Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended: July 31, 2025 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from ___________ to ____________ Commission File Number: 001-40597 Mama's Creations, Inc. (Exact name of Registrant as specified in its charter) (State or other jurisdiction of incorporation) (IRS E ...

[Agreement Introduction](index=5&type=section&id=Preamble) This agreement, effective September 2, 2025, formalizes the asset purchase between Buyer, Company, and Guarantor - This Asset Purchase Agreement, effective September 2, 2025, is between Jubilee Acquisition, Inc. (Buyer), Crown I Enterprises Inc. (Company), and Sysco Holdings, LLC (Guarantor)[10](index=10&type=chunk) - The Company is engaged in the business of manufacturing and selling ready-to-eat, protein-focused meals in New Hampshire, Vermont, Massachusetts, Rhode Island, Connecticut, New York, New Jersey, Pennsylvania, Maryland, North & South Carolina, Indiana, Florida, Ohio and Tennessee[12](index=12&type=chunk) - The transaction involves the Company selling, conveying, transferring, and assigning its assets to Buyer, and Buyer assuming certain Liabilities of the Company[13](index=13&type=chunk) - Sysco Holdings, LLC acts as a Guarantor solely for the limited purposes of Section 8.12, guaranteeing the Company's obligations[10](index=10&type=chunk) [Purchase of Acquired Assets and Related Terms](index=5&type=section&id=ARTICLE%201%20PURCHASE%20OF%20ACQUIRED%20ASSETS%20AND%20RELATED%20TERMS) This article defines the specific assets and liabilities included in or excluded from the sale, outlining their transfer terms [Certain Definitions Relating to Transactions](index=5&type=section&id=1.1%20Certain%20Definitions%20Relating%20to%20Transactions) This section defines the specific assets and liabilities that are included in the sale (Acquired Assets, Assumed Liabilities) and those that are excluded (Excluded Assets, Excluded Liabilities), providing clarity on the scope of the transaction [Acquired Assets Defined](index=5&type=section&id=1.1%28a%29%20Acquired%20Assets%20Defined) This section defines the comprehensive list of assets, properties, and rights transferred to the Buyer, excluding specific items - Acquired Assets include all assets, properties, rights, claims, business operations, franchises, and privileges owned by or held for use by the Company, or exclusively used in the Business, except for Excluded Assets[15](index=15&type=chunk) - Key Acquired Assets include: goodwill, inventory, accounts receivable, Assumed Contracts (including real property leases), furniture, fixtures, equipment, leasehold improvements, Transferred IP, Transferred Software, motor vehicles, customer/supplier lists, telephone numbers, prepaid expenses, and transferable Permits[15](index=15&type=chunk)[16](index=16&type=chunk) [Excluded Assets Defined](index=6&type=section&id=1.1%28b%29%20Excluded%20Assets%20Defined) This section specifies assets not transferred to the Buyer, including non-transferred records, certain tax-related amounts, and specific intellectual property - Excluded Assets are those not transferred to Buyer, including non-transferred records (e.g., minute books, Tax records), tax-related amounts (except prepaid periodic taxes), certain contracts (Excluded Contracts), Company Plans, insurance policies, securities, bank accounts, cash, rights under the agreement, credit cards, employee-owed amounts, specific assets listed in Exhibit 1.1(b)(12), non-trade/intercompany receivables, and Excluded IP Assets (e.g., Buckhead Meat, Newport Meat, J. Kings brands)[17](index=17&type=chunk)[18](index=18&type=chunk) [Assumed Liability Defined](index=8&type=section&id=1.1%28c%29%20Assumed%20Liability%20Defined) This section defines the liabilities the Buyer agrees to assume, primarily those arising post-closing under assumed contracts and included in net working capital - Assumed Liabilities include: (1) Liabilities arising under or relating to Assumed Contracts to be performed or paid after Closing, (2) trade payables and Liabilities included in the calculation of Final Net Working Capital, and (3) Liabilities and obligations assumed by Buyer pursuant to Section 5.4 and other Liabilities arising from Buyer's post-closing operation of the Business or ownership of Acquired Assets[20](index=20&type=chunk) [Excluded Liability Defined](index=8&type=section&id=1.1%28d%29%20Excluded%20Liability%20Defined) This section clarifies that all liabilities not explicitly assumed by the Buyer, including those related to excluded assets and company taxes, remain the Company's responsibility - Excluded Liabilities are all Liabilities of the Company that are not Assumed Liabilities, including those related to any Excluded Asset, Company Taxes, and Transaction Expenses[21](index=21&type=chunk) [Sale and Purchase of Acquired Assets](index=8&type=section&id=1.2%20Sale%20and%20Purchase%20of%20Acquired%20Assets) This section formally states that the Company sells and Buyer purchases all right, title, and interest in the Acquired Assets, subject to the agreement's terms - The Company sells, conveys, transfers, and assigns to Buyer, and Buyer purchases from the Company, all of the Company's right, title, and interest in and to each Acquired Asset[22](index=22&type=chunk) [Excluded Assets](index=8&type=section&id=1.3%20Excluded%20Assets) This section clarifies that no Excluded Assets will be transferred to the Buyer as part of the sale - No Excluded Asset will be sold, conveyed, transferred, or assigned to Buyer[23](index=23&type=chunk) [Assumed Liabilities](index=8&type=section&id=1.4%20Assumed%20Liabilities) This section confirms Buyer's commitment to assume and satisfy all Assumed Liabilities as defined in the agreement - Buyer assumes and agrees to pay, perform, and satisfy when due all of the Assumed Liabilities[23](index=23&type=chunk) [Excluded Liabilities](index=8&type=section&id=1.5%20Excluded%20Liabilities) This section explicitly states that Buyer will not assume any Excluded Liabilities, which remain the responsibility of the Company or its Affiliates - Buyer will not assume or be liable for any Excluded Liability; the Company (or its Affiliates) remains liable for and will satisfy all Excluded Liabilities[24](index=24&type=chunk) [Unassignable Contracts](index=8&type=section&id=1.6%20Unassignable%20Contracts) This section addresses Assumed Contracts that require third-party consent for transfer, stipulating that Buyer assumes related liabilities, and the Company will assist in obtaining consents and negotiating alternative arrangements if transfer is not completed - If an Assumed Contract cannot be transferred without third-party consent not obtained by Closing, Buyer assumes the Liabilities under such contract (to the extent they are Assumed Liabilities)[25](index=25&type=chunk) - The Company will use commercially reasonable efforts for **6 months** post-closing to assist Buyer in obtaining necessary approvals for unassignable contracts[25](index=25&type=chunk) - If approvals are not obtained, the Company and Buyer will negotiate in good faith to establish replacement arrangements[25](index=25&type=chunk) [Purchase Price and Adjustment](index=9&type=section&id=ARTICLE%202%20PURCHASE%20PRICE%20AND%20ADJUSTMENT) This article details the initial purchase price, the process for calculating and adjusting it based on Net Working Capital, and the allocation for tax purposes [Purchase Price](index=9&type=section&id=2.1%20Purchase%20Price) This section sets the initial purchase price for the acquired assets and assumed liabilities, subject to subsequent adjustments Initial Purchase Price | Item | Amount | | :--- | :--- | | Initial Purchase Price | $17,500,000 | [Calculation of Estimated Purchase Price for Closing](index=9&type=section&id=2.2%20Calculation%20of%20Estimated%20Purchase%20Price%20for%20Closing) This section describes how the estimated purchase price is calculated for closing, based on the initial purchase price and an adjustment for estimated Net Working Capital - The Estimated Purchase Price for closing is the Initial Purchase Price, adjusted by the difference between estimated Net Working Capital and Target Net Working Capital[28](index=28&type=chunk) Target Net Working Capital | Item | Amount | | :--- | :--- | | Target Net Working Capital | $3,150,000 | [Payment of Estimated Purchase Price at Closing and Related Payments](index=9&type=section&id=2.3%20Payment%20of%20Estimated%20Purchase%20Price%20at%20Closing%20and%20Related%20Payments) This section specifies that the Estimated Purchase Price will be paid by Buyer to the Company via wire transfer at closing - Buyer will pay the Estimated Purchase Price to the Company at Closing via wire transfer of immediately available funds to a designated account[28](index=28&type=chunk) [Purchase Price Adjustment](index=9&type=section&id=2.4%20Purchase%20Price%20Adjustment) This section details the post-closing process for adjusting the purchase price based on the final determination of Net Working Capital, including procedures for buyer's statement, company's response, dispute resolution, and reconciliation payments [Buyer's Preparation of the Statement](index=9&type=section&id=2.4%28a%29%20Buyer%27s%20Preparation%20of%20the%20Statement) This section outlines Buyer's responsibility to prepare and deliver a statement detailing Net Working Capital within 90 days post-closing, with Company cooperation - Within **90 days** after the Closing Date, Buyer will prepare and deliver a statement (the "Statement") detailing its good faith determination of Net Working Capital, calculated according to Accounting Principles[29](index=29&type=chunk) - The Company will provide Buyer and its representatives reasonable access to personnel, properties, books, and records for this purpose[29](index=29&type=chunk) [The Company's Response to the Statement](index=10&type=section&id=2.4%28b%29%20The%20Company%27s%20Response%20to%20the%20Statement) This section details the Company's 60-day review period for the Statement, dispute resolution process, and the role of an Independent Accountant for unresolved items - The Company has **60 days** (Review Period) to deliver a written Dispute Notice if it objects to any items in the Statement; otherwise, the Statement is deemed accepted[30](index=30&type=chunk) - If a Dispute Notice is delivered, the Company and Buyer will attempt to resolve Disputed Items within **30 days**. Unresolved items will be referred to an Independent Accountant (PricewaterhouseCoopers LLP or KPMG LLP, or a jointly selected firm)[30](index=30&type=chunk) - The Independent Accountant's determination will be final and binding, limited to the Disputed Items within the range proposed by the parties, and based solely on submitted reports and agreement terms[30](index=30&type=chunk) - Costs of the Independent Accountant are allocated between the Company and Buyer in inverse proportion to the amounts of Disputed Items decided in their respective favors[30](index=30&type=chunk) [Adjustment to Purchase Price Based on Final Net Working Capital](index=10&type=section&id=2.4%28c%29%20Adjustment%20to%20Purchase%20Price%20Based%20on%20Final%20Net%20Working%20Capital) This section specifies that the Purchase Price will be adjusted upward or downward based on the difference between Final Net Working Capital and Target Net Working Capital - The Purchase Price will be adjusted from the Initial Purchase Price: increased if Final Net Working Capital exceeds Target Net Working Capital, or decreased if it is less than Target Net Working Capital[31](index=31&type=chunk) [Reconciliation Payment](index=11&type=section&id=2.4%28d%29%20Reconciliation%20Payment) This section outlines the process for a reconciliation payment within five business days after Final Net Working Capital determination, based on the adjusted Purchase Price - Within **5 Business Days** after Final Net Working Capital is determined, a reconciliation payment will be made: Buyer pays the Company if the Estimated Purchase Price was less than the adjusted Purchase Price, or the Company pays Buyer if it was more[32](index=32&type=chunk) [Allocation of Purchase Price](index=11&type=section&id=2.5%20Allocation%20of%20Purchase%20Price) This section outlines the process for allocating the final purchase price among the acquired assets, assumed liabilities, and restrictive covenant agreement for tax purposes, with a dispute resolution mechanism involving an Independent Accountant - Within **90 days** after the final Purchase Price determination, the Company will provide Buyer with a proposed allocation of the Purchase Price among Acquired Assets, Assumed Liabilities, and the Restrictive Covenant Agreement, consistent with Section 1060 of the Code and specified exhibits[33](index=33&type=chunk) - If Buyer objects within **30 days**, the parties negotiate; unresolved disputes are referred to the Independent Accountant, whose determination is final and binding[33](index=33&type=chunk) - The parties agree to report and file tax returns consistent with the final Allocation Schedule[33](index=33&type=chunk) [Withholding](index=11&type=section&id=2.6%20Withholding) This section grants Buyer the right to deduct and withhold taxes from payments as required by law, with a provision for prior notice to the Company in most cases - Buyer is entitled to deduct and withhold amounts from payments as required by tax laws[34](index=34&type=chunk) - Buyer will use commercially reasonable efforts to provide the Company with at least **5 days'** written notice of intent to withhold (except for compensatory payments or failure to provide IRS Form W-9) and cooperate to mitigate withholding[34](index=34&type=chunk) [Representations and Warranties of the Company](index=12&type=section&id=ARTICLE%203%20REPRESENTATIONS%20AND%20WARRANTIES%20OF%20THE%20COMPANY) This article details the Company's assurances regarding its legal status, financial condition, compliance, assets, and operations [Organization and Good Standing](index=12&type=section&id=3.1%20Organization%20and%20Good%20Standing) The Company represents its legal status as a duly incorporated, validly existing New York corporation in good standing, with the necessary authority to conduct its business and own its assets - The Company is a duly incorporated, validly existing, and in good standing corporation under New York law, with requisite power and authority to own and lease its properties and conduct the Business[37](index=37&type=chunk) - The Company is qualified and in good standing to do business in all required jurisdictions, where failure to do so would not result in a Material Adverse Effect[37](index=37&type=chunk) [Capitalization](index=12&type=section&id=3.2%20Capitalization) The Company warrants that it is a wholly-owned, indirect subsidiary of the Guarantor - The Company is a wholly-owned, indirect subsidiary of Guarantor[37](index=37&type=chunk) [Authority and Authorization; Conflicts; Consents](index=12&type=section&id=3.3%20Authority%20and%20Authorization%3B%20Conflicts%3B%20Consents) The Company represents that the execution and performance of the agreement and related documents are duly authorized, legally binding, and do not conflict with its organizational documents, laws, or material contracts, subject to disclosed consents - The execution, delivery, and performance of this Agreement and Ancillary Documents by the Company and its Affiliates have been duly authorized and are legal, valid, and binding obligations[38](index=38&type=chunk) - The transactions do not breach organizational documents, violate Applicable Law or Order, or materially conflict with or default under any Assumed Contract, except as disclosed[39](index=39&type=chunk) [Financial Statements; Internal Controls; Undisclosed Liabilities; Accounts Receivable; Trade Payables](index=12&type=section&id=3.4%20Financial%20Statements%3B%20Internal%20Controls%3B%20Undisclosed%20Liabilities%3B%20Accounts%20Receivable%3B%20Trade%20Payables) The Company provides representations regarding the accuracy and fair presentation of its financial statements, the effectiveness of its internal controls, the absence of undisclosed material liabilities, and the validity and collectibility of its accounts receivable and trade payables - Financial Statements provided include unaudited balance sheets as of June 29, 2024, and June 28, 2025 (Balance Sheet Date), and unaudited income statements for fiscal years ended those dates, plus an interim income statement for July 26, 2025[40](index=40&type=chunk) - Financial Statements fairly present the Business's assets, liabilities, and financial condition, consistent with Company books and records, with noted exceptions (e.g., not stand-alone, unaudited, no notes, subject to year-end adjustments)[41](index=41&type=chunk) - The Company maintains internal controls designed to ensure proper transaction execution, financial statement preparation, and asset accountability[42](index=42&type=chunk) - No material Liabilities exist except those reflected in Financial Statements, arising in the Ordinary Course of Business since the Balance Sheet Date, or related to the transaction[43](index=43&type=chunk) - All accounts receivable are valid obligations from sales/services in the