharged in writing by the obligees of the Subordinated Debt (Seller Note), (b) no Event of Default is continuing and (c) the Loan Parties shall have delivered to the Agent a certificate signed by an officer of the Loan Parties certifying that the events described in clauses (a) and (b) above have occurred.

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ARTICLE XI

JOINT AND SEVERAL

Section 11.1 Joint and Several Liability. Each Borrower agrees that it is jointly and severally liable for all Obligations and all agreements hereunder and under the Loan Documents. As such, each Borrower agrees that it is a guarantor of each other Borrower’s obligations and liabilities hereunder and under the other Loan Documents.

Section 11.2 Direct Liability. Nothing contained in this Article 11 shall limit the liability of any Borrower to pay Loans made directly or indirectly to that Borrower (including Loans advanced to any other Borrower and then re‑loaned or otherwise transferred to, or for the benefit of, such Borrower) and all accrued interest, fees, expenses and other related Obligations with respect thereto, for which such Borrower shall be primarily liable for all purposes hereunder.

Section 11.3 Joint Enterprise. Each Borrower has requested that Agent and the Lenders make this credit facility available to Borrowers on a combined basis, in order to finance Borrowers’ business most efficiently and economically. Borrowers’ business is a mutual and collective enterprise, and the successful operation of each Borrower is dependent upon the successful performance of the integrated group. Borrowers believe that consolidation of their credit facility will enhance the borrowing power of each Borrower and ease administration of the facility, all to their mutual advantage. Borrowers acknowledge that Agent’s and Lenders’ willingness to extend credit and to administer the Collateral and the Foreign Collateral on a combined basis hereunder is done solely as an accommodation to Borrowers and at Borrowers’ request.

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S-1

Credit Agreement

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written.

BORROWER: TULP 24.1, LLC, as a Borrower
By:	/s/ Randy Uglem
Name:	Randy Uglem
Title:	Chief Executive Officer
GUARANTORS: LENDWAY, INC., as Parent Guarantor
By:	/s/ Randy Uglem
Name:	Randy Uglem
Title:	Chief Executive Officer
TULIPA ACQUISITIE HOLDING B.V., as a Guarantor
By:	/s/ Durk van der Zee
Name:	Durk van der Zee
Title:	Authorized Signatory
BLOOMIA B.V. (effective immediately upon the consummation of the Acquisition (Bloomia)), as a Guarantor
By:	/s/ Durk van der Zee
Name:	Durk van der Zee
Title:	Authorized Signatory
FRESH TULIPS USA, LLC (effective immediately upon the consummation of the Acquisition (Bloomia)), as a Guarantor
By:	/s/ Werner F. Jansen
Name:	Werner F. Jansen
Title:	Chief Executive Officer

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Address for the Borrowers and the Guarantors:

Tulp 24.1, LLC

c/o Lendway, Inc.

5000 West 36th Street, Suite 220

Minneapolis, MN 55416

Attn: Randy Uglem

Email: 

With a copy to (which shall not constitute notice):

Faegre Drinker Biddle & Reath LLP

2200 Wells Fargo Center, 90 South Seventh Street

Minneapolis, Minnesota 55402, USA

Attn: Nicole Leimer

Email:

S-2

Credit Agreement

ASSOCIATED BANK, N.A., as Agent and as a Lender
By:	/s/ Nicholas G. Myers
Name:	Nicholas G. Myers
Title:	Senior Vice President

Address for Associated Bank, N.A.:

202 Snelling Ave N

St Paul, MN 55104

Attn: Nicholas Myers

Fax: (612) 338-3950

With a copy to (which shall not constitute notice):

Dorsey & Whitney LLP

50 South Sixth St, Suite 1500

Minneapolis, MN 55402

Attn: Peter Harris

Fax: (612) 340-2643

S-3

Credit Agreement

EXHIBIT A TO

CREDIT AGREEMENT

FORMULA FOR

BORROWING BASE

1. Borrowing Base. The “Borrowing Base” as of any date of determination shall be (a) 80% of the face amount of Eligible Accounts and (b) 50% of the lower of cost (determined on a first-in, first-out basis) or market value of Eligible Inventory.

2. Definitions. Capitalized terms used herein which are defined in the Credit Agreement are used herein with the respective meanings attributed thereto in the Credit Agreement. In addition, for the purposes of this Exhibit and for determining the Borrowing Base, the following terms shall have the following respective meanings:

“Eligible Accounts”: the right of the Borrowers and their Domestic Subsidiaries to receive payment for goods sold or services rendered, provided such right to payment:

(a) has arisen out of the sale of goods or the performance of services by the Borrowers and their Domestic Subsidiaries within the United States, or, if such goods are sold or services performed outside the United States, is backed by a letter of credit issued or confirmed by a bank chartered under the laws of the United States or of any State;

(b) is the valid, binding and legally enforceable obligation of the obligor and such right to payment has not been subordinated by the Borrowers and their Domestic Subsidiaries to any other claim against the obligor and such obligor is not (i) any Borrower, a Subsidiary, or an Affiliate of any Borrower or Subsidiary, (ii) a Person that is a shareholder, director, officer or employee of any Borrower or Subsidiary, (iii) a debtor under any proceeding under the Bankruptcy Code or comparable provision of state or foreign law, (iv) an assignor for the benefit of creditors, (v) the United States or any department, agency or instrumentality thereof unless the Borrowers have complied with the Assignment of Claims Act to the satisfaction of the Agent, (vi) a state or political subdivision (including, without limitation, any municipality, county, city or school district) or any department, agency or instrumentality thereof if the laws of such state restrict or prohibit the assignability of such rights to payment unless the Borrowers have complied with all applicable laws or regulations that would permit such assignment;

(c) is assignable;

(d) is subject to a perfected first security interest in favor of the Agent and is free and clear of any other Lien other than Permitted Liens;

(e) is not subject to any claimed offset, counterclaim or other defense with respect thereto (but only to the extent of such claimed offset, counterclaim or other defense);

A-1

(f) is not owed by an obligor who is obligated on accounts, the aggregate outstanding unpaid balance of which exceeds any credit limits reasonably established for such obligor by the Agent;

(g) is evidenced by a final invoice that has been transmitted to the relevant obligor;

(h) is not unpaid more than 90 days from the date of the relevant invoice;

(i) is not owed by an obligor who is obligated on accounts owed to the Borrowers or their Domestic Subsidiaries more than 25% of the aggregate unpaid balance of which remains unpaid for longer than the relevant period specified in clause (h) above;

(j) (i) does not arise from the sale of goods or performance of services in the ordinary course of business, (ii) does not represent a progress billing, retainage or a bonded account, (iii) is not contingent upon such Borrower’s and such Domestic Subsidiaries completion of any further performance, (iv) represents a sale on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, consignment (as defined in Section 9-102(20) of the Uniform Commercial Code), cash-on-delivery or any other repurchase or return basis (it being understood that accounts that satisfy each of the other eligibility requirements herein shall not be disqualified from being included in the Borrowing Base solely as a result of any end user’s ability to return inventory to Borrower under Borrower’s return policies the ordinary course of business) or (v) relates to payments of interest, finance charges or late charges; and

(k) is not, as reasonably determined by the Agent in its Permitted Discretion, uncollectible, difficult to collect or otherwise disqualified;

provided, that the Agent shall, notwithstanding the foregoing, have the right, in the reasonable exercise of its Permitted Discretion, to establish reserves against the aggregate amount of Eligible Accounts.

“Eligible Inventory”: all inventory held by the Borrowers and their Domestic Subsidiaries as raw materials or finished product held for sale in the ordinary course of business (excluding work in process and supplies) and which:

(a) is subject to a perfected, first priority security interest in favor of the Agent free and clear of all other Liens other than Permitted Liens;

(b) is located at one of the Borrowers or their Domestic Subsidiaries’ business locations in the United States set forth in the US Security Agreement;

(c) is not so identified to a contract to sell that it is evidenced by an account;

(d) is of good and merchantable quality free from any defects which would affect the market value thereof;

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(e) is not, as reasonably determined by the Agent, nonsaleable in the ordinary course of the Borrowers’ or its Domestic Subsidiary’s business;

(f) is insured against loss or damage in accordance with the provisions of the US Security Agreement;

(g) is not subject to or covered by a negotiable document of title, including, without limitation, negotiable warehouse receipts and negotiable bills of lading; and

(i) is not a product that has been discontinued by the manufacturer or by the vendor from which the Borrowers or such Domestic Subsidiary purchased such inventory;

provided, that the Agent shall, notwithstanding the foregoing, have the right, in the reasonable exercise of its Permitted Discretion, to establish reserves against the aggregate amount of Eligible Inventory.

“Permitted Discretion” means a determination made by the Agent in its commercially reasonable credit or business judgment (from the perspective of a secured asset-based lender) exercised in good faith.

A-3

EXHIBIT H

ADDITIONAL GUARANTOR SUPPLEMENT

 ___

To: Associated Bank, N.A., as Agent for the Lenders party to the Credit Agreement, dated as of February 20, 2024, by and among Tulp 24.1, LLC (together with each other Person party thereto as a Borrower, each individually as a “Borrower”, and collectively as the “Borrowers”), the Guarantors party thereto, the Lenders party thereto, and Associated Bank, N.A., as Agent (as extended, renewed, amended or restated from time to time, the “Credit Agreement”)

Ladies and Gentlemen:

Reference is made to the Credit Agreement described above.  Terms not defined herein which are defined in the Credit Agreement shall have for the purposes hereof the meaning provided therein.

The undersigned, [name of Subsidiary Guarantor], a [jurisdiction of incorporation or organization] hereby elects to be a “Guarantor” for all purposes of the Credit Agreement, effective from the date hereof.  The undersigned confirms that the representations and warranties set forth in Section 4 of the Credit Agreement are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as to the undersigned as of the date hereof (except to the extent such representations and warranties relate to an earlier date, in which case they are true and correct in all material respects (where not already qualified by materiality, otherwise in all respects) as of such earlier date) and the undersigned shall comply with each of the covenants set forth in Sections 6 and 7 of the Credit Agreement applicable to it.

Without limiting the generality of the foregoing, the undersigned hereby agrees to perform all the obligations of a Guarantor under, and to be bound in all respects by the terms of, the Credit Agreement, including without limitation Article X thereof, to the same extent and with the same force and effect as if the undersigned were a signatory party thereto.  

H-1

The undersigned acknowledges that this Agreement shall be effective upon its execution and delivery by the undersigned to the Agent, and it shall not be necessary for the Agent, any Lender, or any of their Affiliates entitled to the benefits hereof, to execute this Agreement or any other acceptance hereof.  This Agreement shall be construed in accordance with and governed by the laws of the state of Minnesota, without giving effect to conflict of laws principles.

	Very truly yours, [Name of Subsidiary Guarantor]
	By:
	Name
Title

H-2

SCHEDULE 1.1(a)

COMMITMENTS

Lender	Revolving Commitment	Term Commitment
Associated Bank, N.A.	$6,000,000	$18,000,000

EX-10.4

EXHIBIT 10.4

AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

among

TULP 24.1, LLC

and

THE MEMBERS NAMED HEREIN

dated as of

February 22, 2024

TABLE OF CONTENTS

	Page
ARTICLE I DEFINITIONS	5
Section 1.01 Definitions.	5
Section 1.02 Interpretation.	14
ARTICLE II ORGANIZATION	14
Section 2.01 Formation.	14
Section 2.02 Name.	14
Section 2.03 Principal Office.	14
Section 2.04 Registered Office; Registered Agent.	15
Section 2.05 Purpose; Powers.	15
Section 2.06 Term.	15
ARTICLE III CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS	15
Section 3.01 Initial Capital Contributions.	15
Section 3.02 Additional Capital Contributions.	15
Section 3.03 Maintenance of Capital Accounts.	15
Section 3.04 Succession Upon Transfer.	16
Section 3.05 Negative Capital Accounts.	16
Section 3.06 No Withdrawals from Capital Accounts.	16
Section 3.07 Loans From Members.	16
Section 3.08 Modifications.	16
Section 3.09 Pre-Emptive Rights	17
ARTICLE IV MEMBERS	18
Section 4.01 Admission of New Members.	18
Section 4.02 No Personal Liability.	18
Section 4.03 No Withdrawal.	19
Section 4.04 No Interest in Company Property.	19
Section 4.05 [Reserved.]	19
Section 4.06 Protection of Confidential Information	19
Section 4.07 Restrictive Covenants	20
Section 4.08 Right of First Opportunity	21
Section 4.09 Pledge of Interests	21
Section 4.10 Limitation on Article 8 Opt-In.	22

2

ARTICLE V ALLOCATIONS	22
Section 5.01 Allocation of Net Income and Net Loss.	22
Section 5.02 Regulatory and Special Allocations.	22
Section 5.03 Tax Allocations.	23
Section 5.04 Allocations in Respect of Transferred Membership Interests.	24
ARTICLE VI DISTRIBUTIONS	24
Section 6.01 Distributions of Cash Flow and Capital Proceeds.	24
Section 6.02 Tax Distributions	24
Section 6.03 Limitations on Distributions	25
Section 6.04 Tax Withholding; Withholding Advances.	25
Section 6.05 Distributions in Kind.	26
ARTICLE VII MANAGEMENT	26
Section 7.01 Management of the Company.	26
Section 7.02 Officers.	26
Section 7.03 [Action Without Meeting.	27
Section 7.04 Compensation and Reimbursement of Managing Member.	27
ARTICLE VIII EXCULPATION AND INDEMNIFICATION	27
Section 8.01 Exculpation of Covered Persons.	27
Section 8.02 Liabilities and Duties of Covered Persons.	27
Section 8.03 Indemnification.	28
Section 8.04 Survival.	30
ARTICLE IX TRANSFER	30
Section 9.01 Restrictions on Transfer.	30
Section 9.02 Permitted Transfers.	31
Section 9.03 Drag-Along Rights.	31
Section 9.04 Tag-Along Rights.	33
Section 9.05 Call Rights.	36

3

ARTICLE X ACCOUNTING; TAX MATTERS	38
Section 10.01 Income Tax Status.	38
Section 10.02 Tax Matters Representative.	38
Section 10.03 Tax Returns.	39
Section 10.04 Company Funds.	39
ARTICLE XI DISSOLUTION AND LIQUIDATION	39
Section 11.01 Events of Dissolution.	39
Section 11.02 Effectiveness of Dissolution.	39
Section 11.03 Liquidation.	40
Section 11.04 Cancellation of Certificate.	40
Section 11.05 Survival of Rights, Duties and Obligations.	41
Section 11.06 Recourse for Claims.	41
ARTICLE XII MISCELLANEOUS	41
Section 12.01 Expenses.	41
Section 12.02 Further Assurances.	41
Section 12.03 Notices.	41
Section 12.04 Headings.	42
Section 12.05 Severability.	42
Section 12.06 Entire Agreement.	43
Section 12.07 Successors and Assigns.	43
Section 12.08 No Third-Party Beneficiaries.	43
Section 12.09 Amendment.	43
Section 12.10 Waiver.	43
Section 12.11 Governing Law.	43
Section 12.12 Submission to Jurisdiction.	44
Section 12.13 Waiver of Jury Trial.	44
Section 12.14 Equitable Remedies.	44
Section 12.15 [Attorneys' Fees.	44
Section 12.16 Remedies Cumulative.	44
Section 12.17 Counterparts.	44

4

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT

This Amended and Restated Limited Liability Company Agreement of Tulp 24.1, LLC, a Delaware limited liability company (the “Company”), is entered into as of February 22, 2024 (the “Effective Date”) by and among the Company, Lendway, Inc. a publicly traded company on NASDAQ, incorporated and validly existing under the Laws of the State of Delaware (the “Majority Member”), and Werner F. Jansen (the “Minority Member”).

RECITALS

WHEREAS, the Company was formed under the laws of the State of Delaware by the filing of a Certificate of Formation with the Secretary of State of Delaware (the “Secretary of State”) on January 16, 2024 (the “Certificate of Formation”) for the purposes set forth in Section 2.05 of this Agreement;

WHEREAS, at the time of formation, the Majority Member was the sole member of the Company and executed that certain Limited Liability Company Agreement of the Company dated January 17, 2024 (the “First LLC Agreement”);

WHEREAS, the Members wish to amend and restate the First LLC Agreement in its entirety, replace the First LLC Agreement with this Agreement and enter into this Agreement setting forth the terms and conditions governing the operation and management of the Company.

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I
DEFINITIONS

Section 1.01 Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings set forth in this Section 1.01:

“Adjusted Capital Account Deficit” means, with respect to any Member, the deficit balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, after giving effect to the following adjustments:

(a) crediting to such Capital Account any amount that such Member is obligated to restore or is deemed to be obligated to restore pursuant to Treasury Regulations Sections 1.704-1(b)(2)(ii)(c), 1.704-2(g)(1) and 1.704-2(i); and

(b) debiting to such Capital Account the items described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6).

“Affiliate” means, with respect to any Person, any other Person who, directly or indirectly (including through one or more intermediaries), controls, is controlled by, or is under common control with, such Person. For purposes of this definition, “control,” when used with respect to any specified Person, shall mean the power, direct or indirect, to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities or partnership or other ownership interests, by contract or otherwise; and the terms “controlling” and “controlled” shall have correlative meanings.

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“Agreement” means this Amended and Restated Limited Liability Company Agreement, as executed and as it may be amended, modified, supplemented or restated from time to time, as provided herein.

“Applicable Law” means all applicable provisions of (a) constitutions, treaties, statutes, laws (including the common law), rules, regulations, decrees, ordinances, codes, proclamations, declarations or orders of any Governmental Authority; (b) any consents or approvals of any Governmental Authority; and (c) any orders, decisions, advisory or interpretative opinions, injunctions, judgments, awards, decrees of, or agreements with, any Governmental Authority.

“Bankruptcy” means, with respect to a Member, the occurrence of any of the following: (a) the filing of an application by such Member for, or a consent to, the appointment of a trustee of such Member’s assets; (b) the filing by such Member of a voluntary petition in bankruptcy or the filing of a pleading in any court of record admitting in writing such Member’s inability to pay its debts as they come due; (c) the making by such Member of a general assignment for the benefit of such Member’s creditors; (d) the filing by such Member of an answer admitting the material allegations of, or such Member’s consenting to, or defaulting in answering a bankruptcy petition filed against such Member in any bankruptcy proceeding; or (e) the expiration of sixty (60) days following the entry of an order, judgment or decree by any court of competent jurisdiction adjudicating such Member a bankrupt or appointing a trustee of such Member’s assets.

“BBA” means the Bipartisan Budget Act of 2015.

“Book Depreciation” means, with respect to any Company asset for each Fiscal Year, the Company’s depreciation, amortization, or other cost recovery deductions determined for federal income tax purposes, except that if the Book Value of an asset differs from its adjusted tax basis at the beginning of such Fiscal Year, Book Depreciation shall be an amount which bears the same ratio to such beginning Book Value as the federal income tax depreciation, amortization, or other cost recovery deduction for such Fiscal Year bears to such beginning adjusted tax basis; provided, that if the adjusted basis for federal income tax purposes of an asset at the beginning of such Fiscal Year is zero and the Book Value of the asset is positive, Book Depreciation shall be determined with reference to such beginning Book Value using any permitted method selected by the Managing Member in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g)(3).

“Book Value” means, with respect to any Company asset, the adjusted basis of such asset for federal income tax purposes, except as follows:

(a) the initial Book Value of any Company asset contributed by a Member to the Company shall be the gross Fair Market Value of such Company asset as of the date of such contribution;

(b) immediately prior to the distribution by the Company of any Company asset to a Member, the Book Value of such asset shall be adjusted to its gross Fair Market Value as of the date of such distribution;

6

(c) the Book Value of all Company assets shall be adjusted to equal their respective gross Fair Market Values, as reasonably determined by the Members, as of the following times:

(i) the acquisition of an additional Membership Interest in the Company by a new or existing Member in consideration for more than a de minimis Capital Contribution;

(ii) the distribution by the Company to a Member of more than a de minimis amount of property (other than cash) as consideration for all or a part of such Member’s Membership Interest; and

(iii) the liquidation of the Company within the meaning of Treasury Regulations Section 1.704-1(b)(2)(ii)(g);

(d) provided, that adjustments pursuant to clauses (i) and (ii) above need not be made if the Managing Member reasonably determines that such adjustment is not necessary or appropriate to reflect the relative economic interests of the Members and that the absence of such adjustment does not adversely and disproportionately affect any Member;

(e) the Book Value of each Company asset shall be increased or decreased, as the case may be, to reflect any adjustments to the adjusted tax basis of such Company asset pursuant to Code Section 734(b) or Code Section 743(b), but only to the extent that such adjustments are taken into account in determining Capital Account balances pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(m); provided, that Book Values shall not be adjusted pursuant to this paragraph (d) to the extent that an adjustment pursuant to paragraph (c) above is made in conjunction with a transaction that would otherwise result in an adjustment pursuant to this paragraph (d); and

(f) if the Book Value of a Company asset has been determined pursuant to paragraph (a) or adjusted pursuant to paragraphs (c) or (d) above, such Book Value shall thereafter be adjusted to reflect the Book Depreciation taken into account with respect to such Company asset for purposes of computing Net Income and Net Losses.

“Business” means sourcing tulip bulbs from producers in the Netherlands, Chile and New Zealand and operating greenhouses to hydroponically grow tulips and selling those tulips in the United States of America, South-Africa and Latin America.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in the State of Delaware are authorized or required to close.

“Capital Account” has the meaning set forth in Section 3.03.

“Capital Contribution” means, for any Member, the total amount of cash and cash equivalents and the Book Value of any property contributed to the Company by such Member.

“Cause” means:

(a) Service Provider’s material failure to perform Service Provider’s job duties competently as reasonably determined by the Managing Member;

(b) gross misconduct by Service Provider which the Managing Member determines is (or will be if continued) demonstrably and materially damaging to the Company or an Affiliate of the Company;

7

(c) fraud, misappropriation, or embezzlement by Service Provider;

(d) conviction of a felony crime or a crime of moral turpitude;

(e) conduct in the course of employment that the Managing Member determines is unethical; or

(f) the material breach of this Agreement by Service Provider.

The Company shall first provide Service Provider with written notice and an opportunity to cure such breach, if curable, in the reasonable discretion of the Managing Member, and identify with specificity the action needed to cure within thirty (30) days of Service Provider’s receipt of written notice from the Company or an Affiliate of the Company.

“Certificate of Formation” has the meaning set forth in the Recitals.

“Change of Control” (i) means the sale of all or substantially all of the assets of the Company to an Independent Third Party; (ii) a sale resulting in more than 50% of the Membership Interests of the Company being held by an Independent Third Party; or (iii) a merger, consolidation, recapitalization, or reorganization of the Company with or into an Independent Third Party.

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

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

“Company Interest Rate” has the meaning set forth in Section 6.04(c).

“Company Minimum Gain” means “partnership minimum gain” as defined in Treasury Regulations Section 1.704-2(b)(2), substituting the term “Company” for the term “partnership” as the context requires.

“Competitive Activity” has the meaning set forth in Section 4.07(a).

“Competitor” has the meaning set forth in Section 4.07(a).

“Confidential Information” has the meaning set forth in Section 4.06(a).

“Control,” including the terms “controlled by” and “under common control with,” means the power to direct the affairs of a Person by reason of ownership of voting securities, by contract, or otherwise.

“Covered Person” has the meaning set forth in Section 8.01(a).

“Delaware Act” means the Delaware Limited Liability Company Act, Title 6, Chapter 18, §§ 18-101, et seq.

“Designated Individual” has the meaning set forth in 10.02(a).

“Disability” means a Member (or equity owner of a Member that is an entity if such equity owner controls the Member who has, for a period of at least six (6) continuous months been (i) considered disabled under any disability insurance policy maintained by the Company with respect to such Member (or equity owner of a Member that is an entity if such equity owner controls the Member) or (ii) if no such disability insurance policy exists, determined to be disabled for purposes of the Social Security Act.

8

“Drag-Along Member” has the meaning set forth in Section 9.03(a).

“Drag-Along Notice” has the meaning set forth in Section 9.03(b).

“Drag-Along Sale” has the meaning set forth in Section 9.03(a).

“Dragging Member” has the meaning set forth in Section 9.03(a).

“Effective Date” has the meaning set forth in the Preamble.

“Electronic Transmission” means any form of communication not directly involving the physical transmission of paper, including the use of, or participation in, one or more electronic networks or databases (including one or more distributed electronic networks or databases), that creates a record that may be retained, retrieved and reviewed by a recipient thereof and that may be directly reproduced in paper form by such a recipient through an automated process.

“Equity Security” or “Equity Securities” means (a) any share of stock, partnership or joint venture interest, membership interest, limited liability company interest, beneficial interest in a trust, or similar security or any other interest in the equity of the Company or any Subsidiary, (b) any security, debt instrument, or other interest convertible (with or without consideration) into any of the foregoing securities or other equity interests or to which any warrant, option or other right to subscribe to or purchase any of the foregoing securities or other equity interest (including convertible securities) is attached and (c) any such warrant, option or right.

“Event of Dissociation” of a Member means (a) the Bankruptcy of such Member; (b) in the case of a Member who is acting as a Member by virtue of being a trustee of a trust, the termination of the trust (but not merely the substitution of a new trustee); (c) in the case of a Member that is an organization other than a corporation, the dissolution and commencement of winding up of the separate organization; (d) in the case of a Member that is a corporation, the filing of a certificate of dissolution, or its equivalent, for the corporation or the revocation of its charter; or (e) the case of a Member that is an estate, the distribution by the fiduciary of the estate’s Membership Interests.

“Excess Tax Distribution” has the meaning set forth in Section 6.02.

“Fair Market Value” of any asset as of any date means the purchase price that a willing buyer having all relevant knowledge would pay a willing seller for such asset in an arm’s length transaction, as determined by the Managing Member.

“First LLC Agreement” has the meaning set forth in the Recitals.

“Fiscal Year” means the calendar year, unless the Company is required to have a taxable year other than the calendar year, in which case Fiscal Year shall be the period that conforms to its taxable year.

9

“Good Reason” hereunder means the initial occurrence of any of the following without a Service Provider’s consent: (a) a material and adverse change in Service Provider’s duties, title or position; (b) a reduction of fifteen percent (15%) or more by the Company or an Affiliate of the Company in Service Provider’s base salary except for across-the-board salary reductions similarly affecting all similarly situated employees of the Company or an Affiliate of the Company; or (c) a material breach by the Company of its obligations under this Agreement; provided, however, Good Reason shall not exist unless Service Provider has provided notice of the existence of the Good Reason condition within ninety (90) days of the date Service Provider learns of the condition, the Company or an Affiliate of the Company fails to reasonably cure such condition within thirty (30) days after the Company’s or an Affiliate of the Company’s receipt of such notice, and the Termination Date occurs within thirty (30) days after the expiration of the cure period.

“Governmental Authority” means any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any self-regulated organization or other non-governmental regulatory authority or quasi-governmental authority (to the extent that the rules, regulations or orders of such organization or authority have the force of law), or any arbitrator, court or tribunal of competent jurisdiction.

“Independent Third Party” means, with respect to any Member, any Person who is not an Affiliate of such Member.

“Jansen Entity” means w-euroconsultancy LLC, a Virginia limited liability company.

“Jansen Member” means W.F. Jansen, a natural person, Jansen Entity, or any Permitted Transferee who has become a Member, and “Jansen Members” means collectively, all of the foregoing Members.

“Joinder Agreement” means the joinder agreement in form and substance attached hereto as Exhibit A.

“Liquidator” has the meaning set forth in Section 11.03(a).

“Losses” has the meaning set forth in Section 8.03(a).

“Majority Member” has the meaning set forth in the preamble.

“Managing Member” means, initially, the Majority Member, or such other Member as may be designated or become the Managing Member pursuant to the terms of this Agreement.

“Minority Member” has the meaning set forth in the preamble.

“Member” means (a) the Majority Member and Minority Member and (b) each Person who is hereafter admitted as a Member in accordance with the terms of this Agreement and the Delaware Act. The Members shall constitute the “members” (as that term is defined in the Delaware Act) of the Company.

“Member Nonrecourse Debt” means “partner nonrecourse debt” as defined in Treasury Regulations Section 1.704-2(b)(4), substituting the term “Company” for the term “partnership” and the term “Member” for the term “partner” as the context requires.

“Member Nonrecourse Debt Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, equal to the Company Minimum Gain that would result if the Member Nonrecourse Debt were treated as a Nonrecourse Liability, determined in accordance with Treasury Regulations Section 1.704-2(i)(3).

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“Member Nonrecourse Deduction” means “partner nonrecourse deduction” as defined in Treasury Regulations Section 1.704-2(i), substituting the term “Member” for the term “partner” as the context requires.

“Membership Interest” means an interest in the Company owned by a Member, including such Member’s right (a) to its distributive share of Net Income, Net Losses and other items of income, gain, loss and deduction of the Company; (b) to its distributive share of the assets of the Company; (c) to vote on, consent to or otherwise participate in any decision of the Members as provided in this Agreement; and (d) to any and all other benefits to which such Member may be entitled as provided in this Agreement or the Delaware Act. The Membership Interest of each Member shall be expressed as a percentage interest and shall be the same proportion that such Member’s total Capital Contribution bears to the total Capital Contributions of all Members.

“Net Income” and “Net Loss” mean, for each Fiscal Year or other period specified in this Agreement, an amount equal to the Company’s taxable income or taxable loss, or particular items thereof, determined in accordance with Code Section 703(a) (where, for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Code Section 703(a)(1) shall be included in taxable income or taxable loss), but with the following adjustments:

(a) any income realized by the Company that is exempt from federal income taxation, as described in Code Section 705(a)(1)(B), shall be added to such taxable income or taxable loss, notwithstanding that such income is not includable in gross income;

(b) any expenditures of the Company described in Code Section 705(a)(2)(B), including any items treated under Treasury Regulations Section 1.704-1(b)(2)(iv)(I) as items described in Code Section 705(a)(2)(B), shall be subtracted from such taxable income or taxable loss, notwithstanding that such expenditures are not deductible for federal income tax purposes;

(c) any gain or loss resulting from any disposition of Company property with respect to which gain or loss is recognized for federal income tax purposes shall be computed by reference to the Book Value of the property so disposed, notwithstanding that the adjusted tax basis of such property differs from its Book Value;

(d) any items of depreciation, amortization and other cost recovery deductions with respect to Company property having a Book Value that differs from its adjusted tax basis shall be computed by reference to the property’s Book Value (as adjusted for Book Depreciation) in accordance with Treasury Regulations Section 1.704-1(b)(2)(iv)(g);

(e) if the Book Value of any Company property is adjusted as provided in the definition of Book Value, then the amount of such adjustment shall be treated as an item of gain or loss and included in the computation of such taxable income or taxable loss; and

(f) to the extent an adjustment to the adjusted tax basis of any Company property pursuant to Code Sections 732(d), 734(b) or 743(b) is required, pursuant to Treasury Regulations Section 1.704 1(b)(2)(iv)(m), to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis).

11

“Non-Competition Period” has the meaning set forth in Section 4.07(a).

“Nonrecourse Deductions” has the meaning set forth in Treasury Regulations Section 1.704-2(b).

“Nonrecourse Liability” has the meaning set forth in Treasury Regulations Section 1.704-2(b)(3).

“Non-Tax Distributions” has the meaning set forth in Section 6.02.

“Note” has the meaning set forth in Section 9.05(c).

“Officers” has the meaning set forth in Section 7.02.

“Permitted Transfer” means a Transfer of Membership Interests carried out pursuant to Section 9.02. “Permitted Transferee” means a recipient of a Permitted Transfer.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, Governmental Authority, unincorporated organization, trust, association or other entity.

“Prime Rate” means a variable interest rate equal to the prime rate as published from time to time in the “Money Rates” section of the Midwest Edition of The Wall Street Journal.

“Proposed Transferee” has the meaning set forth in Section 9.04(a).

“Regulatory Allocations” has the meaning set forth in Section 5.02(e).

“Representative” means, with respect to any Person, any and all directors, officers, employees, consultants, financial advisors, counsel, accountants and other agents of such Person.

“Repurchase Value” has the meaning set forth in Section 9.05(a).

“Revised Partnership Audit Rules” has the meaning set forth in Section 10.02(c).

“Sale Notice” has the meaning set forth in Section 9.04(b).

“Secretary of State” has the meaning set forth in the Recitals.

“Securities Act” means the Securities Act of 1933.

“Selling Member” has the meaning set forth in Section 9.04(a).

“Service Provider” means an employee, consultant or other service provider of the Company or an Affiliate of the Company who is a Member of the Company (or equity owner of a Member that is an entity if such equity owner controls the Member).

“Subsidiary” means, with respect to any Person, any other Person of which a majority of the outstanding shares or other equity interests having the power to vote for directors or comparable managers are owned, directly or indirectly, by the first Person.

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“Tag-Along Notice” has the meaning set forth in Section 9.04(c)(i).

“Tag-Along Period” has the meaning set forth in Section 9.04(c)(i).

“Tag-Along Sale” has the meaning set forth in Section 9.04(a).

“Tag-Along Member” has the meaning set forth in Section 9.04(a).

“Tax Matters Representative” has the meaning set forth in Section 10.02(a).

“Taxing Authority” has the meaning set forth in Section 6.04(b).

“Termination of Service” means the termination of a Service Provider’s provision of Services to the Company or an Affiliate of the Company, including a termination by the Company for Cause or without Cause, resignation by the Service Provider with Good Reason or without Good Reason. Notwithstanding the foregoing, the death or Disability of a Service Provider shall not be deemed a Termination of Service.

“Transfer” means to, directly or indirectly, sell, transfer, assign, pledge, encumber, hypothecate or similarly dispose of, either voluntarily or involuntarily, by operation of law or otherwise, or to enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, assignment, pledge, encumbrance, hypothecation or similar disposition of, any Membership Interests owned by a Person or any interest (including a beneficial interest or any direct or indirect economic or voting interest) in any Membership Interests owned by a Person. “Transfer” when used as a noun shall have a correlative meaning. “Transferor” and “Transferee” mean a Person who makes or receives a Transfer, respectively.

“Treasury Regulations” means the final or temporary regulations issued by the United States Department of Treasury pursuant to its authority under the Code, and any successor regulations.

“Triggering Event” means, for purposes of any Transfer of a Membership Interest pursuant to Article IX (including the indirect Transfer of Membership Interests via a change in ownership of a Member that is an entity as specifically set forth in this definition), any one of the following events, each as of the date stated herein: (i) the divorce of a Member (or equity owner of a Member that is an entity if such equity owner controls the Member) if, in connection with such divorce, the Member (or equity owner thereof) is required to Transfer all or part of his or her Membership Interest (or membership interest in the Member, in the case of an equity owner of a Member) to his or her ex-spouse as part of a divorce decree; (ii) a Member takes any action (or omission), either directly or indirectly, that results in a breach of Section 4.07 or Section 4.08 hereof; (iii) a Member purports to Transfer Membership Interests in violation of Article IX, or such Transfer is made or to be made by operation of law or pursuant to a court order or decree.

“Violation” means a breach or violation of, a default under, the acceleration of or the creation of any lien, pledge, security interest, claim, charge or other encumbrance of any nature whatsoever (with or without the giving of notice or the lapse of time, or both) pursuant to, any provision of any agreement, lease, license, contract, note, mortgage, indenture, arrangement or other obligation to which the Company is a party or by which any of its assets or properties is bound, or any law, rule, ordinance or regulation or any judgment, decree, order, award or governmental or non-governmental permit to which the Company is subject.

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“Withholding Advances” has the meaning set forth in Section 6.04(b).

Section 1.02 Interpretation. For purposes of this Agreement: (a) the words “include,” “includes” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; and (c) the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to this Agreement as a whole. The definitions given for any defined terms in this Agreement shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and gender-neutral forms. Unless the context otherwise requires, references herein: (x) to Articles, Sections, and Exhibits mean the Articles and Sections of, and Exhibits attached to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented or modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The Exhibits and Schedules referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they were set forth verbatim herein.

ARTICLE II
ORGANIZATION

Section 2.01 Formation.

(a) The Company was formed on January 16, 2024, pursuant to the provisions of the Delaware Act, upon the filing of the Certificate of Formation with the Secretary of State.

(b) This Agreement shall constitute the “limited liability company agreement” (as that term is used in the Delaware Act) of the Company. The rights, powers, duties, obligations and liabilities of the Members shall be determined pursuant to the Delaware Act and this Agreement. To the extent that the rights, powers, duties, obligations and liabilities of any Member are different by reason of any provision of this Agreement than they would be under the Delaware Act in the absence of such provision, this Agreement shall, to the extent permitted by the Delaware Act, control.

Section 2.02 Name. The name of the Company is “Tulp 24.1, LLC” or such other name or names as may be designated by the Managing Member; provided, that the name shall always contain the words “Limited Liability Company” or the abbreviation “L.L.C.” or the designation “LLC.”

Section 2.03 Principal Office. The principal office of the Company is located at 5000 West 36th Street, Suite 220, Minneapolis, Minnesota 55416, or such other place as may from time to time be determined by the Managing Member. The Managing Member shall give prompt notice of any such change to each of the Members.

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Section 2.04 Registered Office; Registered Agent.

(a) The registered office of the Company shall be the office of the initial registered agent named in the Certificate of Formation or such other office (which need not be a place of business of the Company) as the Managing Member may designate from time to time in the manner provided by the Delaware Act and Applicable Law.

(b) The registered agent for service of process on the Company in the State of Delaware shall be the initial registered agent named in the Certificate of Formation or such other Person or Persons as the Managing Member may designate from time to time in the manner provided by the Delaware Act and Applicable Law.