Ordinary Course of Business, current, and collectible, net of reserves[44](index=44&type=chunk) - All assumed trade payables are valid obligations from purchases in the Ordinary Course of Business[45](index=45&type=chunk) [Taxes](index=13&type=section&id=3.5%20Taxes) The Company represents that it has timely filed all required tax returns, paid all material taxes, and is not subject to any material tax deficiencies, proceedings, or liens related to the Acquired Assets or the Business - The Company has timely filed all required Tax Returns related to the Acquired Assets and the Business, which were true, correct, and complete in all material respects, and has paid all material Taxes due[46](index=46&type=chunk) - No material tax deficiencies or proposed adjustments are outstanding, and no tax proceedings are pending or threatened against the Acquired Assets or the Business[47](index=47&type=chunk) - No Encumbrances for Taxes (other than Permitted Encumbrances) exist on Acquired Assets or the Business[48](index=48&type=chunk) - All material withholding, deduction, and collection obligations for Taxes have been met[49](index=49&type=chunk) - The Company has collected and remitted all material sales, use, value-added, and similar Taxes or obtained appropriate exemption certificates[50](index=50&type=chunk) [Litigation and Orders](index=14&type=section&id=3.6%20Litigation%20and%20Orders) The Company represents that there is no pending or threatened material litigation or orders that would adversely affect the Business, and the Company is not in default of any order - No Proceeding is pending or threatened against the Company that is reasonably expected to directly and materially adversely affect the Business, and the Company is not subject to any Order or in default thereof[55](index=55&type=chunk) [Compliance with Law](index=15&type=section&id=3.7%20Compliance%20with%20Law) The Company warrants its material compliance with all applicable laws and possession of necessary permits for its business operations over the past three years - The Company has operated in material compliance with all Applicable Laws for the past **3 years**[57](index=57&type=chunk) - No written notice of non-compliance with Applicable Law has been received from any Governmental Authority during the past **3 years**[57](index=57&type=chunk) - The Company possesses and materially complies with all Permits necessary to operate the Business[57](index=57&type=chunk) [Contracts](index=15&type=section&id=3.8%20Contracts) The Company represents that it has disclosed all Material Contracts, which are legal, valid, and binding, and that the Company is not in material breach or default of any Assumed Contract - Material Contracts include: employment contracts over **$100,000** or with change-of-control/severance entitlements, contracts restricting business activity/competition, contracts with most favored nation/exclusivity/right of first refusal clauses, operating leases over **$25,000/year**, IP licenses over **$25,000/year**, management/consulting contracts, contracts requiring payments over **$25,000/year**, mortgage/security agreements, contracts granting Encumbrances, Real Property Leases, partnership/joint venture agreements, distributor/broker contracts, sales contracts over **6 months**, contracts with Governmental Authorities, and contracts with Major Suppliers/Customers[58](index=58&type=chunk)[59](index=59&type=chunk) - Each Assumed Contract is legal, valid, binding, and enforceable. The Company is not in material breach or default, and no event has occurred that would cause a material breach or termination[60](index=60&type=chunk) [Certain Assets; Sufficiency](index=17&type=section&id=3.9%20Certain%20Assets%3B%20Sufficiency) The Company warrants that it has good title or valid interests in all Acquired Assets, which are free from material defects and Encumbrances, and are sufficient for the continued conduct of the Business post-closing - The Company has good and valid title to, or a valid leasehold interest in or license for, each Acquired Asset, free and clear of Encumbrances (other than Permitted Encumbrances), except for assets disposed of in the Ordinary Course of Business or as disclosed[61](index=61&type=chunk) - Tangible personal property assets are free from material defects, maintained per normal practice, in good operating condition, and sufficient for the Business's continued conduct post-closing[61](index=61&type=chunk) [Real Property](index=17&type=section&id=3.10%20Real%20Property) The Company represents that it leases all real property used in the Business, holds valid leasehold interests, and is current on all payments, with no pending condemnation proceedings or material damage - The Company leases all real property used in the Business (Leased Real Property) and does not own any real property[62](index=62&type=chunk)[63](index=63&type=chunk) - The Company has a valid leasehold interest under each Real Property Lease, is current on all payments, and no party has repudiated any provision[64](index=64&type=chunk) - No pending or threatened condemnation proceedings affect any Leased Real Property, and no material damage by fire or other casualty has occurred in the past **3 years** that has not been repaired[63](index=63&type=chunk) [Environmental Matters](index=17&type=section&id=3.11%20Environmental%20Matters) The Company represents its material compliance with Environmental Laws, possession of necessary permits, absence of material environmental claims, and no presence or release of hazardous substances that would create material liability - The Company has obtained all material Permits required under Environmental Law and has been in material compliance with all Environmental Laws and Permit terms for the past **3 years**[67](index=67&type=chunk) - No Environmental Claim is pending or threatened against the Company, and no incident exists that could form the basis of such a claim[68](index=68&type=chunk) - No Hazardous Substance is present on Leased Real Property in a quantity to create material liability, nor has any been released or disposed of to create material liability in the last **5 years**[69](index=69&type=chunk) [Intellectual Property](index=18&type=section&id=3.12%20Intellectual%20Property) The Company warrants its ownership or right to use Transferred IP, confirms no material IP disputes, and states it takes reasonable precautions to protect confidential business information - The Disclosure Schedule lists all registered IP, applications, material unregistered trademarks, material proprietary formulas/recipes, and material proprietary software owned by the Company[72](index=72&type=chunk) - The Company owns (free of Encumbrances, except Permitted Encumbrances) or has the right to use Transferred IP without royalty/license fees[73](index=73&type=chunk) - No Transferred IP is involved in interference or reexamination proceedings, and no claims of infringement by the Company or its products have been received or are threatened in the past **3 years**[75](index=75&type=chunk) - The Company takes reasonable precautions to protect the secrecy, confidentiality, and value of its confidential business information and trade secrets[77](index=77&type=chunk) [Insurance](index=19&type=section&id=3.13%20Insurance) The Company represents that all material insurance policies covering the Company or the Business are in full force and effect, legally binding, and provide customary and reasonable coverage - All material insurance policies (Insurance Policies) covering the Company or the Business are legal, valid, binding, enforceable, and in full force and effect[79](index=79&type=chunk) - No written notice of termination, cancellation, or reduction of any Insurance Policy has been received, and coverage scope and amount are customary and reasonable for the Business[79](index=79&type=chunk) [Absence of Certain Events](index=19&type=section&id=3.14%20Absence%20of%20Certain%20Events) The Company warrants that since the Balance Sheet Date, there has been no Material Adverse Effect on the Business, and operations have been conducted in the Ordinary Course of Business, with no significant changes outside of normal operations - Since the Balance Sheet Date, there has been no Material Adverse Effect on the Company or the Business, and the Company has operated in its Ordinary Course of Business[80](index=80&type=chunk) - Specific events not occurring since Balance Sheet Date (unless disclosed): issuance/encumbrance of equity, dividends (except cash to sole stockholder), asset sales over **$37,500** individually or **$75,000** aggregate (except