Section 2.05 Purpose; Powers.

(a) The purposes of the Company are to engage in and do any lawful act concerning any or all lawful business for which limited liability companies may be organized according to the laws of the State of Delaware.

(b) The Company shall have all the powers necessary or convenient to carry out the purposes for which it is formed, including the powers granted by the Delaware Act.

Section 2.06 Term. The term of the Company commenced on the date the Certificate of Formation was filed with the Secretary of State and shall continue in existence perpetually until the Company is dissolved in accordance with the provisions of this Agreement.

ARTICLE III
CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS

Section 3.01 Initial Capital Contributions. Contemporaneously with the execution of this Agreement, each Member has made an initial Capital Contribution and is deemed to own Membership Interests in the amounts set forth opposite such Member’s name on Schedule A attached hereto. The Managing Member shall update Schedule A upon the making of additional Capital Contributions, and upon the issuance or Transfer of any Membership Interests to any new or existing Member in accordance with this Agreement. The parties hereto agree that the Majority Member is making its initial Capital Contribution in connection with that certain Agreement for sale and purchase of shares in the share capital of Bloomia B.V. between Botman Bloembollen B.V., Mr W.J. Jansen and Mr H.J. Strengers (as the Sellers), and Tulipa Acquisitie Holding B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the Laws of the Netherlands (as the Purchaser) (the “Purchase Agreement”). The parties hereto also agree that to the extent the Majority Member’s initial Capital Contribution is greater than the purchase price to be paid by the Company pursuant to the terms and conditions of the Purchase Agreement, that such excess amount shall be distributed back to the Majority Member following the closing of the transactions contemplated by the Purchase Agreement (the “Special Distribution”).

Section 3.02 Additional Capital Contributions. No Member shall be required to make any additional Capital Contributions to the Company.

Section 3.03 Maintenance of Capital Accounts. The Company shall establish and maintain for each Member a separate capital account (a “Capital Account”) on its books and records in accordance with this Section 3.03. Each Capital Account shall be established and maintained in accordance with the following provisions:

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(a) Each Member’s Capital Account shall be increased by the amount of:

(i) such Member’s Capital Contributions, including such Member’s initial Capital Contribution and any additional Capital Contributions, if applicable;

(ii) any Net Income or other item of income or gain allocated to such Member pursuant to Article V; and

(iii) any liabilities of the Company that are assumed by such Member or secured by any property distributed to such Member.

(b) Each Member’s Capital Account shall be decreased by:

(i) the cash amount or Book Value of any property distributed to such Member pursuant to Article VI and Section 11.03(c);

(ii) the amount of any Net Loss or other item of loss or deduction allocated to such Member pursuant to Article V; and

(iii) the amount of any liabilities of such Member assumed by the Company or that are secured by any property contributed by such Member to the Company.

Section 3.04 Succession Upon Transfer. In the event that any Membership Interests are Transferred in accordance with the terms of this Agreement, the Transferee shall succeed to the Capital Account of the Transferor to the extent it relates to the Transferred Membership Interests and, subject to Section 5.04, shall receive allocations and distributions pursuant to Article V, Article VI and Article XI in respect of such Membership Interests.

Section 3.05 Negative Capital Accounts. In the event that any Member shall have a deficit balance in its Capital Account, such Member shall have no obligation, during the term of the Company or upon dissolution or liquidation of the Company, to restore such negative balance or make any Capital Contributions to the Company by reason thereof, except as may be required by Applicable Law or in respect of any negative balance resulting from a withdrawal of capital or dissolution in contravention of this Agreement.

Section 3.06 No Withdrawals from Capital Accounts. No Member shall be entitled to withdraw any part of its Capital Account or to receive any distribution from the Company, except as otherwise provided in this Agreement. No Member, including the Managing Member, shall receive any interest, salary, management or service fees or drawing with respect to its Capital Contributions or its Capital Account, except as otherwise provided in this Agreement. The Capital Accounts are maintained for the sole purpose of allocating items of income, gain, loss and deduction among the Members and shall have no effect on the amount of any distributions to any Members, in liquidation or otherwise.

Section 3.07 Loans From Members. Loans by any Member to the Company shall not be considered Capital Contributions and shall not affect the maintenance of such Member’s Capital Account, other than to the extent provided in Section 3.03(a)(iii), if applicable.

Section 3.08 Modifications. The foregoing provisions and the other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Treasury Regulations Section 1.704-1(b) and shall be interpreted and applied in a manner consistent with such Treasury Regulations. If the Managing Member determines that it is prudent to modify the manner in which the Capital Accounts, or any increases or decreases to the Capital Accounts, are computed in order to comply with such Treasury Regulations, the Managing Member may authorize such modifications.

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Section 3.09 Pre-Emptive Rights.

(a) If, after the date hereof and subject to the terms and conditions contained in this Agreement, the Company proposes to issue and sell any Membership Interests or other Equity Securities in the Company, the Company will first offer in writing to sell to each Member a portion of such Membership Interests or Equity Securities equal to the Member’s Membership Interest, at the most favorable price and on the most favorable terms as such additional Membership Interests or other Equity Securities are to be offered to any other Person; provided, that in no event shall any Member have any such preemptive right under this Section 3.09 to purchase any of the following:

(i) Membership Interests or other Equity Securities issued in connection with and as consideration for any bona fide merger, consolidation, reorganization, joint venture, or acquisition to which the Company or any of its Subsidiaries is a party to or involving an Independent Third Party;

(ii) Membership Interests or other Equity Securities (A) issued as part of a combined unit or as additional consideration to any institutional holders of indebtedness of the Company or any of its Subsidiaries, or (B) issued to suppliers or third party service providers in connection with the provision of goods or services; and

(iii) The issuance of Membership Interests or Equity Securities pursuant to any combination, reclassification, reorganization or similar transaction on a proportionate basis to all Members; and

(b) Each Member may exercise its purchase rights by delivering written notice of exercise to the Company within fifteen (15) days after receipt of such written offer from the Company describing in reasonable detail the Membership Interests or other Equity Securities being offered, the purchase price therefor, the payment terms, the closing conditions and such Member’s percentage allotment. If any such Member does not, within fifteen (15) days after receipt of such written offer, deliver such notice of exercise, or if after timely exercising such rights shall fail to consummate such purchase (a “Non Purchasing Member”), each other Member that has fully exercised its rights under this Section 3.09 and who has timely consummated or ultimately consummates such purchase (a “Purchasing Member”) shall be notified in writing by the Company of the opportunity to purchase the unsubscribed Membership Interests or Equity Securities and shall have the right to notify the Company within five (5) days of receipt of such notice and purchase such Purchasing Member’s pro rata share (determined among all Purchasing Members on the basis of their respective Membership Interests) of the portion of such Membership Interests or Equity Securities which the Non Purchasing Member had the right to purchase under this Section 3.09. The failure by a Member to exercise its purchase rights under this Section 3.09 shall not prejudice the rights of such Member to exercise its rights under this Section 3.09 with respect to any subsequent issuance of Membership Interests or Equity Securities that is otherwise subject to the provisions of this Section 3.09.

(c) Any Membership Interests or Equity Securities offered pursuant to this Section 3.09 that are not purchased by the Purchasing Members may be sold by the Company, but only on terms and conditions not more favorable to the third party purchaser than those set forth in the notice delivered to the applicable Members pursuant to this Section 3.09, at any time after five (5) days but within ninety (90) days following the termination of the above referenced fifteen (15) day period, but may not be sold to any other Person or on terms and conditions, including price, that are more favorable to the third party purchaser than those set forth in such offer or after such ninety (90) day period without again complying with this Section 3.09.

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(d) Notwithstanding anything to the contrary in the foregoing, the Company or a Subsidiary may proceed with the issuance of any Membership Interests or other Equity Securities prior to offering such Membership Interests or Equity Securities to each Member; provided, that the Company provides written notice to each Member in connection with or promptly after such issuance (but in no event more than three (3) Business Days thereafter) and complies with the terms and conditions set forth in this Section 3.09 within twenty (20) Business Days after the first issuance of such Membership Interests or Equity Securities subject to such offering.

ARTICLE IV
MEMBERS

Section 4.01 Admission of New Members.

(a) New Members may be admitted from time to time (i) in connection with the issuance of Membership Interests by the Company, and (ii) in connection with a Transfer of Membership Interests, subject to compliance with the provisions of Article IX, and in either case, following compliance with the provisions of Section 4.01(b).

(b) In order for any Person not already a Member of the Company to be admitted as a Member, whether pursuant to an issuance or Transfer of Membership Interests, such Person shall have executed and delivered to the Company a written undertaking substantially in the form of the Joinder Agreement. Upon the amendment of Schedule A of the Agreement by the Managing Member and the satisfaction of any other applicable conditions, including the receipt by the Company of payment for the issuance of Membership Interests, if applicable, such Person shall be admitted as a Member and deemed listed as such on the books and records of the Company. The Managing Member shall also adjust the Capital Accounts of the Members as necessary in accordance with Section 3.03.

(c) Any Member who proposes to Transfer its Membership Interest (or any portion thereof) shall (i) be responsible for the payment of expenses incurred by it in connection with such Transfer, whether or not consummated, and (ii) reimburse the Company and the other Member for all reasonable expenses (including reasonable attorneys’ fees and expenses) incurred by or on behalf of the Company or such other Member in connection with such proposed Transfer, whether or not consummated; provided, however, that in the event that both Members Transfer their Membership Interests (or any portion thereof) in connection with such Transfer, each Member shall only be responsible to reimburse the Company for its pro rata portion (based on such Member’s portion of the total Membership Interests Transferred) of the Company’s expenses incurred in connection with such Transfer.

Section 4.02 No Personal Liability. Except as otherwise provided in the Delaware Act, by Applicable Law or expressly in this Agreement, no Member will be obligated personally for any debt, obligation or liability of the Company or other Members, whether arising in contract, tort or otherwise, solely by reason of being a Member.

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Section 4.03 No Withdrawal. So long as a Member continues to hold any Membership Interests, such Member shall not have the ability to withdraw or resign as a Member prior to the dissolution and winding up of the Company and any such withdrawal or resignation or attempted withdrawal or resignation by a Member prior to the dissolution or winding up of the Company shall be null and void. As soon as any Person who is a Member ceases to hold any Membership Interests, such Person shall no longer be a Member. A Member shall cease to be a Member as a result of its Bankruptcy or any other events specified in Section 18-304 of the Delaware Act.

Section 4.04 No Interest in Company Property. No real or personal property of the Company shall be deemed to be owned by any Member individually, but shall be owned by, and title shall be vested solely in, the Company. Without limiting the foregoing, each Member hereby irrevocably waives during the term of the Company any right that such Member may have to maintain any action for partition with respect to the property of the Company.

Section 4.05 [Reserved.]

Section 4.06 Protection of Confidential Information.

(a) Each Jansen Member acknowledges that during the term of this Agreement, it will have access to and become acquainted with trade secrets, proprietary information and confidential information belonging to the Company and its Affiliates that are not generally known to the public, including, but not limited to, information concerning business plans, financial statements and other information provided pursuant to this Agreement, operating practices and methods, expansion plans, strategic plans, marketing plans, contracts, customer lists or other business documents that the Company treats as confidential, in any format whatsoever (including oral, written, electronic or any other form or medium) (collectively, “Confidential Information”). In addition, each Jansen Member acknowledges that: (i) the Company has invested, and continues to invest, substantial time, expense and specialized knowledge in developing its Confidential Information; (ii) the Confidential Information provides the Company with a competitive advantage over others in the marketplace; and (iii) the Company would be irreparably harmed if the Confidential Information were disclosed to competitors or made available to the public. Without limiting the applicability of any other agreement to which any Jansen Member is subject, no Jansen Member shall, directly or indirectly, disclose or use (other than solely for the purposes of such Jansen Member monitoring and analyzing its investment in the Company) at any time, including use for personal, commercial or proprietary advantage or profit, either during its association with the Company or thereafter, any Confidential Information of which such Member is or becomes aware. Each Jansen Member in possession of Confidential Information shall take all appropriate steps to safeguard such information and to protect it against disclosure, misuse, espionage, loss and theft.

(b) Nothing contained in Section 4.06(a) shall prevent any Jansen Member from disclosing Confidential Information: (i) upon the order of any court or administrative agency; (ii) upon the request or demand of any regulatory agency or authority having jurisdiction over such Jansen Member; (iii) to the extent compelled by legal process or required or requested pursuant to subpoena, interrogatories or other discovery requests; (iv) to the extent necessary in connection with the exercise of any remedy hereunder; (v) to any other Member; (vi) to such Jansen Member’s Representatives who, in the reasonable judgment of such Jansen Member, need to know such Confidential Information and agree to be bound by the provisions of this Section 4.06 as if a Member; or (vii) to any potential Permitted Transferee in connection with a proposed Transfer of Membership Interests from such Jansen Member, as long as such Transferee agrees to be bound by the provisions of this Section 4.06 as if a Member; provided, that in the case of clause (i), (ii) or (iii), such Jansen Member shall notify the Company and other Members of the proposed disclosure as far in advance of such disclosure as practicable (but in no event make any such disclosure before notifying the Company and other Members) and use reasonable efforts to ensure that any Confidential Information so disclosed is accorded confidential treatment satisfactory to the Company, when and if available.

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(c) The restrictions of Section 4.06(a) shall not apply to Confidential Information that: (i) is or becomes generally available to the public other than as a result of a disclosure by a Member in violation of this Agreement; (ii) is or has been independently developed or conceived by such Jansen Member without use of Confidential Information; or (iii) becomes available to such Jansen Member or any of its Representatives on a non-confidential basis from a source other than the Company, the other Member or any of their respective Representatives, provided, that such source is not known by the receiving Jansen Member to be bound by a confidentiality agreement regarding the Company.

(d) The obligations of each Jansen Member under this Section 4.06 shall survive (i) the termination, dissolution, liquidation and winding up of the Company, (ii) the withdrawal of such Jansen Member from the Company, and (iii) such Jansen Member’s Transfer of its Membership Interests.

Section 4.07 Restrictive Covenants. The Jansen Members acknowledge and agree that certain non-competition and non-solicitation covenants are reasonably necessary to protect the legitimate interests of the Members and the Company, including, without limitation, the protection of the trade secrets, customer lists, vendors, suppliers and goodwill of the Company, and such non-competition and non-solicitation covenants are a condition to, and an essential part of consideration for, the Members entering into this Agreement. Accordingly, except as otherwise specifically provided in this Agreement, each Jansen Member agrees to be bound by, and to comply with, the following non-competition and non-solicitation covenants:

(a) Non-Competition. During the Non-Competition Period, each Jansen Member agrees that such Jansen Member shall not, directly or indirectly, provide services to or be associated with a Competitor in any role or position, including as an employee, director, owner, consultant or otherwise, that would involve Competitive Activity within the United States. For purposes of this Agreement, “Non-Competition Period” means, with respect to each Jansen Member, the period commencing on the Effective Date and ending on the date that is twelve (12) months after the date on which such Jansen Member ceases to be a Member of the Company and ceases to have any direct or indirect ownership interest in any Member of the Company. For purposes of this Agreement, “Competitor” refers to a person or entity who is engaged in (or is planning or preparing to engage in) the Company’s line of business, and is in the business or producing or providing products or services that displace the business opportunities for the Company’s products and/or services, or otherwise compete with them, and “Competitive Activity” refers to business-related activity on behalf of a Competitor that involves (i) assisting in the creation, development, or improvement of products or services that compete with those of the Company, (ii) accepting competing business from any customer of the Company or assisting in servicing any customer of the Company for a Competitor, (iii) owning or operating a Competitor, or (iv) undertaking any other duties or responsibilities that would be likely (whether intentional or not) to require or result in the use or disclosure of Confidential Information for the benefit of a Competitor.

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(b) Non-Solicitation of Customers. During the Non-Competition Period, each Jansen Member agrees that such Jansen Member shall not, directly or indirectly, solicit business from, work for, or otherwise interfere with or attempt to interfere with the Company’s relationship with (a) any customer of the Company or (b) any then-active material customer prospect of the Company known to such Jansen Member.

(c) Non-Solicitation of Employees or Business Contacts. During the Non-Competition Period, each Jansen Member agrees that such Jansen Member shall not, directly or indirectly, take any action to encourage, solicit, or recruit any current or former employee, consultant, independent contractor, subcontractor, supplier, vendor, or other business relation of the Company to terminate their relationship with the Company.

(d) Disclosure of Obligations. During the Non-Competition Period, each Jansen Member agrees that such Jansen Member shall, prior to accepting employment or any other business relationship with any other person or entity, inform that person or entity of such Jansen Member’s obligations under Section 4 of this Agreement, including all of its subparts.

Section 4.08 Right of First Opportunity. Each Jansen Member also agrees that during the period that such Jansen Member remains a Member of the Company, such Jansen Member will notify the Managing Member of any opportunity such Jansen Member has, directly or indirectly, to engage in the Business anywhere in the United States for his, her or its own personal account. The Jansen Member will provide such information about the Business opportunity as reasonably requested by the Managing Member. The Managing Member shall determine whether the Company will pursue the opportunity. If the Managing Member decides to pursue the Business opportunity, then the Jansen Member bringing the opportunity to the Company’s attention will work on behalf of the Company, along with any other Members, employees, and consultants of the Company as determined by the Managing Member, to pursue the opportunity on behalf of the Company. If the Managing Member decides not to pursue the Business opportunity, then the applicable Jansen Member may pursue the opportunity on his, her, or its own on substantially the same terms as presented to the Managing Member pursuant to this Section 4.08. If a Jansen Member is pursuing an opportunity on his, her, or its own and the terms change in any material manner, the opportunity shall be re-presented to the Managing Member pursuant to the terms and conditions of this Section 4.08 prior to the Member being able to move forward with such opportunity.

Section 4.09 Pledge of Interests. Notwithstanding any other provisions in this Agreement, the Majority Member shall be entitled to pledge its Membership Interests to, and otherwise grant a lien and security interest in, its Membership Interests (and all rights with respect thereto and all proceeds thereof) and/or all of its right, title and/or interest under this Agreement and the Delaware Act in favor of the Company’s or the Company’s subsidiaries’ lenders (or an agent on behalf of such lenders) without any further consents, approvals and/or actions required by such lenders (or agent), the Company’s members, the Company, and/or any other Person under this Agreement or otherwise. So long as any such pledge of, or security interest in, the Membership Interests is in effect, no consent of the Company and/or any Member and/or any managing member, manager or board of managers shall be required to permit a pledgee thereof or any purchaser (including a purchaser by foreclosure) of the Membership Interests from such pledgee to be admitted as a substitute member for such under this Agreement upon the exercise of such pledgee’s rights with respect to such Membership Interests, and such substituted member shall have all rights and powers as the pledging Member under this Agreement, including, without limitation, all voting, governance and consensual rights under this Agreement (or under applicable law). The pledgee shall also have, anything contained in this Agreement to the contrary notwithstanding, the right to exercise such other rights and remedies as are set forth in the applicable pledge agreement (including without limitation the right, during the existence of an event of default, to vote the pledged Member’s interests and to otherwise participate in the management or governance of the business and affairs of the Company and to exercise the rights and powers of a member) or applicable law. To the fullest extent permitted by law, including Section 18-1101(c) of the Delaware Act, and notwithstanding any other provision of this Agreement or in any agreement contemplated herein or applicable provisions of law or equity or otherwise, the parties hereto hereby agree that upon the exercise of the pledgee of its rights under this Section 4.09, neither the pledgee nor any manager or officer of the Company appointed by the pledgee shall owe any fiduciary duty to any Member or the Company; provided, however, that the foregoing shall not eliminate the duty to comply with the implied contractual covenant of good faith and fair dealing. Without limiting the generality of the foregoing, no transfer of the pledged interest pursuant to a foreclosure pursuant to the applicable pledge agreement shall be limited by any of the terms or conditions imposed by any or any other transfer restrictions herein. So long as any pledge of any Membership Interests is in effect, this provision shall inure to the benefit of such pledgee and its successors, assigns and/or designated agents, as an intended third-party beneficiary, and no amendment, modification or waiver of, or consent with respect to this provision shall in any event be effective without the prior written consent of such pledgee.

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Section 4.10 Limitation on Article 8 Opt-In. So long as any pledge of any Membership Interests in the Company is in effect (i) the Company shall not elect to have Membership Interests be securities governed by Article 8 of the Uniform Commercial Code as in effect in the State of Delaware and each other applicable jurisdiction and (ii) this Section 4.10 shall not be amended and any purported amendment to this provision shall not take effect until all security interests granted in any Membership Interests have been terminated.

ARTICLE V
ALLOCATIONS

Section 5.01 Allocation of Net Income and Net Loss. For each Fiscal Year (or portion thereof), after giving effect to the special allocations set forth in Section 5.02, Net Income and Net Loss of the Company shall be allocated among the Members pro rata in accordance with their Membership Interests.

Section 5.02 Regulatory and Special Allocations. Notwithstanding the provisions of Section 5.01:

(a) If there is a net decrease in Company Minimum Gain (determined according to Treasury Regulations Section 1.704-2(d)(1)) during any Fiscal Year, each Member shall be specially allocated Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain, determined in accordance with Treasury Regulations Section 1.704-2(g). The items to be so allocated shall be determined in accordance with Treasury Regulations Sections 1.704-2(f)(6) and 1.704-2(j)(2). This Section 5.02 is intended to comply with the “minimum gain chargeback” requirement in Treasury Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

(b) Member Nonrecourse Deductions shall be allocated in the manner required by Treasury Regulations Section 1.704-2(i). Except as otherwise provided in Treasury Regulations Section 1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member that has a share of such Member Nonrecourse Debt Minimum Gain shall be specially allocated Net Income for such Fiscal Year (and, if necessary, subsequent Fiscal Years) in an amount equal to that Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain. Items to be allocated pursuant to this paragraph shall be determined in accordance with Treasury Regulations Sections 1.704-2(i)(4) and 1.704-2(j)(2). This Section 5.02(b) is intended to comply with the “minimum gain chargeback” requirements in Treasury Regulations Section 1.704-2(i)(4) and shall be interpreted consistently therewith.

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(c) Nonrecourse Deductions shall be allocated to the Members in accordance with their Membership Interests.

(d) In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treasury Regulations Section 1.704-1(b)(2)(ii)(d)(4), (5) or (6), Net Income shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit created by such adjustments, allocations or distributions as quickly as possible. This Section 5.02(d) is intended to comply with the qualified income offset requirement in Treasury Regulations Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

(e) The allocations set forth in paragraphs (a), (b), (c) and (d) above (the ”Regulatory Allocations”) are intended to comply with certain requirements of the Treasury Regulations under Code Section 704. Notwithstanding any other provisions of this Article V (other than the Regulatory Allocations), the Regulatory Allocations shall be taken into account in allocating Net Income and Net Losses among Members so that, to the extent possible, the net amount of such allocations of Net Income and Net Losses and other items and the Regulatory Allocations to each Member shall be equal to the net amount that would have been allocated to such Member if the Regulatory Allocations had not occurred.

Section 5.03 Tax Allocations.

(a) Subject to Section 5.03(b), Section 5.03(c) and Section 5.03(d), all income, gains, losses and deductions of the Company shall be allocated, for federal, state and local income tax purposes, among the Members in accordance with the allocation of such income, gains, losses and deductions pursuant to Section 5.01 and Section 5.02, except that if any such allocation for tax purposes is not permitted by the Code or other Applicable Law, the Company’s subsequent income, gains, losses and deductions shall be allocated among the Members for tax purposes, to the extent permitted by the Code and other Applicable Law, so as to reflect as nearly as possible the allocation set forth in Section 5.01 and Section 5.02.

(b) Items of Company taxable income, gain, loss and deduction with respect to any property contributed to the capital of the Company shall be allocated among the Members in accordance with Code Section 704(c) and the traditional method with curative allocations of Treasury Regulations Section 1.704-3(c), so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its Book Value.

(c) If the Book Value of any Company asset is adjusted pursuant to Treasury Regulations Section 1.704-1(b)(2)(iv)(f) as provided in clause (c) of the definition of Book Value in Section 1.01, subsequent allocations of items of taxable income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Book Value in the same manner as under Code Section 704(c).

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(d) Allocations of tax credit, tax credit recapture and any items related thereto shall be allocated to the Members according to their interests in such items as determined by the Managing Member taking into account the principles of Treasury Regulations Section 1.704-1(b)(4)(ii).

(e) Allocations pursuant to this Section 5.03 are solely for purposes of federal, state and local taxes and shall not affect, or in any way be taken into account in computing, any Member’s Capital Account or share of Net Income, Net Losses, distributions or other items pursuant to any provisions of this Agreement.

Section 5.04 Allocations in Respect of Transferred Membership Interests. In the event of a Transfer of Membership Interests during any Fiscal Year made in compliance with the provisions of Article IX, Net Income, Net Losses and other items of income, gain, loss and deduction of the Company attributable to such Membership Interests for such Fiscal Year shall be determined using the interim closing of the books method.

ARTICLE VI
DISTRIBUTIONS

Section 6.01 Distributions. The Managing Member may declare Distributions from time to time in its sole and absolute discretion. Distributions in connection with a liquidation of the Company shall be made as provided in Section 11.03. All other Distributions other than the Special Distribution shall be allocated among the Members in proportion to the Membership Interests.

Section 6.02 Tax Distributions. Notwithstanding Section 6.01 above, the Managing Member shall make Distributions to the Members quarterly each Fiscal Year in an amount sufficient to enable the Members to pay federal and state income tax on any Net Income allocated to the Members for such Fiscal Year, but only to the extent that the Distributions paid to the Members under Section 6.01 are not sufficient to pay such taxes. In the event the Managing Member makes one or more Distributions to a Member in order to provide the Member with cash to pay federal and state income taxes, such Distributions shall be treated as an advance of the Distributions that are payable to the Member under Section 6.01 (collectively, the “Non-Tax Distributions”), and are not intended to change the aggregate amount of Non-Tax Distributions to which the Member would otherwise be entitled to receive if this Section 6.02 did not exist and no Distributions were made under this Section 6.02. In furtherance of the foregoing, the Managing Member shall take into account Distributions made under this Section 6.02 when calculating Non-Tax Distributions and may adjust the Non-Tax Distributions so that the aggregate Distributions received by each Member equal the amount of Non-Tax Distributions each Member would be entitled to receive if the Company had not made any Distributions under this Section 6.02. In the event that upon dissolution and liquidation of the Company any Member has received aggregate Distributions under this Section 6.02 and aggregate Non-Tax Distributions that exceed the aggregate amount of Non-Tax Distributions the Member would have received had the Company not made any Distributions under this Section 6.02 (such excess being referred to as an “Excess Tax Distribution”), the Member shall contribute such Excess Tax Distribution back to the Company. The Company shall collect all Excess Tax Distributions and redistribute such amounts to the Members so that the aggregate Non-Tax Distributions received by each Member equals the amount of such Non-Tax Distributions that each Member would have otherwise received had the Company not made any Distributions under this Section 6.02

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Section 6.03 Limitations on Distributions. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make any distribution to Members if such distribution would violate Section 18-607 of the Delaware Act or other Applicable Law or if such distribution is prohibited by the LLC’s then-applicable debt-financing agreements.

Section 6.04 Tax Withholding; Withholding Advances.

(a) Tax Withholding. Each Member agrees to furnish the Company with any representations and forms as shall be reasonably requested by the Managing Member to assist it in determining the extent of, and in fulfilling, any withholding obligations it may have.

(b) Withholding Advances. The Company is hereby authorized at all times to make payments (“Withholding Advances”) with respect to each Member in amounts required to discharge any obligation of the Company (as determined by the Tax Matters Representative based on the advice of legal or tax counsel to the Company) to withhold or make payments to any federal, state, local or foreign taxing authority (a “Taxing Authority”) with respect to any distribution or allocation by the Company of income or gain to such Member and to withhold the same from distributions to such Member. Any funds withheld from a distribution by reason of this Section 6.04(b) shall nonetheless be deemed distributed to the Member in question for all purposes under this Agreement.

(c) Repayment of Withholding Advances. Any Withholding Advance made by the Company to a Taxing Authority on behalf of a Member and not simultaneously withheld from a distribution to that Member shall, with interest thereon accruing from the date of payment at a rate equal to the prime rate published in the Wall Street Journal on the date of payment plus two percent (2.0%) per annum (the “Company Interest Rate”):

(i) be promptly repaid to the Company by the Member on whose behalf the Withholding Advance was made (which repayment by the Member shall not constitute a Capital Contribution, but shall credit the Member’s Capital Account if the Managing Member shall have initially charged the amount of the Withholding Advance to the Capital Account); or

(ii) with the consent of the Managing Member, be repaid by reducing the amount of the next succeeding distribution or distributions to be made to such Member (which reduction amount shall be deemed to have been distributed to the Member, but which shall not further reduce the Member’s Capital Account if the Managing Member shall have initially charged the amount of the Withholding Advance to the Capital Account).

Interest shall cease to accrue from the time the Member on whose behalf the Withholding Advance was made repays such Withholding Advance (and all accrued interest) by either method of repayment described above.

(d) Indemnification. Each Member hereby agrees to indemnify and hold harmless the Company and the other Members from and against any liability with respect to taxes, interest or penalties that may be asserted by reason of the Company’s failure to deduct and withhold tax on amounts distributable or allocable to such Member. The provisions of this Section 6.04(d) and the obligations of a Member pursuant to Section 6.04(c) shall survive the termination, dissolution, liquidation and winding up of the Company and the withdrawal of such Member from the Company or Transfer of its Membership Interests. The Company may pursue and enforce all rights and remedies it may have against each Member under this Section 6.04, including bringing a lawsuit to collect repayment with interest of any Withholding Advances.

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(e) Over withholding. Neither the Company nor the Managing Member shall be liable for any excess taxes withheld in respect of any distribution or allocation of income or gain to a Member. In the event of an over withholding, a Member’s sole recourse shall be to apply for a refund from the appropriate Taxing Authority.

Section 6.05 Distributions in Kind.

(a) The Managing Member is hereby authorized, as it may reasonably determine, to make distributions to the Members in the form of securities or other property held by the Company. In any non-cash distribution, the securities or property so distributed will be distributed among the Members in the same proportion and priority as cash equal to the Fair Market Value of such securities or property would be distributed among the Members pursuant to Section 6.01.

(b) Any distribution of securities shall be subject to such conditions and restrictions as the Managing Member determines are required or advisable to ensure compliance with Applicable Law. In furtherance of the foregoing, the Managing Member may require that the Members execute and deliver such documents as the Managing Member may deem necessary or appropriate to ensure compliance with all federal and state securities laws that apply to such distribution and any further Transfer of the distributed securities, and may appropriately legend the certificates that represent such securities to reflect any restriction on Transfer with respect to such laws.

ARTICLE VII
MANAGEMENT

Section 7.01 Management of the Company. The business and affairs of the Company shall be managed by the Managing Member. The Managing Member shall have full and complete discretion to manage and control the business and affairs of the Company, to make all decisions affecting the business and affairs of the Company and to take all such actions as it deems necessary or appropriate to accomplish the purposes of the Company set forth in Section 2.05. The actions of the Managing Member taken in accordance with the provisions of this Agreement shall bind the Company. No other Member of the Company shall have any authority or right to act on behalf of or bind the Company, unless otherwise provided herein or unless specifically authorized by the Managing Member pursuant to a resolution expressly authorizing such action which resolution is duly adopted by the Managing Member.

Section 7.02 Officers. The Managing Member may appoint individuals as officers of the Company (the “Officers”) as it deems necessary or desirable to carry on the business of the Company and the Managing Member may delegate to such Officers such power and authority as the Managing Member deems advisable. No Officer need be a Member of the Company. Any individual may hold two or more offices of the Company. Each Officer shall hold office until a successor is designated by the Managing Member or until the Officer’s earlier death, resignation or removal. Any Officer may resign at any time on written notice to the Managing Member. Any Officer may be removed by the Managing Member with or without cause at any time. A vacancy in any office occurring because of death, resignation, removal or otherwise, may, but need not, be filled by the Managing Member.

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Section 7.03 Action Without Meeting. Any matter that is to be voted on, consented to or approved by Members may be taken without a meeting, without prior notice and without a vote if consented to, in writing or by Electronic Transmission, by a Member or Members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voted. A record shall be maintained by the Managing Member of each such action taken by written consent of a Member or Members.

Section 7.04 Compensation and Reimbursement of Managing Member. The Managing Member shall not be compensated for its services as the Managing Member, but the Company shall reimburse the Managing Member for all ordinary, necessary and direct expenses incurred by the Managing Member on behalf of the Company in carrying out the Company’s business activities, including salaries of officers and employees of the Managing Member who are carrying out the Company’s business activities. All reimbursements for expenses shall be reasonable in amount.

ARTICLE VIII
EXCULPATION AND INDEMNIFICATION

Section 8.01 Exculpation of Covered Persons.

(a) Covered Persons. As used herein, the term “Covered Person” shall mean (i) each Member, including the Managing Member; (ii) each officer, director, stockholder, partner, member, Affiliate, employee, agent or Representative of each Member; and (iii) each Officer, employee, agent or Representative of the Company.

(b) Standard of Care. No Covered Person shall be liable to the Company or any other Covered Person for any loss, damage or claim incurred by reason of any action taken or omitted to be taken by such Covered Person in their capacity as a Covered Person, so long as such action or omission does not constitute fraud, gross negligence, willful misconduct or a material breach or knowing violation of this Agreement by such Covered Person.

(c) Good Faith Reliance. A Covered Person shall be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements (including financial statements and information, opinions, reports or statements as to the value or amount of the assets, liabilities, Net Income or Net Losses of the Company or any facts pertinent to the existence and amount of assets from which distributions might properly be paid) of the following Persons or groups: (i) another Member; (ii) one or more Officers or employees of the Company; (iii) any attorney, independent accountant, appraiser or other expert or professional employed or engaged by or on behalf of the Company; or (iv) any other Person selected in good faith by or on behalf of the Company, in each case as to matters that such relying Person reasonably believes to be within such other Person’s professional or expert competence. The preceding sentence shall in no way limit any Person’s right to rely on information to the extent provided in Section 18-406 of the Delaware Act.

Section 8.02 Liabilities and Duties of Covered Persons.

(a) Limitation of Liability. This Agreement is not intended to, and does not, create or impose any fiduciary duty on any Covered Person. Furthermore, each of the Members and the Company hereby waives any and all fiduciary duties that, absent such waiver, may be implied by Applicable Law, and in doing so, acknowledges and agrees that the duties and obligation of each Covered Person to each other and to the Company are only as expressly set forth in this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Covered Person otherwise existing at law or in equity, are agreed by the Members to replace such other duties and liabilities of such Covered Person.

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(b) Duties. Whenever in this Agreement a Covered Person is permitted or required to make a decision (including a decision that is in such Covered Person’s “discretion” or under a grant of similar authority or latitude), such Covered Person shall be entitled to consider only such interests and factors as such Covered Person desires, including its own interests, and shall have no duty or obligation to give any consideration to any interest of or factors affecting the Company or any other Person. Whenever in this Agreement a Covered Person is permitted or required to make a decision in such Covered Person’s “good faith,” the Covered Person shall act under such express standard and shall not be subject to any other or different standard imposed by this Agreement or any other Applicable Law.

Section 8.03 Indemnification.

(a) Indemnification. To the fullest extent permitted by the Delaware Act, as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement, only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Delaware Act permitted the Company to provide prior to such amendment, substitution or replacement), the Company shall indemnify, hold harmless, defend, pay and reimburse any Covered Person against any and all losses, claims, damages, judgments, fines or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages, judgments, fines or liabilities, and any amounts expended in settlement of any claims (collectively, “Losses”) to which such Covered Person may become subject by reason of:

(i) any act or omission or alleged act or omission performed or omitted to be performed on behalf of the Company, any Member or any direct or indirect Subsidiary of the foregoing in connection with the Business of the Company; or

(ii) such Covered Person being or acting in connection with the Business of the Company as a member, stockholder, Affiliate, manager, director, officer, employee or agent of the Company, any Member, or any of their respective Affiliates, or that such Covered Person is or was serving at the request of the Company as a member, manager, director, officer, employee or agent of any Person including the Company;

provided, that (x) such Covered Person acted in good faith and in a manner believed by such Covered Person to be in, or not opposed to, the best interests of the Company and within the scope of such Covered Person’s authority conferred on them by the Company and, with respect to any criminal proceeding, had no reasonable cause to believe their conduct was unlawful, and (y) such Covered Person’s conduct did not constitute fraud, gross negligence, willful misconduct or a material breach or knowing violation of this Agreement by such Covered Person, in each case as determined by a final, nonappealable order of a court of competent jurisdiction. In connection with the foregoing, the termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the Covered Person did not act in good faith or, with respect to any criminal proceeding, had reasonable cause to believe that such Covered Person’s conduct was unlawful, or that the Covered Person’s conduct constituted fraud, gross negligence, willful misconduct or a material breach or knowing violation of this Agreement.

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(b) Control of Defense. Upon a Covered Person’s discovery of any claim, lawsuit or other proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to this Section 8.03, the Covered Person shall give prompt written notice to the Company of such claim, lawsuit or proceeding, provided, that the failure of the Covered Person to provide such notice shall not relieve the Company of any indemnification obligation under this Section 8.03, unless the Company shall have been materially prejudiced thereby. Subject to the approval of the disinterested Members, the Company shall be entitled to participate in or assume the defense of any such claim, lawsuit or proceeding at its own expense. After notice from the Company to the Covered Person of its election to assume the defense of any such claim, lawsuit or proceeding, the Company shall not be liable to the Covered Person under this Agreement or otherwise for any legal or other expenses subsequently incurred by the Covered Person in connection with investigating, preparing to defend or defending any such claim, lawsuit or other proceeding. If the Company does not elect (or fails to elect) to assume the defense of any such claim, lawsuit or proceeding, the Covered Person shall have the right to assume the defense of such claim, lawsuit or proceeding as it deems appropriate, but it shall not settle any such claim, lawsuit or proceeding without the consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed).