inventory in ordinary course), failure to maintain Leased Real Property, new improvements, capital expenditures/asset purchases over **$37,500** individually or **$75,000** aggregate (except inventory), real/personal property leases, business acquisitions, liquidation plans, entry/amendment/termination of Material Contracts, waiver of material rights, material tax return amendments/elections/waivers, accounting method changes, employee compensation/benefit increases (except ordinary course), collective bargaining agreements, acceleration of vesting, organizational document amendments, failure to make capital expenditures, new Encumbrances (except Permitted Encumbrances or Material Contract), payment/settlement of material liabilities (except ordinary course), acceleration of receivables, delay of payables/purchases/capital expenditures, or agreements to do any of the foregoing[80](index=80&type=chunk)[81](index=81&type=chunk)[82](index=82&type=chunk) [Employee Benefits](index=21&type=section&id=3.15%20Employee%20Benefits) The Company represents that its employee benefit plans (Company Plans) are materially compliant with applicable laws, it has no material liabilities related to defined benefit or multiemployer plans, and the transaction will not trigger significant employee payments or benefit accelerations - Each Company Plan has been established, maintained, and administered in material compliance with its terms and with ERISA, the Code, and Applicable Law[83](index=83&type=chunk) - No Company Plan is a defined benefit pension plan or multiemployer pension plan subject to Title IV of ERISA, and neither the Company nor any ERISA Affiliate has unsatisfied liability with respect to such plans or multiple employer welfare arrangements[84](index=84&type=chunk) - All material contributions to Company Plans have been made or properly accrued[87](index=87&type=chunk) - The execution and performance of the transaction will not, alone or with other events, entitle any Company Employee to significant compensation/benefits, accelerate vesting/funding, require contributions, or increase compensation/benefits, or result in 'excess parachute payments'[88](index=88&type=chunk) [Employees and Labor Relations](index=22&type=section&id=3.16%20Employees%20and%20Labor%20Relations) The Company represents its compliance with labor laws, absence of collective bargaining agreements or labor disputes, and proper classification of employees and contractors, with no intent to terminate employees (except for transaction-related hires) - The Company has no present intention to terminate employees (other than for the transaction), no collective bargaining agreements, no labor organization demands, no union organizing efforts, and no labor strikes/disputes since January 1, 2020[92](index=92&type=chunk) - The Company is, and for the past **3 years** has been, in compliance with all Labor Laws (employment practices, wages, hours, equal opportunity, etc.)[92](index=92&type=chunk) - All employees and independent contractors are properly classified, and no person providing services has communicated intent to terminate employment/engagement[93](index=93&type=chunk) - The Company has validly completed Form I-9s for all required employees, and each Company Employee is legally authorized to work in the United States[96](index=96&type=chunk) [Certain Business Relationships](index=23&type=section&id=3.17%20Certain%20Business%20Relationships) The Company represents that, except as disclosed, no Affiliates, stockholders (other than Sysco Corporation), directors, officers, or their family members have contracts with the Company (other than as customers) or own/license material assets used in the Business - Except as disclosed, no Affiliates, stockholders (other than Sysco Corporation), directors, officers, or their immediate family members are party to contracts with the Company (other than as customers) or own/license material assets used in the Business[97](index=97&type=chunk) [Brokers](index=23&type=section&id=3.18%20Brokers) The Company warrants that it has no obligations or liabilities to any broker, finder, or similar intermediary in connection with the transaction - The Company has no obligation or other Liability to any broker, finder, or similar intermediary in connection with the transactions contemplated herein[98](index=98&type=chunk) [Inventory](index=23&type=section&id=3.19%20Inventory) The Company represents that its inventory included in the Acquired Assets is of usable and salable quality and quantity, reasonable for current circumstances, and not on consignment - All inventory (raw materials, supplies, work-in-process, finished goods) is of usable and salable quality and quantity in the Ordinary Course of Business (except written-off/down inventory)[99](index=99&type=chunk) - Inventory quantities are reasonable, and no inventory is on consignment[99](index=99&type=chunk) [Food Regulatory Compliance](index=23&type=section&id=3.20%20Food%20Regulatory%20Compliance) The Company warrants its material compliance with all Food Laws, absence of pending enforcement actions or recalls, and proper labeling and advertising of its products - The Company has operated the Business in material compliance with all Food Laws for the past **3 years**[100](index=100&type=chunk) - No pending enforcement actions or threatened investigations by FDA, USDA, or other Governmental Authorities concerning Company products, and no written notices of Food Law violations since January 1, 2024[101](index=101&type=chunk) - No product recalls or withdrawals in the past **3 years**, and no Governmental Authority is threatening such actions[102](index=102&type=chunk) - All promotional and advertising materials, including product labels and packaging, comply in all material respects with Food Laws and are substantiated with reliable evidence[104](index=104&type=chunk) [Suppliers and Customers](index=24&type=section&id=3.21%20Suppliers%20and%20Customers) The Company represents that it has disclosed its 10 largest suppliers and customers, and has not received notice of any material termination or reduction in business relationships from them - The Disclosure Schedule lists the **10 largest** suppliers (Major Suppliers) and **10 largest** customers (Major Customers) by dollar volume for the **12 fiscal months** ended on the Balance Sheet Date[106](index=106&type=chunk) - The Company has not received notice that any Major Supplier or Major Customer intends to terminate or materially reduce its business relationship[106](index=106&type=chunk) [Anti-Corruption](index=24&type=section&id=3.22%20Anti-Corruption) The Company warrants that it and its personnel have not violated any Anti-Corruption Laws or Sanctions since January 1, 2024, and are not involved in related investigations or dealings with sanctioned entities/countries - Neither the Company nor its employees, directors, or officers have, since January 1, 2024, directly or indirectly violated the Foreign Corrupt Practices Act or any other Anti-Corruption Law, or engaged in unlawful payments[107](index=107&type=chunk) - No internal or external investigations, audits, actions, or proceedings are pending or disclosures made regarding Anti-Corruption Law violations[107](index=107&type=chunk) - Neither the Company nor its employees, directors, or officers are Sanctioned Persons, located in Sanctioned Countries, or have engaged in transactions violating applicable Sanctions since January 1, 2024[108](index=108&type=chunk) [Privacy and Data Security](index=25&type=section&id=3.23%20Privacy%20and%20Data%20Security) The Company represents that its handling of Protected Information complies with applicable privacy and security laws, it maintains commercially reasonable policies and systems, and there have been no material data security breaches since January 1, 2024 - The Company's handling of Protected Information complies in all material respects with applicable Information Privacy and Security Laws and Requirements[110](index=110&type=chunk) - The Company has adopted commercially reasonable policies and procedures for privacy, data protection, and security, and has taken commercially reasonable actions to protect Protected Information and Company Systems[111](index=111&type=chunk) - Except as disclosed, there has been no data security breach or unauthorized access/disclosure of Protected Information since January 1, 2024, requiring notification to individuals or Governmental Authorities[112](index=112&type=chunk) - Company Systems are fully functional, operate reasonably, and are free from bugs/viruses. The Company has implemented commercially reasonable backup and disaster recovery procedures[114](index=114&type=chunk) [No Other Representations and Warranties](index=25&type=section&id=3.24%20No%20Other%20Representations%20and%20Warranties) The Company explicitly states that it makes no other representations or warranties, express or implied, beyond those contained in Article 3 of the agreement - Neither the Company nor any other Person on its behalf makes any other representation or warranty, expressed or implied, with respect to the Company or its business, assets, liabilities, operations, prospects, or condition, except for those in Article 3 (as modified by the Disclosure Schedule)[115](index=115&type=chunk) [Representations and Warranties of Buyer](index=26&type=section&id=ARTICLE%204%20REPRESENTATIONS%20AND%20WARRANTIES%20OF%20BUYER) This article outlines Buyer's assurances regarding its legal status, authority, and capacity to enter into and perform the agreement [Organization and Good Standing](index=26&type=section&id=4.1%20Organization%20and%20Good%20Standing) Buyer represents its legal status as a duly organized, validly existing Nevada corporation in good standing, with the necessary authority to conduct its business and own its assets - Buyer is a duly organized, validly existing, and in good standing corporation under Nevada law, with requisite power and authority to own and lease its properties and conduct its business[118](index=118&type=chunk) [Authority and Authorization; Conflicts; Consents](index=26&type=section&id=4.2%20Authority%20and%20Authorization%3B%20Conflicts%3B%20Consents) Buyer represents that the execution and performance of the agreement and related documents are duly authorized, legally binding, and do not conflict with its organizational documents, laws, or material contracts, and no material consents are required - The execution, delivery, and performance of this Agreement and Ancillary Documents by Buyer have been duly authorized and are legal, valid, and binding obligations[119](index=119&type=chunk) - The transactions do not breach Buyer's organizational documents, violate Applicable Law or Order, or materially conflict with any contract, and no material consents are required, which would adversely affect Buyer's ability to consummate the transactions[120](index=120&type=chunk)[121](index=121&type=chunk) [Litigation and Orders](index=26&type=section&id=4.3%20Litigation%20and%20Orders) Buyer represents that there is no pending or threatened litigation or orders that would materially and adversely affect its ability to consummate the transaction - No claim or other Proceeding is pending or threatened against Buyer that is reasonably expected to directly adversely affect Buyer's ability to consummate the transactions[122](index=122&type=chunk) - Buyer is not subject to any Order that would materially and adversely affect its ability to consummate the transactions[122](index=122&type=chunk) [Brokers](index=26&type=section&id=4.4%20Brokers) Buyer warrants that it is solely responsible for its broker fees and has no other broker liabilities that would obligate the Company - Buyer is solely responsible for the fees and expenses of Lake Street Capital Markets, LLC, and has no other obligation or liability to any broker, finder, or similar intermediary that would cause the Company to be liable[123](index=123&type=chunk) [No Other Representations and Warranties](index=27&type=section&id=4.5%20No%20Other%20Representations%20and%20Warranties) Buyer explicitly states that it makes no other representations or warranties, express or implied, beyond those contained in Article 4 of the agreement - No other representations or warranties, express or implied, are made by Buyer or any other Person on its behalf, except for those in Article 4 (as modified by the Disclosure Schedule)[125](index=125&type=chunk) [Certain Covenants](index=27&type=section&id=ARTICLE%205%20CERTAIN%20COVENANTS) This article outlines specific agreements and obligations of both parties post-closing, covering access to information, confidentiality, employee matters, and tax responsibilities [Access to Information](index=27&type=section&id=5.1%20Access%20to%20Information) For three years post-closing, each party agrees to provide the other with reasonable access to relevant books, records, and personnel for specific purposes (e.g., legal defense, financial reporting, tax compliance), subject to confidentiality and non-interference - For **3 years** after Closing, each Party will provide reasonable access to information from books and records (financial, Tax, etc.) and personnel, solely related to the Company, Acquired Assets, or Business, for purposes such as defending proceedings, preparing financial statements/tax returns, or responding to governmental inquiries[127](index=127&type=chunk) - Access is subject to reasonable confidentiality, non-burdensome requests, compliance with Applicable Law, and not jeopardizing privilege[127](index=127&type=chunk) [Further Assurances](index=27&type=section&id=5.2%20Further%20Assurances) Each party commits to taking any further necessary actions and executing additional documents post-closing to fully implement the agreement's objectives, including the transfer of motor vehicle titles - Each Party will take further actions and execute documents as reasonably requested by another Party to carry out the Agreement's purpose, including the Company providing certificates of title for motor vehicles to Buyer[128](index=128&type=chunk) [Confidentiality; Publicity](index=27&type=section&id=5.3%20Confidentiality%3B%20Publicity) This section outlines confidentiality obligations post-closing, prohibiting disclosure of specific non-public information for two years, and establishes rules for public announcements, requiring mutual approval with exceptions for legal and financial reporting requirements - The Confidentiality Agreement between Sysco Corporation and Mama's Creations, Inc. terminates automatically upon Closing[129](index=129&type=chunk) - For **2 years** post-closing, the Company will not disclose confidential information of the Business, and Buyer will not disclose confidential information of the Company's Affiliates (other than the Business)[130](index=130&type=chunk) - Public releases or announcements regarding the agreement require prior written approval from each Party, with cooperation on mutually agreed press releases and Buyer's Form 8-K filing[131](index=131&type=chunk) - Permitted disclosures include those required by Applicable Law or national securities exchange rules (with notice and cooperation to seek protective orders), statements consistent with public information, disclosures in financial statements/tax returns, and disclosures to legal/accounting/financial advisers[132](index=132&type=chunk) [Employee Matters](index=29&type=section&id=5.4%20Employee%20Matters) This section details the handling of employee-related liabilities, the hiring process for Company employees by Buyer, and the compensation and benefits to be provided to Transferred Employees post-closing, including provisions for workers' compensation and 401(k) plans - Buyer will not assume any pre-closing Liabilities of the Company related to current or former employees, except for WARN Act Liabilities resulting from non-hire not due to screening failures[134](index=134&type=chunk) - The Company will pay all annual bonuses to Transferred Employees for the fiscal year ended on the Balance Sheet Date. Buyer will pay specified bonuses to employees on Exhibit 5.4(a) if they remain employed through a specified date[134](index=134&type=chunk) - Buyer offered employment to all Company employees (except Excluded Employees) subject to standard hiring and screening. Buyer will reimburse severance if it refuses to hire for reasons other than screening failure[135](index=135&type=chunk) - For **one year** post-closing, Buyer will provide Transferred Employees with no less than their pre-closing base salary/hourly wage and target annual bonus opportunities, and substantially comparable employee benefits (excluding nonqualified deferred compensation, equity, defined benefit pension, and retiree health benefits)[137](index=137&type=chunk) - The Company is responsible for workers' compensation claims incurred by Transferred Employees prior to their employment with Buyer; Buyer is responsible for claims incurred thereafter[138](index=138&type=chunk) - Buyer will recognize Transferred Employees' service with the Company for eligibility, vesting, and benefit level/accrual under Buyer Benefit Plans (with exceptions to avoid duplication)[141](index=141&type=chunk) - Buyer