(c) Reimbursement. The Company shall promptly reimburse (and/or advance to the extent reasonably required) each Covered Person for reasonable legal or other expenses (as incurred) of such Covered Person in connection with investigating, preparing to defend or defending any claim, lawsuit or other proceeding relating to any Losses for which such Covered Person may be indemnified pursuant to this Section 8.03; provided, that if it is finally judicially determined that such Covered Person is not entitled to the indemnification provided by this Section 8.03, then such Covered Person shall promptly reimburse the Company for any reimbursed or advanced expenses.

(d) Entitlement to Indemnity. The indemnification provided by this Section 8.03 shall not be deemed exclusive of any other rights to indemnification to which those seeking indemnification may be entitled under any agreement or otherwise. The provisions of this Section 8.03 shall continue to afford protection to each Covered Person regardless of whether such Covered Person remains in the position or capacity pursuant to which such Covered Person became entitled to indemnification under this Section 8.03 and shall inure to the benefit of the executors, administrators, legatees and distributees of such Covered Person.

(e) Insurance. To the extent available on commercially reasonable terms, the Company may purchase, at its expense, insurance to cover Losses covered by the foregoing indemnification provisions and to otherwise cover Losses for any breach or alleged breach by any Covered Person of such Covered Person’s duties in such amount and with such deductibles as the Managing Member may reasonably determine; provided, that the failure to obtain such insurance shall not affect the right to indemnification of any Covered Person under the indemnification provisions contained herein, including the right to be reimbursed or advanced expenses or otherwise indemnified for Losses hereunder. If any Covered Person recovers any amounts in respect of any Losses from any insurance coverage, then such Covered Person shall, to the extent that such recovery is duplicative, reimburse the Company for any amounts previously paid to such Covered Person by the Company in respect of such Losses.

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(f) Funding of Indemnification Obligation. Notwithstanding anything contained herein to the contrary, any indemnity by the Company relating to the matters covered in this Section 8.03 shall be provided out of and to the extent of Company assets only, and no Member (unless such Member otherwise agrees in writing) shall have personal liability on account thereof or shall be required to make additional Capital Contributions to help satisfy such indemnity by the Company.

(g) Savings Clause. If this Section 8.03 or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Company shall nevertheless indemnify and hold harmless each Covered Person pursuant to this Section 8.03 to the fullest extent permitted by any applicable portion of this Section 8.03 that shall not have been invalidated and to the fullest extent permitted by Applicable Law.

(h) Amendment. The provisions of this Section 8.03 shall be a contract between the Company, on the one hand, and each Covered Person who served in such capacity at any time while this Section 8.03 is in effect, on the other hand, pursuant to which the Company and each such Covered Person intend to be legally bound. No amendment, modification or repeal of this Section 8.03 that adversely affects the rights of a Covered Person to indemnification for Losses incurred or relating to a state of facts existing prior to such amendment, modification or repeal shall apply in such a way as to eliminate or reduce such Covered Person’s entitlement to indemnification for such Losses without the Covered Person’s prior written consent.

Section 8.04 Survival. The provisions of this Article VIII shall survive the dissolution, liquidation, winding up and termination of the Company.

ARTICLE IX
TRANSFER

Section 9.01 Restrictions on Transfer.

(a) Except as otherwise provided in this Article IX, no Member shall Transfer all or any portion of its Membership Interest in the Company. No Transfer of Membership Interests to a Person not already a Member of the Company shall be deemed completed until the prospective Transferee is admitted as a Member of the Company in accordance with Section 4.01(b) hereof.

(b) Notwithstanding any other provision of this Agreement (including Section 9.02), each Member agrees that it will not Transfer all or any portion of its Membership Interest in the Company, and the Company agrees that it shall not issue any Membership Interests:

(i) except as permitted under the Securities Act and other applicable federal or state securities or blue sky laws, and then, with respect to a Transfer of Membership Interests, only upon delivery to the Company of an opinion of counsel in form and substance satisfactory to the Company to the effect that such Transfer may be effected without registration under the Securities Act;

(ii) if such Transfer or issuance would cause the Company to be considered a “publicly traded partnership” under Section 7704(b) of the Code within the meaning of Treasury Regulations Section 1.7704-1(h)(1)(ii), including the look-through rule in Treasury Regulations Section 1.7704-1(h)(3);

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(iii) if such Transfer or issuance would affect the Company’s existence or qualification as a limited liability company under the Delaware Act;

(iv) if such Transfer or issuance would cause the Company to lose its status as a partnership for federal income tax purposes;

(v) if such Transfer or issuance would cause the Company to be required to register as an investment company under the Investment Company Act of 1940, as amended; or

(vi) if such Transfer or issuance would cause the assets of the Company to be deemed “Plan Assets” as defined under the Employee Retirement Income Security Act of 1974 or its accompanying regulations or result in any “prohibited transaction” thereunder involving the Company.

(c) Any Transfer or attempted Transfer of any Membership Interest in violation of this Agreement shall be null and void, no such Transfer shall be recorded on the Company’s books and the purported Transferee in any such Transfer shall not be treated (and the purported Transferor shall continue be treated) as the owner of such Membership Interest for all purposes of this Agreement.

(d) For the avoidance of doubt, any Transfer of a Membership Interest permitted by this Agreement shall be deemed a sale, transfer, assignment or other disposal of such Membership Interest in its entirety as intended by the parties to such Transfer, and shall not be deemed a sale, transfer, assignment or other disposal of less than all of the rights and benefits described in the definition of the term “Membership Interest,” unless otherwise explicitly agreed to by the parties to such Transfer.

Section 9.02 Permitted Transfers. The provisions of Section 9.01(a) shall not apply to (a) any Transfer by Majority Member of all or any portion of its Membership Interest to its an Affiliate, (b) any Transfer by the Jansen Member of all or any portion of its Membership Interest to an Affiliate with the prior written consent of the Managing Member which shall not be unreasonably withheld or (c) any Transfer by any Member of all or any portion of his or her Membership Interest for estate planning purposes to one or more trusts or other entities controlled by such Member for the benefit of such Member’s spouse, brother, sister or lineal descendant.

Section 9.03 Drag-Along Rights.

(a) Participation. If at any time, a Member or Members who hold no less than 50% of the outstanding Membership Interests of the Company (the “Dragging Member”), receives a bona fide offer from an Independent Third Party to consummate, in one transaction or a series of related transactions, a Change of Control (a “Drag-Along Sale”), the Dragging Member shall have the right to require that each other Member (each, a “Drag-Along Member”) participates in such sale in the manner set forth in this Section 9.03.

(b) Sale Notice. The Dragging Member shall exercise its rights pursuant to this Section 9.03 by delivering a written notice (the “Drag-Along Notice”) to the Company and each Drag-Along Member no more than ten (10) Business Days after the execution and delivery by all of the parties thereto of the definitive agreement entered into with respect to the Drag-Along Sale and, in any event, no less than twenty (20) Business Days prior to the closing date of such Drag-Along Sale. The Drag-Along Notice shall make reference to the Dragging Member’s rights and obligations hereunder and shall describe in reasonable detail:

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(i) the name of the person or entity to whom such Membership Interests are proposed to be sold;

(ii) the proposed date, time, and location of the closing of the Drag-Along Sale;

(iii) the percentage of Membership Interests to be sold by the Dragging Member, the proposed amount of consideration for the Drag-Along Sale, and the other material terms and conditions of the Drag-Along Sale; and

(iv) a copy of any form of agreement proposed to be executed in connection therewith.

(c) Membership Interests to be Sold. Subject to Section 9.03(d):

(i) if the Drag-Along Sale is structured as a sale resulting in more than 50% of the Membership Interests of the Company being held by an Independent Third Party, each Drag-Along Member shall sell in the Drag-Along Sale the percentage of Membership Interests equal to the product obtained by multiplying (A) the percentage of Membership Interests held by such Drag-Along Member by (B) a fraction (1) the numerator of which is equal to the percentage of Membership Interests the Dragging Member proposes to sell or transfer in the Drag-Along Sale and (2) the denominator of which is equal to the percentage of Membership Interests held by the Dragging Member at such time.

(ii) if the Drag-Along Sale is structured as a sale of all or substantially all of the assets of the Company or as a merger, consolidation, recapitalization, or reorganization of the Company, then notwithstanding anything to the contrary in this Agreement, each Drag-Along Member shall vote in favor of the transaction and otherwise consent to and raise no objection to such transaction.

(d) Conditions of Sale. The consideration to be received by a Drag-Along Member shall be the same form and amount of consideration per Membership Interest percentage to be received by the Dragging Member (or, if the Dragging Member is given an option as to the form and amount of consideration to be received, the same option shall be given) and the terms and conditions of such sale shall, except as otherwise provided in the immediately succeeding sentence, be the same as those upon which the Dragging Member sells its Membership Interests. Each Drag-Along Member shall make or provide the same representations, warranties, covenants, indemnities, and agreements as the Dragging Member makes or provides in connection with the Drag-Along Sale (except that in the case of representations, warranties, covenants, indemnities, and agreements pertaining specifically to the Dragging Member, the Drag-Along Member shall make the comparable representations, warranties, covenants, indemnities, and agreements pertaining specifically to itself); provided, that all representations, warranties, covenants, and indemnities shall be made by the Dragging Member and each Drag-Along Member severally and not jointly and any indemnification obligation shall be pro rata based on the consideration received by the Dragging Member and each Drag-Along Member (other than any indemnification obligation pertaining specifically to the Dragging Member or a Drag-Along Member, which obligation shall be the sole obligation of such Dragging Member or Drag-Along Member), in each case in an amount not to exceed the aggregate proceeds received by the Dragging Member and each such Drag-along Member in connection with the Drag-Along Sale.

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(e) Expenses. The fees and expenses of the Dragging Member incurred in connection with a Drag-Along Sale and for the benefit of all Members (it being understood that costs incurred by or on behalf of a Dragging Member for its sole benefit will not be considered to be for the benefit of all Members), to the extent not paid or reimbursed by the Company or the Independent Third Party, shall be shared by all the Members on a pro rata basis, based on the consideration received by each Member; provided, that no Drag-Along Member shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Drag-Along Sale.

(f) Cooperation. Each Member shall take all actions as may be reasonably necessary to consummate the Drag-Along Sale, including, without limitation, entering into agreements and delivering certificates and instruments, in each case, consistent with the agreements being entered into and the certificates being delivered by the Dragging Member.

(g) Consummation of the Sale. The Dragging Member shall have ninety (90) days following the date of the Drag-Along Notice in which to consummate the Drag-Along Sale, on the terms set forth in the Drag-Along Notice (which such (90) day period may be extended for a reasonable time not to exceed 120 days to the extent reasonably necessary to obtain any approvals of a Governmental Authority). If at the end of such period the Dragging Member has not completed the Drag-Along Sale, the Dragging Member may not then effect a transaction subject to this Section 9.03 without again fully complying with the provisions of this Section 9.03.

Section 9.04 Tag-Along Rights.

(a) Participation. Subject to the terms and conditions specified in Section 9, if at any time a Member or Members who hold no less than 50% of the outstanding Membership Interests of the Company (the “Selling Member”) proposes to Transfer any Membership Interest to an Independent Third Party (the ”Proposed Transferee”) and the Selling Member cannot or has not elected to exercise its drag-along rights set forth in Section 9.03, each other Member (each, a “Tag-Along Member”) shall be permitted to participate in such sale (a “Tag-Along Sale”) on the terms and conditions set forth in this Section 9.04.

(b) Sale Notice. Prior to the consummation of a Tag-Along Sale, the Selling Member shall deliver to the Company and each Tag-Along Member a written notice (a “Sale Notice”) of the proposed Tag-Along Sale subject to this Section 9.04 no more than ten (10) Business Days after the execution and delivery by all the parties thereto of the definitive agreement entered into with respect to the Tag-Along Sale and, in any event, no less than twenty (20) Business Days prior to the closing date of the Tag-Along Sale. The Sale Notice shall make reference to the Tag-Along Members’ rights hereunder and shall describe in reasonable detail:

(i) the percentage of Membership Interests to be sold by the Selling Member;

(ii) the name of the Proposed Transferee;

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(iii) the purchase price and the other material terms and conditions of the sale, including a description of any non-cash consideration in sufficient detail to permit the valuation thereof;

(iv) the proposed date, time, and location of the closing of the sale; and

(v) a copy of any form of agreement proposed to be executed in connection therewith.

(c) Amount to be Sold.

(i) Each Tag-Along Member shall exercise its right to participate in the Tag-Along Sale by delivering to the Selling Member a written notice (a “Tag-Along Notice”) stating its election to do so (each Tag-Along Member electing to do so, a “Participating Tag-Along Member”) and specifying the percentage of Membership Interests to be Transferred by it no later than five (5) Business Days after its receipt of the Sale Notice (the “Tag-Along Period”). The offer of each Participating Tag-Along Member set forth in a Tag-Along Notice shall be irrevocable, and, to the extent such offer is accepted, such Participating Tag-Along Member shall be bound and obligated to sell in the Tag-Along Sale on the terms and conditions set forth in this Section 9.04. Each Tag-Along Member shall have the right to sell in a Tag-Along Sale the percentage of Membership Interests equal to the product obtained by multiplying (A) the percentage of Membership Interests held by the Tag-Along Member by (B) a fraction (1) the numerator of which is equal to the percentage of Membership Interests the Selling Member proposes to sell or Transfer to the Proposed Transferee and (2) the denominator of which is equal to the percentage of Membership Interests then owned by the Selling Member.

(ii) The Selling Member shall use its commercially reasonable efforts to include in the Tag-Along Sale all of the Membership Interests that the Participating Tag-Along Members have requested to have included pursuant to the applicable Tag-Along Notices, it being understood that the Proposed Transferee shall not be required to purchase Membership Interests in excess of the amount set forth in the Sale Notice. In the event the Proposed Transferee elects to purchase less than all of the Membership Interests sought to be sold by the Participating Tag-Along Members, the percentage of Membership Interests to be sold to the Proposed Transferee by the Selling Member and each Participating Tag-Along Member shall be reduced so that each such Member is entitled to sell its pro rata portion of the percentage of Membership Interests the Proposed Transferee elects to purchase (which in no event may be less than the percentage of Membership Interests set forth in the Sale Notice).

(iii) Each Tag-Along Member who does not deliver a Tag-Along Notice in compliance with Section 9.04(c)(i) shall be deemed to have waived all of such Tag-Along Member’s rights to participate in such Tag-Along Sale, and the Selling Member shall (subject to Section 9.04(h) and the rights of any Participating Tag-Along Member) thereafter be free to sell to the Proposed Transferee its Membership Interests at a per Membership Interest percentage price that is no greater than the per Membership Interest percentage price set forth in the Sale Notice and on other terms and conditions which are not in the aggregate materially more favorable to the Selling Member than those set forth in the Sale Notice, without any further obligation to the Tag-Along Members that are not Participating Tag-Along Members.

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(d) Consideration. The Selling Member and each Participating Tag-Along Member shall receive the same consideration per Membership Interest percentage after deduction of such Member’s proportionate share of the related expenses in accordance with Section 9.03(f).

(e) Conditions of Sale. Each Participating Tag-Along Member shall make or provide the same representations, warranties, covenants, indemnities, and agreements as the Selling Member makes or provides in connection with the Tag-Along Sale (except that in the case of representations, warranties, covenants, indemnities, and agreements pertaining specifically to the Selling Member, each Participating Tag-Along Member shall make the comparable representations, warranties, covenants, indemnities, and agreements pertaining specifically to itself); provided, that all representations, warranties, covenants, and indemnities shall be made by the Selling Member and each Participating Tag-Along Member severally and not jointly and any indemnification obligation in respect of breaches of representations and warranties that do not relate to such Participating Tag-Along Member shall be in an amount not to exceed the aggregate proceeds received by such Participating Tag-Along Member in connection with any Tag-Along Sale consummated pursuant to this Section 9.04.

(f) Expenses. The fees and expenses of the Selling Member incurred in connection with a Tag-Along Sale for the benefit the Selling Member and all Participating Tag-Along Members (it being understood that costs incurred by or on behalf of the Selling Member for its sole benefit will not be considered to be for the benefit of all Participating Tag-Along Members), to the extent not paid or reimbursed by the Company or the Proposed Transferee, shall be shared by the Selling Member and all the Participating Tag-Along Members on a pro rata basis, based on the consideration received by each such Member; provided, that no such Participating Tag-Along Member shall be obligated to make any out-of-pocket expenditure prior to the consummation of the Tag-Along Sale.

(g) Cooperation. The Selling Member and each Participating Tag-Along Member shall take all actions as may be reasonably necessary to consummate the Tag-Along Sale, including, without limitation, entering into agreements and delivering certificates and instruments, in each case, consistent with the agreements being entered into and the certificates being delivered by the Selling Member.

(h) Deadline for Completion of Sale. The Selling Member shall have ninety (90) days following the expiration of the Tag-Along Period in which to sell the Membership Interests described in the Sale Notice, on terms not more favorable to the Selling Member than those set forth in the Sale Notice and subject to the rights of the Participating Tag-Along Members set forth in this Section 9.04 (which such ninety (90) day period may be extended for a reasonable time not to exceed 120 days to the extent reasonably necessary to obtain any approvals of a Governmental Authority). If at the end of such period the Selling Member has not completed such sale, the Selling Member may not then effect a sale of Membership Interests subject to this Section 9.04 without again fully complying with the provisions of this Section 9.04.

(i) Sales in Violation of the Tag-along Right. If the Selling Member sells or otherwise Transfers to the Proposed Transferee any of its Membership Interests in breach of this Section 9.04, then each Tag-Along Member shall have the right to sell to the Selling Member, and the Selling Member undertakes to purchase from each Tag-Along Member that exercises such right, the percentage of Membership Interests that such Tag-Along Member would have had the right to sell to the Proposed Transferee pursuant to this Section 9.04, for a per Membership Interest percentage amount and form of consideration and upon the terms and conditions on which the Proposed Transferee bought such Membership Interests from the Selling Member, but without indemnity being granted by any Tag-Along Member to the Selling Member; provided, that nothing contained in this Section 9.04 shall preclude any Member from seeking alternative remedies against such Selling Member as a result of its breach of this Section 9.04. The Selling Member shall also reimburse each Participating Tag-Along Member for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Tag-Along Member’s rights under this Section 9.04(i).

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(j) Application of Transfer Restrictions. This Section 9.04 shall only apply to transfers in which (i) the Dragging Member has elected not to exercise its drag-along right under Section 9.03 or (ii) the Transfer is not a permitted transfer under Section 9.02.

Section 9.05 Call Rights.