will maintain a 401(k) Plan for Transferred Employees and allow direct rollovers from the Company's 401(k) Plan[142](index=142&type=chunk) [Certain Tax Matters](index=31&type=section&id=5.5%20Certain%20Tax%20Matters) This section allocates responsibility for Transfer Taxes and Periodic Taxes, specifying that Buyer pays Transfer Taxes and the Company pays pre-closing and prorated Straddle Period Periodic Taxes - Buyer will pay all Transfer Taxes in connection with the Agreement[144](index=144&type=chunk) - The Company is responsible for all Periodic Taxes imposed on Acquired Assets and the Business for Pre-Closing Tax Periods and a prorated portion of Straddle Period Taxes[145](index=145&type=chunk) [Collection of Accounts Receivable; Bank Accounts](index=31&type=section&id=5.6%20Collection%20of%20Accounts%20Receivable%3B%20Bank%20Accounts) This section grants Buyer the right to collect accounts receivable included in Acquired Assets and obligates the Company to maintain specific bank accounts for at least three months post-closing - The Company grants Buyer the right and authority to collect all Accounts Receivable and other amounts included in the Acquired Assets for Buyer's own account[146](index=146&type=chunk) - The Company will maintain the operation of the bank accounts listed on Exhibit 5.6(b) for at least **3 months** after the Closing Date[147](index=147&type=chunk) [Name Change](index=31&type=section&id=5.7%20Name%20Change) This section requires the Company to change its name post-closing to remove any restricted names and obligates Buyer to remove Excluded IP Assets from acquired materials, with both parties agreeing not to contest each other's IP ownership - Within **10 days** after the Closing Date, the Company will change its name and all names under which it does business to exclude any Restricted Name (e.g., "Crown I Enterprises")[148](index=148&type=chunk) - Within **30 days** after the Closing Date, Buyer will ensure all Excluded IP Assets are removed from acquired websites, social media, and other public-facing materials[148](index=148&type=chunk) - Neither Buyer nor the Company or their Affiliates will contest the ownership or validity of the other party's respective IP rights (Removed IP for Buyer, Transferred IP for Company)[148](index=148&type=chunk) [Items to Proper Party](index=32&type=section&id=5.8%20Items%20to%20Proper%20Party) This section mandates that after closing, each party will promptly deliver to the other any mail, communications, monies, or instruments of payment that rightfully belong to the other party - After Closing, each Party will promptly deliver to the proper Party any mail, communications, monies, checks, or other instruments of payment received that belong to or are entitled by such other Party[149](index=149&type=chunk) [Insurance and Insurance Proceeds](index=32&type=section&id=5.9%20Insurance%20and%20Insurance%20Proceeds) This section outlines the process for Buyer to claim insurance proceeds from the Company's policies for Assumed Liabilities or pre-closing losses on Acquired Assets, with the Company assisting in recovery and remitting net proceeds to Buyer - If Buyer determines an Assumed Liability or pre-closing Loss on an Acquired Asset is covered by the Company's (or its Affiliate's) Insurance Policy, the Parties will cooperate to confirm coverage and the Company's right to proceeds[150](index=150&type=chunk) - If conditions are met, the Company will use commercially reasonable efforts to obtain such proceeds, and any recovered amount (net of costs and taxes) will be paid to Buyer[151](index=151&type=chunk)[152](index=152&type=chunk) [Maintenance of Existence](index=32&type=section&id=5.10%20Maintenance%20of%20Existence) The Company commits to maintaining its corporate existence in New York for at least 12 months following the Closing Date - The Company will preserve and maintain its corporate existence in the State of New York for a period of at least **12 months** after the Closing Date[153](index=153&type=chunk) [Bulk Sales Laws](index=32&type=section&id=5.11%20Bulk%20Sales%20Laws) Both parties waive compliance with bulk sales or transfer laws, with liabilities arising from such non-compliance (excluding Transfer Taxes) being designated as Excluded Liabilities - Each Party waives compliance with Applicable Law relating to bulk sales or bulk transfer applicable to any Acquired Asset or transaction[153](index=153&type=chunk) - Liabilities (other than Transfer Taxes) arising from such non-compliance will be Excluded Liabilities[153](index=153&type=chunk) [R&W Insurance Policy](index=32&type=section&id=5.12%20R%26W%20Insurance%20Policy) Buyer agrees not to amend, modify, or terminate the R&W Insurance Policy in a manner adverse to the Company without its prior written consent - From and after the Closing, Buyer shall not amend, modify, supplement, or otherwise change, terminate, or waive any provision of the R&W Insurance Policy in a manner adverse to the Company without the prior written consent of the Company[154](index=154&type=chunk) [Aptean Agreement](index=32&type=section&id=5.13%20Aptean%20Agreement) The parties acknowledge that the Aptean MSA and Order Form are Assumed Contracts, with specific obligations detailed in Exhibit 5.13 - The Aptean MSA, including the Order Form dated August 22, 2025, between Open Systems, Inc. and the Company, is an Assumed Contract, with obligations as provided on Exhibit 5.13[155](index=155&type=chunk) [Closing](index=33&type=section&id=ARTICLE%206%20CLOSING) This article specifies the closing date and time, and details the documents and payments each party must deliver to complete the transaction [Closing](index=33&type=section&id=6.1%20Closing) This section specifies that the closing of the transaction will occur remotely on September 2, 2025, with an effective time of 12:01 a.m. Eastern Time - Closing will take place remotely through electronic exchange of documents on **September 2, 2025** (Closing Date)[158](index=158&type=chunk) - The Effective Time of Closing will be **12:01 a.m. Eastern Time** on the Closing Date[158](index=158&type=chunk) [Closing Deliveries by the Company](index=33&type=section&id=6.2%20Closing%20Deliveries%20by%20the%20Company) This section lists the documents and items the Company must deliver to Buyer at or prior to closing, including the Bill of Sale, various agreements, and legal certificates - The Company must deliver: Bill of Sale, Warehousing Agreement, Restrictive Covenant Agreement, good standing certificate from New York, IRS Form W-9, IP Assignment, Aptean Assignment, and other required documents[159](index=159&type=chunk) [Closing Deliveries by Buyer](index=33&type=section&id=6.3%20Closing%20Deliveries%20by%20Buyer) This section lists the documents and payments Buyer must deliver to the Company at or prior to closing, including the Estimated Purchase Price, executed agreements, and evidence of the R&W Insurance Policy - Buyer must deliver: Estimated Purchase Price, executed Bill of Sale, Warehousing Agreement, Restrictive Covenant Agreement, IP Assignment, Aptean Assignment, evidence of the R&W Insurance Policy, and other required documents[160](index=160&type=chunk)[161](index=161&type=chunk) [Indemnification and Resolution of Certain Disputes](index=34&type=section&id=ARTICLE%207%20INDEMNIFICATION%20AND%20RESOLUTION%20OF%20CERTAIN%20DISPUTES) This article defines the indemnification obligations of both parties, including limitations, survival periods, claim procedures, and the treatment of insurance proceeds and purchase price adjustments [Indemnification by the Company](index=34&type=section&id=7.1%20Indemnification%20by%20the%20Company) This section outlines the Company's obligation to indemnify Buyer for losses arising from breaches of its representations, warranties, or covenants, as well as for Excluded Assets/Liabilities or specific matters - The Company will indemnify Buyer for Losses arising from: (a) breach of any representation or warranty by the Company or Guarantor, (b) breach of any covenant or agreement by the Company or Guarantor, (c) Excluded Asset or Excluded Liability, or (d) matters set forth on Exhibit 7.1(d)[164](index=164&type=chunk)[166](index=166&type=chunk) [Indemnification by Buyer](index=34&type=section&id=7.2%20Indemnification%20by%20Buyer) This section outlines Buyer's obligation to indemnify the Company for losses arising from breaches of its representations, warranties, or covenants, or for Assumed Liabilities - Buyer will indemnify the Company for Losses arising from: (a) breach of any representation or warranty by Buyer, (b) breach of any covenant or agreement by Buyer, or (c) Assumed Liability[164](index=164&type=chunk) [Certain Limitations and Other Matters Regarding Claims](index=34&type=section&id=7.3%20Certain%20Limitations%20and%20Other%20Matters%20Regarding%20Claims) This section establishes key limitations on indemnification, including a deductible and cap for the Company's obligations, the order of recourse for Buyer (including the R&W Insurance Policy), and the overall liability limit for the Company and Guarantor Company's Indemnification Limitations | Item | Amount | | :--- | :--- | | Deductible | $50,000 | | Cap (for Section 7.1(a)) | $50,000 | | Aggregate Liability Limit (Company/Guarantor) | Purchase Price | - Buyer's recourse for indemnifiable Losses: (i) first from the Company up to the Cap (subject to Deductible), (ii) then from the R&W Insurance Policy for additional Losses (sole recourse for general representation/warranty breaches above Cap, absent Fraud), and (iii) then from the Company for Special Representation breaches or Excluded Liabilities exceeding R&W coverage[167](index=167&type=chunk) - The Cap does not apply to Losses from breaches of Special Representations (Sections 3.1, 3.3(a), 3.3(b)(1), 3.5, 3.18) or Fraud[168](index=168&type=chunk) - Indemnification provisions are the sole and exclusive remedies for breaches (except for Section 2.4 adjustments and specific performance for Fraud)[169](index=169&type=chunk) - Parties may seek specific performance for non-performance of agreement terms[170](index=170&type=chunk) - Each Party agrees to take commercially reasonable measures to mitigate the consequences of any breach giving rise to an indemnification obligation[171](index=171&type=chunk) [Certain Survival Periods](index=36&type=section&id=7.4%20Certain%20Survival%20Periods) This section defines the periods for which representations, warranties, covenants, and associated indemnification rights will survive the closing of the transaction - General representations and warranties survive for **12 months** after the Closing Date[173](index=173&type=chunk) - Special Representations (Sections 3.1, 3.3(a), 3.3(b)(1), 3.5, 3.18) survive for **6 years** after the Closing Date[173](index=173&type=chunk) - Covenants and agreements requiring post-closing performance survive until fully performed[175](index=175&type=chunk) - Claims made before the expiration of a representation or warranty will not terminate until final determination and satisfaction[174](index=174&type=chunk) [Notice of Claims and Procedures](index=36&type=section&id=7.5%20Notice%20of%20Claims%20and%20Procedures) This section establishes the procedures for notifying parties of indemnification claims, including requirements for prompt notice, access to information, and rules for defending and settling third-party claims - A Claiming Party must give prompt notice to the Indemnifying Party of any claim for indemnification, specifying the amount and nature, and provide copies of related documents for Third Party Claims[176](index=176&type=chunk) - Parties must cooperate and provide access to relevant books and records regarding Third Party Claims[177](index=177&type=chunk) - The Indemnifying Party has the option to conduct the defense of a Third Party Claim, unless certain conditions are met (e.g., claim exceeds Indemnifying Party's maximum obligations, involves Major Supplier/Customer, seeks injunction, or insurer assumes defense)[179](index=179&type=chunk) - If the Indemnifying Party conducts the defense, the Claiming Party may participate and must consent to settlement (unless it involves only monetary payment by Indemnifying Party and unconditional release of Claiming Party). If the Indemnifying Party does not conduct the defense, the Claiming Party may, with Indemnifying Party's consent for settlement[180](index=180&type=chunk)[181](index=181&type=chunk) [Materiality Qualifiers](index=37&type=section&id=7.6%20Materiality%20Qualifiers) This section specifies that materiality qualifiers in representations and warranties will be disregarded when determining breaches and calculating losses for indemnification purposes, with limited exceptions - For indemnification purposes, all Materiality Qualifiers (e.g., "material," "Material Adverse Effect") in representations and warranties will be ignored when determining if a breach occurred and the amount of Losses, except for Section 3.14(A), the parenthetical in Section 3.4(b)(3), and the term "Material Contract"[182](index=182&type=chunk) [Reduction for Insurance Proceeds](index=38&type=section&id=7.7%20Reduction%20for%20Insurance%20Proceeds) This section stipulates that indemnification payments will be reduced by any insurance proceeds (including from the R&W Insurance Policy) received by the claiming party, who must use commercially reasonable efforts to pursue such recovery - Indemnification payments will be limited to the amount of Loss remaining after deducting any insurance proceeds (including from the R&W Insurance Policy) and other similar payments received by the Claiming Party[183](index=183&type=chunk) - The Claiming Party must use commercially reasonable efforts to pursue and recover under all applicable insurance policies for any Losses[183](index=183&type=chunk) [Effect of Purchase Price Adjustment](index=38&type=section&id=7.8%20Effect%20of%20Purchase%20Price%20Adjustment) This section clarifies that the purchase price adjustment process does not waive or limit indemnification rights, but any loss already reflected in the purchase price adjustment will not be indemnifiable to prevent double recovery - Resolution of purchase price adjustments (Article 2) does not waive or limit indemnification rights[184](index=184&type=chunk) - A Loss will not be indemnifiable to the extent it is already reflected in the final Purchase Price calculation (Section 2.4), and no Claiming Party will recover more than once for the same Loss[184](index=184&type=chunk) [Indemnification Adjusts Purchase Price for Tax Purposes](index=38&type=section&id=7.9%20Indemnification%20Adjusts%20Purchase%20Price%20for%20Tax%20Purposes) This section states that indemnification payments made under the agreement will be treated as adjustments to the purchase price for tax purposes, to the extent permitted by law - Each Party will treat indemnification payments under this Agreement as adjustments to the Purchase Price for Tax purposes to the extent permitted under Applicable Law[185](index=185&type=chunk) [Disclaimer](index=38&type=section&id=7.10%20Disclaimer) This section contains a broad disclaimer, stating that parties rely only on express representations and warranties in the agreement, disclaiming all other implied or express warranties, and confirming that acquired assets are sold "as is" - Each Party agrees that, except for the express representations and warranties in this Agreement (as qualified by the Disclosure Schedule), no other representations, warranties, or inducements are made or relied upon[186](index=186&type=chunk) - The Company makes no express or implied representation or warranty with respect to any Excluded Assets, and the Acquired Assets are assigned "as is," "where is," and with all faults, without any warranty of any kind[186](index=186&type=chunk) [Certain General Terms and Other Agreements](index=39&type=section&id=ARTICLE%208%20CERTAIN%20GENERAL%20TERMS%20AND%20OTHER%20AGREEMENTS) This article covers standard contractual provisions such as notices, expenses, interpretation, governing law, dispute resolution, and the Guarantor's obligations [Notices](index=39&type=section&id=8.1%20Notices) This section specifies the required format, delivery methods, and addresses for all notices and communications related to the agreement, along with rules for when notices are deemed given - All notices must be in writing and delivered by hand, e-mail, or nationally recognized courier company to the specified addresses for the Company, Guarantor, and Buyer[189](index=189&type=chunk) - Notices are deemed given upon delivery (hand), sending (e-mail without failure), **3 Business Days** after mailing, or **1 Business Day** after overnight delivery service, with a provision for notices received after **5:30 p.m.