(a) In the event of:

(i) any Event of Dissociation with respect to a Member;

(ii) the death or Disability of a Member or equity owner of a Member that is an entity if such equity owner controls the Member;

(iii) a Triggering Event with respect to a Member; or

(iv) a Termination of Service with respect to a Member

then in any such event, the Company shall have the right and option (but not the obligation) to purchase, and the applicable Member and its Affiliates shall be required to sell to the Company, all but not less than all of, the Membership Interests then held by them, at a price equal to the Repurchase Value of such Membership Interests; provided, however, that in the event that this Company option arises as a result of a (A) Triggering Event or (B) Termination of Service for Cause or without Good Reason, the Company may purchase the Membership Interests at question for the lesser of the Repurchase Value of such Membership Interests or the sum of such Member’s Capital Contributions. The Managing Member shall decide whether the Company will exercise its option pursuant to this Section. The Managing Member may exercise the foregoing call option by delivering written notice of such exercise to the applicable Member at any time during the period beginning upon the occurrence of the event and ending ninety (90) days after the occurrence of the event.

(b) For purposes of this Section, the “Repurchase Value” of the Membership Interests to be purchased means the three-year average value of such Membership Interests as of the most recent calendar year-end prior to the event giving rise to the call option described in Section 9.05(a), calculated by multiplying the Company’s earnings before interest, taxes, depreciation and amortization for such calendar year times 5.56. For avoidance, of doubt, the Repurchase Value for any call option arising during calendar year 2024 shall be $3,134,137. The closing of the purchase and sale of the Membership Interests hereunder will take place at the Company’s principal office on a date specified by the Company in writing (which date shall be not later than thirty (30) days after the final determination of the Repurchase Value of the Membership Interests). At such closing, the Company (or its assignees pursuant to subsection (c) above, as applicable) will deliver the purchase price for the Membership Interests to be purchased, against delivery of an instrument of transfer of the Membership Interests so purchased, in form reasonably acceptable to the Company, duly executed in blank, in proper form for transfer, free and clear of any and all claims, charges, security interests or other encumbrances of any nature whatsoever.

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(c) At the discretion of the Managing Member, the purchase price shall be payable either (i) in full in cash at the closing or (ii) by delivery to the seller at the closing of an unsecured subordinated promissory note of the Company (a “Note”). Any such Note shall be payable as follows: The Note shall accrue interest on its outstanding balance at the Prime Rate in effect on the day of the Company’s exercise of its call right pursuant to this Section. On each anniversary of the Note until fully paid, the Company shall pay an amount equal to one-third of the original principal amount of the Note plus accrued interest. Any amount of such payment in excess of accrued interest will be applied to reduce the balance of the Note.

(d) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to purchase any Membership Interests hereunder if such purchase would result in a Violation. If and to the extent that any purchase of Membership Interests by the Company would result in a Violation, then:

(i) if the Company may purchase such Membership Interests without causing a Violation by delivering a Note for the purchase price therefor, the Company shall purchase such Membership Interests by delivering a Note; or

(ii) if the delivery of a Note pursuant to clause (i) would result in a Violation, the Company shall purchase and pay for only that portion of the Membership Interests, if any, that would not result in a Violation, and the remaining purchase obligation of the Company shall continue in full force and effect and shall be due and payable at the earliest date on which such purchase would not result in a Violation, and until such date, the selling holders of Membership Interests shall not Transfer any of such Membership Interests.

(e) In the event that any selling Member fails to deliver any Membership Interests at the closing as required by this Agreement, the Company may elect to deposit the purchase price therefor with an escrow agent pending delivery of such Membership Interests and, in that event, such Membership Interests shall be deemed for all purposes (including the right to vote and receive payment of Distributions) to have been Transferred to the Company, and the Membership Interests shall be deemed to have been canceled and to represent solely a right to receive payment of such purchase price, without interest, from the escrow. The escrow agent shall not be liable for any action or inaction taken in good faith and all costs and fees for such escrow agent shall be deducted from the amount of the purchase price held in escrow.

(f) Any payment to be made to a Member subject to a Bankruptcy or its Representative pursuant to this Section 9.05 shall be in complete liquidation and satisfaction of all the rights and interest of such Member and its Representative (and of all Persons claiming by, through or under such Member and its Representative) in and in respect of the Company, including, without limitation, any Membership Interests, any rights in specific Company property, and any rights against the Company and (insofar as the affairs of the Company are concerned) against the Members, and constitutes a compromise to which all Members have agreed

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ARTICLE X
ACCOUNTING; TAX MATTERS

Section 10.01 Income Tax Status. It is the intent of this Company and the Members that this Company shall be treated as a partnership for U.S., federal, state and local income tax purposes. Neither the Company nor any Member shall make an election for the Company to be classified as other than a partnership pursuant to Treasury Regulations Section 301.7701-3.

Section 10.02 Tax Matters Representative.

(a) Appointment; Resignation. The Members hereby appoint the Managing Member as the “partnership representative” as provided in Code Section 6223(a) (the “Tax Matters Representative”). The Members hereby appoint Zack Weber and Randy Uglem, each as a person authorized to act on behalf of the Tax Matters Representative in US federal tax audits and proceedings (each, a “Designated Individual”). A Designated Individual may resign at any time. A Designated Individual may be removed at any time by the Tax Matters Representative. In the event of the resignation of the Tax Matters Representative, the Managing Member shall select a replacement. In the event of the resignation or removal of a Designated Individual, the Tax Matters Representative shall select a replacement.

(b) Tax Examinations and Audits. The Tax Matters Representative is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by Taxing Authorities, including resulting administrative and judicial proceedings, and to expend Company funds for professional services and costs associated therewith. The Tax Matters Representative shall have sole authority to act on behalf of the Company in any such examinations and any resulting administrative or judicial proceedings and shall have sole discretion to determine whether the Company (either on its own behalf or on behalf of the Members) will contest or continue to contest any tax deficiencies assessed or proposed to be assessed by any Taxing Authority.

(c) US Federal Tax Proceedings. To the extent permitted by Applicable Law and regulations, the Tax Matters Representative shall cause the Company to annually elect out of the partnership audit procedures set forth in Subchapter C of Chapter 63 of the Code as amended by the BBA (the “Revised Partnership Audit Rules”) pursuant to Code Section 6221(b). For any year in which Applicable Law and regulations do not permit the Company to elect out of the Revised Partnership Audit Rules, then within forty-five (45) days of any notice of final partnership adjustment, the Tax Matters Representative shall cause the Company to elect the alternative procedure under Code Section 6226, and furnish to the Internal Revenue Service and each Member (including former Members) during the year or years to which the notice of final partnership adjustment relates a statement of the Member’s share of any adjustment set forth in the notice of final partnership adjustment.

(d) Tax Returns and Tax Deficiencies. Each Member agrees that such Member shall not treat any Company item inconsistently on such Member’s federal, state, foreign or other income tax return with the treatment of the item on the Company’s return. Any deficiency for taxes imposed on any Member (including penalties, additions to tax or interest imposed with respect to such taxes and any taxes imposed pursuant to Code Section 6226) will be paid by such Member and if required to be paid (and actually paid) by the Company, will be recoverable from such Member as provided in Section 6.04(d).

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(e) Section 754. The Tax Matters Representative will make an election under Code Section 754, if requested in writing by another Member.

(f) Indemnification. The Company shall defend, indemnify, and hold harmless the Tax Matters Representative against any and all liabilities sustained as a result of any act or decision concerning Company tax matters and within the scope of such Member’s responsibilities as Tax Matters Representative, so long as such act or decision was done or made in good faith and does not constitute gross negligence or willful misconduct.

(g) Survival. The provisions of this Section 10.02 and the obligations of a Member or former Member pursuant to Section 10.01 shall survive the termination, dissolution, liquidation and winding up of the Company and the withdrawal of such Member from the Company or Transfer of such Member’s Membership Interests.

Section 10.03 Tax Returns. At the expense of the Company, the Managing Member (or any Officer that it may designate pursuant to Section 7.02) shall endeavor to cause the preparation and timely filing (including extensions) of all tax returns required to be filed by the Company pursuant to the Code as well as all other required tax returns in each jurisdiction in which the Company own property or do business. As soon as reasonably possible after the end of each Fiscal Year, the Managing Member or designated Officer will cause to be delivered to each Person who was a Member at any time during such Fiscal Year, IRS Schedule K-1 to Form 1065 and such other information with respect to the Company as may be necessary for the preparation of such Person’s federal, state and local income tax returns for such Fiscal Year.

Section 10.04 Company Funds. All funds of the Company shall be deposited in its name, or in such name as may be designated by the Managing Member, in such checking, savings or other accounts, or held in its name in the form of such other investments as shall be designated by the Managing Member. The funds of the Company shall not be commingled with the funds of any other Person. All withdrawals of such deposits or liquidations of such investments by the Company shall be made exclusively upon the signature or signatures of such Officer or Officers as the Managing Member may designate.

ARTICLE XI
DISSOLUTION AND LIQUIDATION

Section 11.01 Events of Dissolution. The Company shall be dissolved, and its affairs wound up only upon the occurrence of any of the following events:

(a) The determination of the Members to dissolve the Company;

(b) The sale, exchange, involuntary conversion, or other disposition or Transfer of all or substantially all the assets of the Company; or

(c) The entry of a decree of judicial dissolution under Section 18-802 of the Delaware Act.

Section 11.02 Effectiveness of Dissolution. Dissolution of the Company shall be effective on the day on which the event described in Section 11.01 occurs, but the Company shall not terminate until the winding up of the Company has been completed, the assets of the Company have been distributed as provided in Section 11.03 and the Certificate of Formation shall have been cancelled as provided in Section 11.04.

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Section 11.03 Liquidation. If the Company is dissolved pursuant to Section 11.01, the Company shall be liquidated, and its business and affairs wound up in accordance with the Delaware Act and the following provisions:

(a) Liquidator. The Managing Member shall act as liquidator to wind up the Company (the “Liquidator”). The Liquidator shall have full power and authority to sell, assign, and encumber any or all of the Company’s assets and to wind up and liquidate the affairs of the Company in an orderly and business-like manner.

(b) Accounting. As promptly as possible after dissolution and again after final liquidation, the Liquidator shall cause a proper accounting to be made by a recognized firm of certified public accountants of the Company’s assets, liabilities and operations through the last day of the calendar month in which the dissolution occurs or the final liquidation is completed, as applicable.

(c) Distribution of Proceeds. The Liquidator shall liquidate the assets of the Company and distribute the proceeds of such liquidation in the following order of priority, unless otherwise required by mandatory provisions of Applicable Law:

(i) first, to the payment of all of the Company’s debts and liabilities to its creditors (including Members, if applicable) and the expenses of liquidation (including sales commissions incident to any sales of assets of the Company);

(ii) second, to the establishment of and additions to reserves that are determined by the Liquidator to be reasonably necessary for any contingent unforeseen liabilities or obligations of the Company; and

(iii) third, to the Members in accordance with the positive balances in their respective Capital Accounts, as determined after taking into account all Capital Account adjustments for the taxable year of the Company during which the liquidation of the Company occurs.

(d) Discretion of Liquidator. Notwithstanding the provisions of Section 11.03(c) that require the liquidation of the assets of the Company, but subject to the order of priorities set forth in Section 11.03(c), if upon dissolution of the Company the Liquidator reasonably determines that an immediate sale of part or all of the Company’s assets would be impractical or could cause undue loss to the Members, the Liquidator may defer the liquidation of any assets except those necessary to satisfy Company liabilities and reserves, and may distribute to the Members, in lieu of cash, as tenants in common and in accordance with the provisions of Section 11.03(c), undivided interests in such Company assets as the Liquidator deems not suitable for liquidation. Any such distribution in kind shall be subject to such conditions relating to the disposition and management of such properties as the Liquidator deems reasonable and equitable and to any agreements governing the operating of such properties at such time. For purposes of any such distribution, any property to be distributed will be valued at its Fair Market Value, as determined by the Liquidator in good faith.

Section 11.04 Cancellation of Certificate. Upon completion of the distribution of the assets of the Company as provided in Section 11.03(c) hereof, the Company shall be terminated and the Liquidator shall cause the cancellation of the Certificate of Formation in the State of Delaware and of all qualifications and registrations of the Company as a foreign limited liability company in jurisdictions other than the State of Delaware and shall take such other actions as may be necessary to terminate the Company.

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Section 11.05 Survival of Rights, Duties and Obligations. Dissolution, liquidation, winding up or termination of the Company for any reason shall not release any party from any Loss that at the time of such dissolution, liquidation, winding up or termination already had accrued to any other party or thereafter may accrue in respect of any act or omission prior to such dissolution, liquidation, winding up or termination. For the avoidance of doubt, none of the foregoing shall replace, diminish or otherwise adversely affect any Member’s right to indemnification pursuant to Section 8.03.

Section 11.06 Recourse for Claims. Each Member shall look solely to the assets of the Company for all distributions with respect to the Company, such Member’s Capital Account, and such Member’s share of Net Income, Net Loss and other items of income, gain, loss and deduction, and shall have no recourse therefor (upon dissolution or otherwise) against the Liquidator or any other Member.

ARTICLE XII
MISCELLANEOUS

Section 12.01 Expenses. Except as otherwise expressly provided herein, all costs and expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with the preparation and execution of this Agreement, or any amendment or waiver hereof, and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses.

Section 12.02 Further Assurances. In connection with this Agreement and the transactions contemplated hereby, the Company and each Member hereby agrees, at the request of the Company or any other Member, to execute and deliver such additional documents, instruments, conveyances and assurances and to take such further actions as may be required to carry out the provisions hereof and give effect to the transactions contemplated hereby.

Section 12.03 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12.03):

If to the Company: Tulp 24.1, LLC c/o Lendway, Inc. 5000 West 36th Street, Suite 220 Minneapolis, MN 55416 Attn: Randy Uglem Email:

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with a copy to:	Faegre Drinker Biddle & Reath LLP 2200 Wells Fargo Center, 90 South Seventh Street Minneapolis, Minnesota 55402, USA Attn: Joshua Colburn Email:
If to Majority Member:	Lendway, Inc. 5000 West 36th Street, Suite 220 Minneapolis, MN 55416 Attn: Randy Uglem Email:
with a copy to:	Faegre Drinker Biddle & Reath LLP 2200 Wells Fargo Center, 90 South Seventh Street Minneapolis, Minnesota 55402, USA Attn: Joshua Colburn Email:
If to Minority Member:	Attention: Werner F. Jansen
with a copy to:	Moss & Barnett, PA 150 South Fifth Street, Suite 1200 E-mail: Attention: Craig Brandt

Section 12.04 Headings. The headings in this Agreement are inserted for convenience or reference only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provision of this Agreement.

Section 12.05 Severability. If any term or provision of this Agreement is held to be invalid, illegal or unenforceable under Applicable Law in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Except as provided in Section 8.03(g), upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

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Section 12.06 Entire Agreement. This Agreement, together with the Certificate of Formation and all related Exhibits and Schedules, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

Section 12.07 Successors and Assigns. Subject to the restrictions on Transfers set forth herein, this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns. This Agreement may not be assigned by any Member except as permitted by this Agreement and any assignment in violation of this Agreement shall be null and void.

Section 12.08 No Third-Party Beneficiaries. Except as provided in Article VIII, which shall be for the benefit of and enforceable by Covered Persons as described therein, this Agreement is for the sole benefit of the parties hereto (and their respective heirs, executors, administrators, successors and assigns) and nothing herein, express or implied, is intended to or shall confer upon any other Person, including any creditor of the Company, any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

Section 12.09 Amendment. No provision of this Agreement may be amended or modified except by an instrument in writing executed by both of the Members. Any such written amendment or modification will be binding upon the Company and each Member. Notwithstanding the foregoing, amendments to Schedule A that are necessary to reflect any new issuance, redemption, repurchase or Transfer of Membership Interests in accordance with this Agreement may be made by the Managing Member without the consent of or execution by the Members.

Section 12.10 Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. For the avoidance of doubt, nothing contained in this Section 12.01 shall diminish any of the explicit and implicit waivers described in this Agreement, including in Section 12.13 hereof.

Section 12.11 Governing Law. All issues and questions concerning the application, construction, validity, interpretation and enforcement of this Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Delaware.

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Section 12.12 Submission to Jurisdiction. The parties hereby agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby, whether in contract, tort or otherwise, shall be brought in the United States District Court for the District of Delaware or in the Court of Chancery of the State of Delaware (or, if such court lacks subject matter jurisdiction, in the Superior Court of the State of Delaware), so long as one of such courts shall have subject-matter jurisdiction over such suit, action or proceeding, and that any case of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of Delaware. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding that is brought in any such court has been brought in an inconvenient form. Service of process, summons, notice or other document by registered mail to the address set forth in Section 12.03 shall be effective service of process for any suit, action or other proceeding brought in any such court.

Section 12.13 Waiver of Jury Trial. Each party hereto hereby acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.

Section 12.14 Equitable Remedies. Each party hereto acknowledges that a breach or threatened breach by such party of any of such party’s obligations under this Agreement would give rise to irreparable harm to the other parties, for which monetary damages would not be an adequate remedy, and hereby agrees that in the event of a breach or a threatened breach by such party of any such obligations, each of the other parties hereto shall, in addition to any and all other rights and remedies that may be available to them in respect of such breach, be entitled to equitable relief, including a temporary restraining order, an injunction, specific performance and any other relief that may be available from a court of competent jurisdiction (without any requirement to post bond).

Section 12.15 Attorneys’ Fees. In the event that any party hereto institutes any legal suit, action or proceeding, including arbitration, against another party in respect of a matter arising out of or relating to this Agreement, the prevailing party in the suit, action or proceeding shall be entitled to receive, in addition to all other damages to which it may be entitled, the costs incurred by such party in conducting the suit, action or proceeding, including reasonable attorneys’ fees and expenses and court costs.

Section 12.16 Remedies Cumulative. The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise, except to the extent expressly provided in Section 8.02 to the contrary.

Section 12.17 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email or other means of Electronic Transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

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

“COMPANY”
TULP 24.1, LLC
By:	/s/ Randy Uglem
Name:	Randy Uglem
Title:	Chief Executive Officer
“MEMBERS”
LENDWAY, INC.
By:	/s/ Randy Uglem
Name:	Randy Uglem
Title:	Chief Executive Officer
By:	/s/ Werner F. Jansen
Name:	Werner F. Jansen

[Signature Page to A&R LLC Agreement – Tulp 24.1, LLC]

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EX-10.5

EXHIBIT 10.5

MANAGEMENT SERVICES AGREEMENT

This Management Services Agreement (this “Agreement”) is made and entered into as of February 22, 2024 (the “Effective Date”), by and between Lendway, Inc. a publicly traded company on NASDAQ, incorporated and validly existing under the Laws of the State of Delaware (“Lendway”) and Tulp 24.1, LLC, a Delaware limited liability company (the “Company”).

1. Appointment. The Company hereby engages Lendway, and Lendway hereby agrees, upon the terms and conditions set forth herein, to provide or cause its Affiliates to provide certain advisory and consulting services to the Company as described in Section 3 below. For purposes of this Agreement, an “Affiliate” of any specified person is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified.