** local time[190](index=190&type=chunk) [Expenses](index=40&type=section&id=8.2%20Expenses) This section states that, unless otherwise specified, each party will bear its own costs and expenses incurred in connection with the transaction, including Buyer paying for the R&W Insurance Policy - Each Party will bear its own costs and expenses incurred in connection with the transactions, including Buyer paying all premiums, underwriting fees, costs, and Taxes for the R&W Insurance Policy[191](index=191&type=chunk) [Interpretation; Construction](index=40&type=section&id=8.3%20Interpretation%3B%20Construction) This section provides standard rules for interpreting the agreement, including the use of headings, plural/singular terms, references to documents and laws, and clarifies that the agreement was jointly drafted - Headings are for convenience only; terms like "herein" refer to the entire agreement; plural includes singular and vice versa; references to documents/laws include amendments; "including" means "without limitation"; "or" means "and/or"; "any" means "any or all"[192](index=192&type=chunk) - All dollar amounts are in United States dollars and payable in cash[192](index=192&type=chunk) - The Parties jointly negotiated and drafted the Agreement, so it will be construed as if drafted jointly, with no presumption favoring or disfavoring any Party[193](index=193&type=chunk) [No Third-Party Beneficiaries](index=41&type=section&id=8.4%20No%20Third-Party%20Beneficiaries) This section states that the agreement is solely for the benefit of the parties and their permitted assigns, with the exception of Buyer's and Company's Other Indemnified Persons, who are express third-party beneficiaries - This Agreement is for the sole benefit of the Parties and their permitted assigns, except for Buyer's Other Indemnified Persons and the Company's Other Indemnified Persons, who are express third-party beneficiaries[194](index=194&type=chunk) [Governing Law](index=41&type=section&id=8.5%20Governing%20Law) This section specifies that the agreement will be construed and enforced under the substantive laws of the State of Delaware, without regard to conflicts of law principles - This Agreement will be construed and enforced in accordance with the substantive laws of the State of Delaware, without reference to principles of conflicts of law[195](index=195&type=chunk) [Jurisdiction, Venue and Waiver of Jury Trial](index=41&type=section&id=8.6%20Jurisdiction%2C%20Venue%20and%20Waiver%20of%20Jury%20Trial) This section establishes exclusive jurisdiction in Delaware courts for any proceedings arising from the agreement, with parties irrevocably submitting to personal jurisdiction, waiving inconvenient forum defenses, and expressly waiving the right to a jury trial - Each Party irrevocably submits to the exclusive jurisdiction of any state or federal court in Delaware for any proceeding arising out of or relating to this Agreement[196](index=196&type=chunk) - Each Party waives any objection to such court exercising personal jurisdiction, the defense of an inconvenient forum, and expressly waives any right to a jury trial[196](index=196&type=chunk) [Entire Agreement; Amendment; Waiver](index=42&type=section&id=8.7%20Entire%20Agreement%3B%20Amendment%3B%20Waiver) This section states that the agreement, including exhibits and ancillary documents, constitutes the entire understanding between the parties, superseding all prior agreements, and requires written execution for any amendments or waivers - This Agreement (including Exhibits and Disclosure Schedule) and Ancillary Documents constitute the entire agreement between the Parties, superseding all prior agreements[198](index=198&type=chunk) - No supplement, modification, or amendment will be binding unless expressed as such and executed in writing by each Party. Waivers must also be in writing[198](index=198&type=chunk) [Assignment; Binding Effect](index=42&type=section&id=8.8%20Assignment%3B%20Binding%20Effect) This section prohibits assignment of the agreement without prior written consent from all parties, with exceptions for collateral assignments to financing sources, or assignments to an acquirer of substantially all business/assets, or to an Affiliate - Neither this Agreement nor any right or obligation hereunder will be assigned without the prior written consent of each other Party[199](index=199&type=chunk) - Exceptions for assignment: (a) as collateral to any source of financing, or (b) to a Person acquiring substantially all of its business and assets, or (c) to any Affiliate of such Party[199](index=199&type=chunk) [Severability](index=42&type=section&id=8.9%20Severability) This section ensures that if any term of the agreement is found invalid or unenforceable, the

Financial Performance - Revenue for Q1 FY2026 increased 18.2% to a record $35.3 million, compared to $29.8 million in Q1 FY2025[7] - Gross profit rose 23.1% to $9.2 million, representing 26.1% of total revenues, up from 25.0% in the same year-ago quarter[8] - Net income surged 123.7% to $1.2 million, or $0.03 per diluted share, compared to $0.6 million, or $0.01 per diluted share, in Q1 FY2025[10] - Adjusted EBITDA increased 12.2% to $2.8 million for Q1 FY2026, compared to $2.5 million in the same year-ago quarter[10] - Net sales for the three months ended April 30, 2025, increased to $35,255,000, a 18.1% rise from $29,838,000 in the same period of 2024[24] - Gross profit for the same period was $9,184,000, representing a 23.1% increase from $7,463,000 year-over-year[24] - Net income for the three months ended April 30, 2025, was $1,237,000, up 123.5% from $553,000 in the prior year[24] Cash and Liquidity - Cash and cash equivalents grew to $12.0 million as of April 30, 2025, up from $7.2 million as of January 31, 2025[11] - Cash and cash equivalents increased to $12,011,000 as of April 30, 2025, compared to $7,150,000 at the beginning of the period[26] - The company generated $6.0 million of cash flow from operations during the quarter, while total debt was reduced to $4.6 million[6] - Net cash provided by operating activities was $6,005,000 for the three months ended April 30, 2025, compared to $3,641,000 in the prior year[26] Operating Expenses - Operating expenses totaled $7.6 million, with a decrease in operating expenses as a percentage of sales to 21.6% from 22.4%[9] - Operating expenses for the three months ended April 30, 2025, totaled $7,606,000, a 13.7% increase from $6,690,000 in the same period of 2024[24] - Research and development expenses decreased to $73,000 from $104,000 year-over-year[24] Investments and Growth Strategy - The company achieved record trade promotion investment at 6% of gross revenue, up from 2% in the previous quarter[3] - The company plans to utilize its cash reserves for prospective acquisitions, further innovation, and margin expansion in the upcoming quarters[6] Customer Acquisition - New customer acquisitions included Lidl, Amazon Fresh, and Sheetz, contributing to a balanced geographic distribution[4] Balance Sheet - Total assets rose to $52,725,000 as of April 30, 2025, up from $47,062,000 at the end of January 2025[22] - Total liabilities increased to $26,287,000 as of April 30, 2025, compared to $22,166,000 at the end of January 2025[22] Share Information - The company reported a weighted average of 37,597,000 basic common shares outstanding for the three months ended April 30, 2025[24]

Financial Performance - Net sales increased by approximately 18% to $35.3 million for the three months ended April 30, 2025, compared to $29.8 million for the same period in 2024[108]. - Costs of sales rose by approximately 17% to $26.1 million, representing 74% of net sales, compared to $22.4 million or 75% of net sales in the prior year[109]. - Gross profit margin improved to 26% for the three months ended April 30, 2025, up from 25% in the same period of 2024[110]. - Net income for the three months ended April 30, 2025, was approximately $1.2 million, compared to $0.6 million in the same period of 2024[107]. Operating Expenses - Operating expenses increased by approximately $916 thousand, primarily due to higher payroll, commissions, and advertising expenses[110]. Cash Flow and Working Capital - Working capital increased to approximately $5.5 million as of April 30, 2025, from approximately $4.9 million as of January 31, 2025[113]. - Net cash provided by operating activities was approximately $6.0 million for the three months ended April 30, 2025, compared to $3.6 million in the same period of 2024[116]. Debt and Financing - The company had no borrowings outstanding under its Credit Agreement and approximately $2.4 million outstanding under its Term Loan Agreement as of April 30, 2025[114]. - The company may require additional funding to finance growth or achieve strategic objectives, with no assurance that financing will be available on acceptable terms[120]. Commodity Price Impact - A 1.0% increase in commodity prices would negatively impact costs of sales by approximately $193 thousand on an annualized basis[125].