2. Term. This Agreement will commence on the Effective Date and terminate as provided in Section 6 below. No termination of this Agreement will affect the Company’s obligation to pay any fees accrued, or reimburse any cost or expense incurred, under this Agreement before the effective date of termination.

3. Services of Lendway. During the Term, Lendway hereby agrees to consult with the Company’s board of managers (the “Board”) and management of the Company and its subsidiaries in such manner and regarding the following matters as may be reasonably agreed to between Lendway and the Board and/or management:

(a)	corporate strategy;
(b)	financial and investment management and advisory services;
(c)	acquisition and divestiture strategies;
(d)	debt and equity financings; and
(e)	investment banking and financial, strategic and corporate advisory services in connection with the Initial Transactions and any other Transaction.

For the avoidance of doubt, in no event will Lendway be required to provide any accounting services, legal services, or actuarial services to the Company. The services provided by Lendway are advisory only and the Company is free to accept or reject any such advice in its sole discretion. The Company acknowledges that Lendway provides similar services for its own account and for other third parties; nothing herein will be interpreted as requiring Lendway to perform these services exclusively for the Company. Lendway will provide and devote to the performance of this Agreement such partners, employees and agents of Lendway as Lendway deems appropriate for the furnishing of the services required hereby, and at such times as reasonably determined by Lendway.

4. Compensation and Payment. In consideration of the services to be rendered by Lendway or its Affiliates hereunder, the Company will pay to Lendway an annual fee (the “Annual Fee”) in an amount equal to the greater of (i) the EBITDA Percentage Amount (as defined below) for such fiscal year or (ii) $720,000. The Annual Fee is payable in advance in quarterly installments based on Estimated EBITDA (as defined below) for such fiscal year on the first business day of each January, April, July and October of each year, with the first such installment payable on July 3, 2024. No later than 120 days following the end of the Company’s fiscal year, the Annual Fee may be adjusted based upon the final audited financial statements of the Company to reflect any differences between Estimated EBITDA and Actual EBITDA. If the Annual Fee previously paid to Lendway should have been less based on Actual EBITDA, Lendway will refund to the Company any excess and if the Annual Fee previously paid to Lendway should have been more based on Actual EBITDA, the Company shall pay to Lendway any additional amount, in each case no later than five business days after the determination of Actual EBITDA. For purposes of this Agreement, (i) the “EBITDA Percentage Amount” means 10% of EBITDA (as defined below) of the Company, (ii) “Estimated EBITDA” means EBITDA as set forth in the budget approved by the Board, (iii) “EBITDA” means, with respect to any fiscal year of the Company, the net income before interest, income taxes, depreciation and amortization of the Company and its subsidiaries for such period, determined in accordance with GAAP, with such adjustments as approved by the Board and (iv) “Actual EBITDA” means, EBITDA as reflected in the Company’s audited financial statements for such fiscal year, with such adjustments as approved by the Board.

If the Company is prohibited for any reason under Section 8 below from paying any Annual Fees in whole or in part at the times provided in this Section 4, any amount not paid when due will be accrued and will bear interest at a rate of 6% per annum. Payment of any such amounts will be made by the Company as set forth in Section 8 below. The parties acknowledge and agree that the Board may, with the prior written consent of Lendway, increase or decrease the Annual Fee.

5. Expenses. The Company will reimburse Lendway for all reasonable travel and other out‑of‑pocket expenses reasonably incurred by Lendway and its directors, officers, principals, partners, employees and associates in the performance of its duties under this Agreement. These expenses include, without limitation, all expenses incurred by Lendway in connection with the Initial Transactions or any other Transaction (e.g., accountants’, financial advisors’, attorneys’ and consultants’ fees and expenses). The fees and expenses in connection with the Initial Transactions are payable on the Effective Date. Reimbursement of such fees and expenses will be in addition to the Annual Fee and the Transaction Fees.

6. Termination. This Agreement may be terminated:

(a)	by the mutual written agreement of Lendway and the Company;
(b)	by the Company, if neither Lendway nor its Affiliates continues to own or control, directly or indirectly any equity interest in the Company or any of its Affiliates; or

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(c) by the Company or Lendway, upon material breach by the other party of this Agreement and failure to remedy that breach within thirty days of written notice thereof.

Upon any termination or expiration of this Agreement, all accrued and unpaid fees and all unreimbursed expenses will immediately become due and payable and the Company’s obligation to pay such accrued and unpaid fees and unreimbursed expenses will survive the termination or expiration of this Agreement.

7. Disclaimers; Indemnification; Limitation of Liability.

(a) Lendway makes no representations or warranties, express or implied, in respect of the services to be provided by Lendway hereunder.

(b) The Company will defend, indemnify and hold harmless Lendway and its Affiliates, officers, directors, managers, principals, partners, stockholders, members, employees, associates, agents, representatives, and controlling persons (“controlling persons” as defined in Section 15 of the Securities Act of 1933, as amended) (collectively, the “Indemnified Parties”) from and against any and all losses, liabilities, suits, claims, demands, actions, costs, expenses and damages (including, without limitation, reasonable attorneys’ fees) (collectively, “Losses”) that the Indemnified Parties or any of them may incur by reason of any acts or omissions, or alleged acts or omissions, arising out of, related to, or in connection with the services rendered to the Company pursuant to this Agreement (collectively, “Matters”); provided, however, that if an “Event of Default” (as defined in the Credit Agreement (as defined in Section 8 below)) has occurred and is continuing under the Credit Agreement, then the Company’s obligations to indemnify any Indemnified Party hereunder shall be fully subordinated and junior, in all respects, to the prior payment in full, in cash of all of the “Obligations” arising in connection with and as defined in the Credit Agreement. The Company will promptly reimburse any Indemnified Party for all expenses as such expenses are incurred by such Indemnified Party in connection with the investigation of, preparation for or defense of, any pending or threatened claim arising out of, related to, or in connection with any Matter, or any action or proceeding arising therefrom; provided, however, that each Indemnified Party so reimbursed will repay such expenses if it is ultimately determined by a court of competent jurisdiction in a final judgment from which no further appeal may be taken that such Indemnified Party is not entitled to indemnification for such Matter pursuant to the provisions of this Agreement.

(c) The Company also agrees that no Indemnified Party will have any liability to the Company or its Affiliates, officers, directors, managers, principals, partners, stockholders, members, employees, associates, agents, representatives, or controlling persons for any Losses related to or arising out of any Matter. In no event will any Indemnified Party be liable to any person described above in this Section 7(c) for any special, indirect, punitive or consequential damages, including, without limitation, loss of profits or lost business, even if Lendway has been advised of the possibility of such damages. Under no circumstances will the liability of Lendway and the other Indemnified Parties exceed, in the aggregate, the fees actually paid to Lendway hereunder.

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(d) Notwithstanding any provision herein to the contrary, the Company will not be liable, and the Indemnified Parties will not be exculpated, to the extent that any Losses are finally determined by a court of competent jurisdiction in a final judgment from which no further appeal may be taken, to have resulted primarily and directly from the willful misconduct or fraud of an Indemnified Party. The Company agrees that the exculpation, indemnification and reimbursement commitments set forth in this Agreement will apply whether or not such Indemnified Party is a formal party to any such claim, action or proceeding. No Indemnified Party will be liable for any settlement or compromise of any litigation or proceeding effected without its written consent (not to be unreasonably withheld or delayed), unless such settlement or compromise includes an unconditional release of each Indemnified Party from all liability arising out of such claim, action, suit or proceeding.

(e) The Company acknowledges that the foregoing exculpation, indemnification and reimbursement is applicable to all Losses resulting from Matters that have resulted from or are alleged to have resulted from the active or passive, or the sole, joint or concurrent, ordinary or gross negligence of Lendway or any other Indemnified Party.

(f) It is understood that Lendway and certain other Indemnified Parties may also be engaged to act for the Company or its subsidiaries in one or more additional capacities, and that the terms of any such additional engagements may be embodied in one or more separate written agreements. This exculpation and indemnification will apply to Lendway’s engagement hereunder, as well as to any such additional engagement(s) (whether written or oral) and any modification of such engagement or additional engagement(s), and shall remain in full force and effect following the completion or termination of such engagement or additional engagement(s).

(g) The reimbursement and indemnity obligations of the Company under this Section 7 shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to any Affiliate of Lendway, and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, Lendway and any such Affiliate.

(h) The provisions of this Section 7 will survive the termination or expiration of this Agreement with respect to any services rendered by Lendway or any of the Indemnified Parties prior thereto.

8. Certain Limitations. Notwithstanding any provision herein to the contrary, no payment under this Agreement shall be made or permitted or required to be made to the extent the making of such payment is prohibited under the terms of any credit agreement of the Company (a “Credit Agreement”) or any subordination agreement executed in connection with any Credit Agreement (a “Subordination Agreement”). Any payments that are prohibited by this Section 8 shall become payable immediately upon the earlier of: (i) the Company being no longer prohibited under a Credit Agreement or Subordination Agreement from making such payments and (ii) repayment in full of any obligations under a Credit Agreement and termination of all commitments to lend thereunder.

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9. Entire Agreement; Modification. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof. No modification, amendment or waiver of any provision of this Agreement will be effective unless in writing and signed by the parties hereto. The failure at any time to enforce any of the provisions of this Agreement will in no way be construed as a waiver of such provisions and will not affect the right of any of the parties thereafter to enforce each and every provision hereof in accordance with its terms.

10. Assignment; Binding Effect. Neither this Agreement nor any of the rights or obligations of the parties hereunder may be assigned, except that Lendway may assign its rights and obligations hereunder to any of its Affiliates. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement, except as set forth in Section 14 below.

11. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law.

12. Notices. All notices, requests, demands, consents, approvals, declarations and other communications required by this Agreement must be in writing and will be deemed delivered (a) if given by email during normal business hours, when transmitted and the appropriate confirmation is received, and if given by email outside of normal business hours, when transmitted and the appropriate confirmation is received during normal business hours of the next business day, (b) if given by first‑class mail (certified and return-receipt requested), when delivered, (c) if given by a nationally recognized overnight courier, when received, or (d) when personally delivered, addressed:

(i)	If to Lendway, at:
	Lendway, Inc. 5000 West 36th Street, Suite 220 Minneapolis, MN 55416 Attn: Randy Uglem Email:
	with a copy to:
	Faegre Drinker Biddle & Reath LLP 2200 Wells Fargo Center, 90 South Seventh Street Minneapolis, Minnesota 55402, USA Attn: Joshua Colburn Email:

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(ii)	If to the Company, at:
	Tulp 24.1, LLC c/o Lendway, Inc. 5000 West 36th Street, Suite 220 Minneapolis, MN 55416 Attn: Randy Uglem Email:
	with a copy to: Faegre Drinker Biddle & Reath LLP 2200 Wells Fargo Center, 90 South Seventh Street Minneapolis, Minnesota 55402, USA Attn: Joshua Colburn Email:

or to such other address as a party may from time to time designate in writing to the other party in accordance with this Section 12.

13. Independent Contractor. Nothing herein shall be construed to create a joint venture or partnership between the parties hereto or an employee/employer relationship. Lendway shall be an independent contractor pursuant to this Agreement. Neither party hereto shall have any express or implied right or authority to assume or create any obligations on behalf of or in the name of the other party or to bind the other party to any contract, agreement or undertaking with any third party. Nothing in this Agreement shall be deemed or construed to enlarge the fiduciary duties and responsibilities, if any, of Lendway or any of its Affiliates, including, without limitation, in any of their respective capacities as stockholder or directors of the Company or its Affiliates.

14. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Agreement; provided, however, that the Indemnified Parties are third party beneficiaries of this Agreement and are entitled to enforce this Agreement as if they were parties hereto.

15. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Any such term or provision that is so held to be invalid, illegal or unenforceable will be amended so that it is valid, legal and enforceable to the maximum extent permitted by applicable law, but as close to the parties’ original intent as is permissible.

16. Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby. Each party to this Agreement certifies and acknowledges that (a) no representative of any other party has represented, expressly or otherwise, that such other party would not seek to enforce the foregoing waiver in the event of a legal action; (b) such party has considered the implications of this waiver; (c) such party makes this waiver voluntarily; and (d) such party has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this Section 16.

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17. No Strict Construction. The parties to this Agreement have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.

18. Headings. The descriptive headings contained in this Agreement are for convenience of reference only and will not affect in any way the meaning or interpretation of this Agreement.

19. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed to be an original and all of which, taken together, will constitute one and the same agreement. Delivery of an executed signature page to this Agreement via email in .pdf format will be as effective as delivery of a manually signed counterpart thereof.

**[SIGNATURE PAGE TO FOLLOW]**

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IN WITNESS WHEREOF, the parties hereto have executed this Management Services Agreement on the date first written above.

LENDWAY, INC.
By:	/s/ Randy Uglem
Name:	Randy Uglem
Title:	Chief Executive Officer
TULP 24.1, LLC
By:	/s/ Randy Uglem
Name:	Randy Uglem
Title:	Chief Executive Officer

[Signature Page to Management Services Agreement]

EX-10.6

EXHIBIT 10.6

Lease Agreement

This lease, dated July 1, 2021, is made between: Horti-Group, LLC, herein called Lessor and Fresh Tulips USA, LLC dba Bloomia, herein called Lessee. Lessee hereby agrees to lease from Lessor the premises situated in King George, State of Virginia, described as 2259 Kings Hwy, and as more particularly described in Exhibit A, upon the following TERMS and CONDITIONS:

Use: Lessee shall use and occupy the premises for Horticultural Plant Production. The premises shall be used for no other purpose. Lessor represents that the premises may lawfully be used for such purpose.

Alterations: Lessee shall not, without first obtaining the written consent of Lessor, make any alterations, additions or improvements, in, to or about the premises. Lessor shall design, procure and install a table system, new chiller, back-up generator and other greenhouse adaptations. The aforesaid improvements are intended to be completed on or about 12/31/2022.

Ordinances and Statutes: Lessee shall, at Lessee’s sole cost comply with all statutes, ordinances and requirements of all municipal, state and federal authorities now in force, pertaining to the use of said premises and shall faithfully observe in said use all municipal ordinances, state and federal statutes now in force or which may hereafter be in force and observe and maintain all Environmental standards.

Term and Rent: Lessor to lease to Lessee the above premises for a term of 7.5 years commencing July 1, 2021, and terminating on December 31, 2028, as provided herein. Lessee shall pay to Lessor, without deduction (except as set forth hereafter) or offset and prior to notice or demand and for the use and occupancy of the leased premises, a monthly rental of $ 272,214.06 payable in advance on the 1st day of each and every calendar month thereafter, in advance. The lease payment shall increase by 2% each and every year beginning on January 1st of such year. Bloomia has the option to extend the lease for an additional 10 years upon completion of this agreement by notifying Lessor at least 6 months prior to expiration of this agreement. If notification of extension is not received in writing by 7/1/2028 option to extend will expire. Upon execution of this agreement all other property leases in effect between the parties will become null and void.

(A) All rental payments shall be made to Lessor by bank wire as designated by Lessor.

(B) Late Payments: Any rent payment not received by Lessor within 1 day of its due date shall be subject to a late fee of 1.00% per month. This Late Fee shall commence on the 2nd day of the month and accrue until rent payment and accumulative Late Fees are received by Lessor.

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Assignment and Subletting: Lessee shall not assign this lease or sublet any portion of the premises without prior written consent of the Lessor. Any such assignment or subletting without consent shall be void and at the option of the Lessor may terminate this lease.

Maintenance and Repairs. Lessee shall, at its own expense, during the Term, (i) keep the Leased Premises in good order and condition, reasonable wear and tear excepted, (ii) make all repairs and do all acts of maintenance becoming necessary during the Term in, upon or about the Leased Premises, (iii) replace all worn out and broken parts of the heating, interior plumbing and electrical systems and equipment as well as the air conditioning and sprinkler systems and equipment, and (iv) install adequate air conditioning and heating equipment suitable for Lessee’s own purposes. In the event that Tenant fails after ten (10) days’ written notice from Lessor to keep the Leased Premises in good state of condition and repair, or to commence required repairs, or to do any act or make any payment or perform any term or covenant on Tenant’s part required under this Lease or otherwise fails to comply herewith, Lessor may (at its option, but without being required to do so) immediately or at any time thereafter perform the same for the account of Tenant (including entering the Leased Premises at all reasonable hours to make repairs and do any act or make any payment which Tenant has failed to do), and if Lessor makes any expenditures or incurs any obligations for the payment of money in connection therewith, such sums paid or obligations incurred shall be deemed to be additional rent hereunder, and shall be paid by Tenant to Lessor within five (5) days of receipt of any bill or statement provided by Lessor to Tenant therefor. All rights given to Lessor in this Section shall be in addition to any other right or remedy of Lessor herein contained.

Outdoor Spaces: Lessee shall be permitted to use the paved designated parking area for passenger vehicle parking only and shall keep all driveways free of obstruction. Storage of materials in parking lots or surrounding land shall not be permitted.

Trash Disposal: Lessee will not permit the accumulation of waste or refuse material. Lessee shall have the responsibility of disposing of its own rubbish, trash and garbage, and shall not store or deposit them on the premises without the written consent of the Lessor.

Utilities: All utilities shall be the sole responsibility of the Lessee and shall be based on usage. The Lessor shall calculate the utility payments required and issue an invoice to the Lessee on a monthly basis.

Entry and Inspection: Lessee shall permit Lessor or Lessor’s agents to enter upon the premises for the purpose of inspecting the same and will permit persons desiring to lease the same to inspect the premises thereafter. The Lessee will not obstruct or permit the obstruction of the driveway or the parking lot upon the Demised Premises.

Possession: If Lessor is unable to deliver possession of the premises at the commencement hereof, Lessor shall not be liable for any damage caused thereby, nor shall this lease be void or voidable, but Lessee shall not be liable for any rent until possession is delivered.

Indemnification of Lessor: Lessor shall not be liable for any damage or injury to Lessee or any other person or to any property, occurring on the demised premises or any part thereof and Lessee agrees to hold Lessor harmless from any claim for damages, no matter how caused.

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Lessor shall not be liable for any loss, damage or injury of any kind, to any person, including Lessee, Lessee(s) family and Lessee(s) customers or property arising from any use of the Leased Premises, any part thereof or caused by any defect in any structure, facility or other improvements thereon or therein or caused by or arising from any act or omission of Lessee, Lessee(s) family, Lessee(s) customers or guests or any other person or by or from an accident on the premises or any fire or other casualty or occasioned by the failure of Lessee to maintain or repair the Leased Premises or by Lessee(s) breach of any obligation under this Lease.

Lessee, as a material part of the consideration to be rendered Lessors, hereby waives all claims and demands against Lessor for all the aforesaid losses and damages to goods, wares and merchandise in, upon or about said premises and for injuries to persons in, upon or about said premises, from any cause whatsoever, arising at any time. Lessee will hold Lessor, its employees, agents and affiliated entities exempt and harmless from any liability, loss, cost and obligation on account of any damage or injury to any person or to the goods, wares and merchandise of any person, arising in any manner from the use or occupancy of the premises by the Lessee.

Insurance: Lessee, at Lessee(s) sole cost and expense, but for the mutual benefit of Lessor and Lessee maintain public liability insurance, including liability against claims for personal injury, death or property damage occurring in, upon or about the premises and on any sidewalks directly adjacent to the premises. The limits of liability of such insurance shall not be less than $ 2,000,000 in respect to injury or death of one person and to the limit of not less than $5,000,000 in respect to any one occurrence and to the limit of not less than $1,000,000 in respect to property damage or in such higher amounts as Lessor may require.

All such policies of insurance shall be issued in the name of the Lessee, with the Lessor named as additional insured. Evidence of the insurance of such policies shall be delivered to Lessor within (10) days after the term of this Lease commences. Lessee shall obtain a written obligation on the part of each insurance company to notify Lessor in writing at least (30) days prior to any cancellation or material change of coverage. The Lessor agrees to keep the Demised Premises insured at its own expense, at all times during the term of this Lease against destruction by fire or other casualty. The Lessee is responsible to insure their own crop, as well as their personal property and equipment, from all damage caused by fire, power outage, and all other casualty.

Eminent Domain: If the premises or any part thereof or any estate therein or any other part of the building materially affecting Lessee(s) use of the premise, as determined by Lessor shall be taken by eminent domain, this lease shall terminate on the date when title vests pursuant to such taking. The rent and any additional rent, shall be apportioned as of the termination date and any rent paid for any period beyond that date shall be repaid to Lessee. Lessee shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Lessee may file a claim for any taking of fixtures, improvements owned by Lessee and for moving expenses.

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Destruction of Premises: In the event of a partial destruction of the premises during the term hereof, from any storm, earthquake, or natural disaster (“act of God”), Lessor shall forthwith repair the same, provided that such repairs can be made within one hundred and twenty (120) days under existing governmental laws and regulations, but such partial destruction shall not terminate this lease, except that Lessee shall be entitled to a proportionate reduction of rent while such repairs are being made, based upon the extent to which the making of such repairs shall interfere with the business of Lessee on the premises. If such repairs cannot be made within said one hundred and twenty (120) days, Lessor, at Lessor(s) option, may make the same within a reasonable time, this lease continuing in effect with the rent proportionately abated as aforesaid and in the event that Lessor shall not elect to make such repairs which cannot be made within one hundred and twenty (120) days, this lease may be terminated at the option of either party. In the event that the building in which the demised premises may be situated is destroyed to an extent of not less than one-third of the replacement costs thereof, Lessor may elect to terminate this lease whether the demised premises be injured or not. A total destruction of the building in which the premises may be situated shall terminate this lease.

Hazardous Materials: During the Term, Tenant shall comply with all Environmental Laws in connection with the use, maintenance, ownership and operation of the Premises and the conduct of all business at the Premises. Tenant shall not use, manufacture, store, release or dispose of any Hazardous Materials at the Premises in violation of any Environmental Laws.

Cleanup and Removal. In the event of any release, deposit or discharge of any Hazardous Materials on or at the Premises caused or permitted by Tenant Parties or any other violation of this Section caused or permitted by Tenant Parties, Tenant shall promptly clean up and remove the same and cure such violation in accordance with all applicable Environmental Laws and the requirements of the governmental authorities having jurisdiction. Tenant shall obtain the prior written approval of Landlord, which shall not be unreasonably withheld or delayed, before undertaking any remedial action pursuant to this Section.

Notice of Violation. Both Landlord and Tenant shall, immediately upon receipt of notice of any violation of Environmental Laws pursuant to this Section, deliver a copy of the same to the other party.

Indemnity. Tenant agrees to indemnify, defend, and hold Landlord and all Affiliates of Landlord harmless from and against all Damages which may be incurred by such parties as a result of any violation of this Section by any Tenant Parties. Lessee’s obligations hereunder shall survive termination or expiration of this Lease.

Any breach of any warranty, representation or agreement contained in this section shall entitle Lessor, at Lessor’s sole cost and expense, to commission an environmental audit of the Premises to determine the nature and extent of damages, actual or potential.

Default:

a. Upon the occurrence of any Default and in addition to any and all other rights or remedies Lessor has under this Lease, Lessor shall have the immediate right, whether or not this Lease has been terminated, to re-enter and repossess the Premises or any part thereof, by force, summary proceedings, ejectment, or otherwise, with the right to remove all persons and property there from. Lessor shall be under no liability for or by reason of such entry, repossession or removal. No such entry or taking of possession of the Premises by Lessor shall be construed as an election on Lessor’s part to terminate the Lease unless a written notice of such election be given to Lessee.

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Upon the occurrence of a Default, Lessor may, at its option, with or without re-entering the Premises, declare this Lease and the tenancy hereby created terminated by notice in writing to Lessee, and Lessor shall be entitled to the benefit of all provisions of the laws of the Commonwealth of Virginia respecting summary ejectment and the recovery of lands and tenements held over by Lessees. However, there shall be no grace period with respect to the payment of any Rent, nor shall Lessee be entitled to notice of and/or the right to cure nonpayment of any Rent, and the non-timely payment of Rent shall automatically entitle Lessor to all the remedies set forth in this Subsection.

b. Notwithstanding reentry and termination pursuant to this Lease, Lessee shall remain liable for any Rent or damages which may be due or sustained prior thereto, as well as all reasonable costs, legal and professional fees and expenses incurred by Lessor in reentering and leasing the Premises to another Lessee, and Lessee shall further be liable for a sum of money, as liquidated damages and not as a penalty, to be calculated in the following manner: Lessee shall pay an amount of money equal to the Monthly Rent, which but for such termination would have become payable during the unexpired portion of the Term remaining at the time of such termination, less the amount of Monthly Rent, if any, which Lessor may receive during such period from another to whom the Premises may be rented on such terms and conditions and at such rent as Lessor may reasonably determine. Such liquidated damages shall be payable in monthly installments, in advance, on the first day of each calendar month following termination and continuing until the date originally fixed herein for the expiration of the Term. Any suit or action brought to collect the amount of any deficiency for any month shall not in any manner prejudice the right of Lessor to collect any deficiency for any subsequent month by a similar proceeding. Within thirty (30) days after the date fixed herein for the expiration of the Term, Lessor shall give a written statement to Lessee showing all sums received by Lessor by way of liquidated damages and all sums received from others to whom the Premises may have been rented. If Lessee has paid a greater sum of money than is due, as determined by the terms of this paragraph, Lessor shall promptly refund to Lessee any such excess.

c. Lessee further covenants and agrees to pay to Lessor all costs, expenses, attorneys’ fees (including interest on the amount so advanced by Lessor at twelve percent (12%) per annum, but no greater than the maximum rate permitted by law, accruing from the date of the advance by Lessor until paid by Lessee) incurred by Lessor in enforcing or attempting to enforce any covenant or agreement set forth in this Lease or pursuing its remedies in the event of a Default; provided, however, that Lessor shall have no obligation to cure any Default.

d. Lessor shall be entitled, upon any Default, to sell, lease or otherwise dispose of any or all of Lessee’s personal property and fixtures in their then condition, or following any commercially reasonable preparation or processing pursuant to the Virginia Uniform Commercial Code. The proceeds of such sale or lease shall be applied to: (i) all expenses involved in the retaking, storing, preparation for sale or lease, selling, leasing of the property and, to the extent permitted by law, all reasonable attorneys’ fees and legal expenses incurred thereby; (ii) any amounts necessary to release any prior liens on Lessee’s personal property and fixtures; and (iii) any amounts due Lessor pursuant to this Lease. Any surplus after application of the proceeds shall be paid to Lessee.

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e. All remedies of Lessor shall be cumulative. Election by Lessor to exercise any remedy shall not prevent or be deemed a waiver of Lessor’s right to thereafter exercise any other remedy.

f. Lessee agrees to pay upon demand all costs, fees and expenses (including, without limitation, court costs and attorney’s fees actually incurred by Lessor related to enforcing or defending this Lease).

Tax Increase: In the event there is any increase during any year of the term of this lease in the City, County or State real estate taxes over and above the amount of such taxes assessed for the tax year during which the term of this lease commences, whether because of increased rate or valuation, Lessee shall pay to Lesser upon presentation of paid tax bills an amount equal to the increase in taxes upon the land and building in which the leased premises are situated. In the event that such taxes are assessed for a tax year extending beyond the term of the lease, the obligation of Lessee shall be proportionate to the portion of the lease term included in such year.

Attorney(s) Fees: In case suit should be brought for recovery of the premises or for any sum due hereunder or because of any act which may arise out of the possession of the premises, Lessor shall be entitled to all costs incurred in connection with such action, including a reasonable attorney(s) fee.

Notices: Any notice which either party may or is required to give, shall be given by mailing the same, to Lessee at the premises or certified mail, postage prepaid, to the other party at the address shown below or at such other places as may be designated by the parties from time to time in writing. Notice will be deemed received three (3) days after posting, regardless of whether the receipt is accepted.

If to Lessor:	Horti-Group, LLC
	2259 Kings Highway
	King George, Virginia 22485
	Attention: Mr. Marcel Vyverberg
With a copy to:	Rex L. Edwards, Jr., Attorney at Law
	Davies, Barrel, Will, Lewellyn &
	Edwards, PLC
	122 West Cameron Street
	P.O. Box 1147
	Culpeper, VA 22701

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If to Lessee:	Fresh Tulips USA, LLC
	Dba Bloomia
	2259 Kings Highway
	King George, VA 22485
	Attention: Mr. Paul Botman CEO

Heirs, Assigns, Successors: This lease is binding upon and inures to the benefit of the heirs, assigns and successors in interest to the parties.

Subordination and Non-Disturbance: This Lease shall be subordinate to all present or future deeds of trust, security deeds or mortgages upon the Property. Within [ten (10)] days after request by Lessor, Lessee agrees that it shall subordinate its rights hereunder to the lien of any mortgage or deed of trust or any other lien resulting from any other method of financing or refinancing now or hereafter in force against the Premises or hereafter placed upon the Premises and to all advances made or hereafter to be made there under, provided, however, that Lessee shall not be required to so subordinate its rights unless the beneficiary thereof shall agree in writing not to disturb the tenancy of Lessee so long as Lessee is not in default under this Lease. Lessee agrees to execute all necessary documents to affect such subordination. The respective parties shall execute a subordination, non-disturbance and attornment agreement in a form mutually agreeable to the parties.

Attornment. In the event any proceedings are brought for the foreclosure of any deed of trust, security deed or mortgage covering the Property, Lessee shall attorn to the purchaser upon any sale resulting directly or indirectly from said proceedings so long as such purchaser agrees to and assumes all of Lessor’s obligations herein and does not disturb Lessee’s use and occupancy of the Premises.

Waiver and Subrogation: Lessor and Tenant hereby waive to each other all rights of subrogation which any insurance carrier, or either of them, may have as to the Lessor or Tenant by reason of any provision in any policy of insurance issued to Lessor or Tenant, provided such waiver does not thereby invalidate the policy of insurance.

Applicable Law: This Lease shall be governed by and construed in accordance with the internal laws of the Commonwealth of Virginia without regard to the conflict of laws or rules of such state.

Jurisdiction and Venue: The forum having the proper jurisdiction and venue to adjudicate any claim, dispute or default which may arise out of the execution and delivery of this Agreement and the performance of the transactions contemplated hereby shall be the Circuit Court of the County of King George, Virginia, and the proper appellate courts of the Commonwealth of Virginia, and the United States District Court for the Eastern District of Virginia, and proper appellate courts of the United States. Lessor and Lessee expressly submit and consent to such jurisdiction and venue and specifically waive any and all rights it may have to contest the jurisdiction and/or venue of the abovementioned forums and to demand any other forum. Lessee waives personal service of any and all legal process upon it and consents and agrees that all such service of process may be made by registered mail directed to Lessee at its address set forth at the beginning of this Agreement, and service so made shall be deemed to be completed on the earlier of the date the return receipt therefore is signed.

Page 7 of 8

Entire Agreement: The foregoing constitutes the entire agreement between the parties and may be modified only by a writing signed by both parties. The following Exhibits, if any, have been made a part of this lease before the parties’ execution hereof:

Exhibit A: Floor plan

Lease shall include sections 11, 12, 13, 14, 15, 16, 25, 1a, 1b, c0s, c0w. Office area is shared 50-50 with Horti-Group. Barn areas are included where Bloomia coolers and production space are currently located, including the mezzanine area.

Break room, restrooms and Bloomia shop are included as well as all entry locations and loading docks located in front of these areas. Barn area includes some space i.e., utility area, that is shared, occupied or routinely used by Horti-Group.

Lessor:	Horti-Group USA, LLC.
Name	: Horti-Group USA, LLC, by its manager Marcel Vyverberg
Date	: July 1, 2021
Signature	: /s/ Marcel Vyverberg
Name	: Marcel Vyverberg, Manager
Lessee:	Fresh Tulips USA, LLC. Dba Bloomia
Name	: Fresh Tulips USA LLC dba Bloomia, by its manager Bloomia BV,
Date	: July 1, 2021

Signature	: /s/ Nico Botman	Signature: /s/ Paul Botman
	: Nico Botman, Manager	: Paul Botman, CEO

Page 8 of 8

EX-99.1

EXHIBIT 99.1

Contact:   Lendway, Inc. Randy Uglem, CEO (763) 392-6200   FOR IMMEDIATE RELEASE

LENDWAY ANNOUNCES ACQUISITION OF BLOOMIA

Transaction Broadens Lendway’s Mission to Be a Specialty Ag and Finance Company

Minneapolis, MN – February 26, 2024 – Lendway, Inc. (Nasdaq: LDWY) (www.lendway.com), today announced the closing of its acquisition of a majority ownership interest in Bloomia B.V. (www.bloomia.com), one of the largest producers of fresh cut tulips in the United States. With this transaction, Lendway broadens its mandate to be a specialty ag and finance company and accelerates its pathway to long-term growth.

Originally founded in the Netherlands with an innovative spirit, Bloomia has grown to become a leader in the fresh cut tulip industry, nurturing over 75 million stems annually. Bloomia operates from three strategically positioned locations in the United States, Netherlands, and South Africa and a strategic partnership in Chile and has established thriving relationships with numerous prominent U.S. retailers.

Lendway’s subsidiary, Tulp 24.1, LLC acquired 100% of the ownership interests of Bloomia for approximately $47.5 million cash. Lendway now holds an 81.4% interest in Tulp 24.1, LLC and is its sole managing member. Werner Jansen, the continuing CEO of Bloomia, is the subsidiary’s only other member.

To finance the purchase, Tulp 24.1, LLC borrowed approximately $22.8 million under a new credit facility provided by Associated Bank, N.A., $15.5 million pursuant to bridge loans primarily funded by the sellers, and paid the remainder with cash on hand.

“We are thrilled to acquire this incredible business, which is an excellent fit within our specialty agriculture and finance strategy,” said Mark Jundt, Chair of Lendway’s Board of Directors. “We believe this transaction will bring significant value to our stockholders, with strong growth potential on the horizon. The addition of the Bloomia management team brings highly talented and motivated personnel who are capable of further growing its industry-leading operations. With this acquisition complete, Lendway will continue to explore additional growth and acquisition strategies in our existing and adjacent industries in keeping with our relentless focus on growing stockholder value.”

“We are excited to announce Bloomia’s integration into the Lendway family,” said Bloomia CEO, Werner Jansen. “This marks an exciting chapter in our journey, one that promises opportunity and potential for immense growth. Our passion for cultivating world-renowned tulips remains steadfast as we embark on this new capital partnership. While our heritage lies in the Netherlands, our global perspective drives us to embrace this new chapter wholeheartedly. We are confident that together with Lendway, we will reach new heights and continue to flourish in the floral industry.”

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“As a Lendway stockholder, I wholeheartedly endorse and applaud the completion of this transaction,” said Nick Swenson, a member of the Lendway Board of Directors. “This timely and strategic move not only reflects the Board’s commitment to delivering exceptional value to our shareholders, but also positions the Company for long-term growth. I am confident that this investment reinforces Lendway’s foundation, propelling its evolution into a dynamic specialty ag and finance company.”

CapFit served as Lendway’s financial adviser and JB Law and Faegre Drinker served as legal advisers to Lendway.

About Lendway

Lendway, Inc. (Nasdaq: LDWY) is a specialty ag and finance company focused on making and managing its ag investments in the U.S. and internationally. The Company fully owns and operates FarmlandCredit.com, a non-bank lending business that seeks to purchase existing loans and/or originate and fund new loans domestically. The Company is also the majority owner of Bloomia.com, one of the largest producers of fresh cut tulips in the United States. For additional information, contact (800) 874-4648, or visit our website at www.lendway.com. Investor inquiries can be submitted to info@lendway.com.

Cautionary Statement for the Purpose of Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995

Statements in this press release that are not statements of historical or current facts are considered forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. The words “anticipate,” “believe,” “continue,” “expect,” “keep,” “plan,” “positions,” “potential,” “promises,” “remain,” “seek,” “will” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these or any forward-looking statements, which speak only as of the date of this press release. Statements made in this press release regarding, for instance, potential value for stockholders and growth in the Lendway generally and Bloomia specifically, are forward-looking statements. These forward-looking statements are based on current information, which we have assessed and which by its nature is dynamic and subject to rapid and even abrupt changes. As such, actual results may differ materially from the results or performance expressed or implied by such forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties and other factors, including our ability to maintain and integrate the acquired business, changes competition or price pressure resulting from public announcement of the acquisition, changes in demand and customer requirements for our products, delays or interruptions in production resulting from hazards, transportation limitations or other extraordinary events outside our control that may negatively impact our business or the supply chains in which we participate, risks associated with international operations, including import regulations, and those set forth in our Annual Report on Form 10-K for the year ended December 31, 2022 and additional risks, identified in our Quarterly Reports on Form 10-Q and our Current Reports on Form 8-K filed with the SEC. Such forward-looking statements should be read in conjunction with Lendway’s filings with the SEC. Lendway assumes no responsibility to update the forward-looking statements contained in this press release or the reasons why actual results would differ from those anticipated in any such forward-looking statement, other than as required by law.

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XML

Cover	Feb. 20, 2024
Cover [Abstract]
Entity Registrant Name	Lendway, Inc.
Entity Central Index Key	0000875355
Document Type	8-K
Amendment Flag	false
Entity Emerging Growth Company	false
Document Period End Date	Feb. 20, 2024
Entity File Number	001-13471
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	41-1656308
Entity Address Address Line 1	5000 West 36th Street
Entity Address Address Line 2	Suite 220
Entity Address City Or Town	Minneapolis
Entity Address State Or Province	MN
Entity Address Postal Zip Code	55416
City Area Code	763
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Local Phone Number	392-6200
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	LDWY
Security Exchange Name	NASDAQ