ASSET PURCHASE AGREEMENT

The following terms have the meanings specified or referred to in this ARTICLE I:

“Acquired Assets” has the meaning set forth in Section 2.01.

“Assumed Liabilities” has the meaning set forth in Section 2.03.

“Business” has the meaning set forth in the recitals and, for the avoidance of doubt, does not include the Kaposhi retail business or any assets, Liabilities or operations thereof.

“Deferred Payment” has the meaning set forth in Section 2.09.

“Excluded Assets” has the meaning set forth in Section 2.02.

“Founder Departure” means any of the following: (a) the Founder voluntarily terminates her employment with Buyer or any of its Affiliates without “Good Reason” (as defined in the Employment Agreement); or (b) Buyer or its Affiliate terminates the employment of the Founder for “Cause” (as defined in the Employment Agreement). For the avoidance of doubt, no Founder Departure shall occur upon a termination of the Founder’s employment by Buyer or its Affiliate without Cause, upon a resignation by the Founder for Good Reason, or upon the Founder’s death or Disability (as defined in the Employment Agreement).

“License Agreements” means, collectively, (a) the WNBA Retail Product License Agreement between Seller and WNBA Enterprises, LLC, (b) the WNBA US Agreement, dated July 2025, between Seller and WNBA Enterprises, LLC, and (c) the PWHL License Agreement between Seller and the Professional Women’s Hockey League, in each case as identified on Section 2.01(a) of the Disclosure Schedules, together with (d) upon issuance, the WNBPA Players License Agreement in respect of which Seller’s application to the Women’s National Basketball Players Association is pending as of the date hereof.

“Material Adverse Effect” means any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to (a) the business, results of operations, condition (financial or otherwise) or assets of the Business, (b) the value of the Acquired Assets, or (c) the ability of Seller to consummate the transactions contemplated hereby on a timely basis; provided, however, that “Material Adverse Effect” shall not include any event, occurrence, fact, condition or change, directly or indirectly, arising out of or attributable to: (i) general economic or political conditions; (ii) conditions generally affecting the industries in which the Business operates; (iii) any changes in applicable Laws or accounting rules; (iv) the announcement, pendency or completion of the transactions contemplated by this Agreement; or (v) any action required or permitted by this Agreement or any action taken with the prior written consent of Buyer.

Section 2.01. Purchase and Sale of Assets. Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located, which relate to, or are used or held for use in connection with, the Business (collectively, the “Acquired Assets”), including, without limitation: (a) the License Agreements and all other Contracts of the Business set forth on Section 2.01(a) of the Disclosure Schedules (collectively, the “Assigned Contracts”); (b) all Intellectual Property owned or purported to be owned by Seller and used or held for use in the Business, including the “Peau de Loup” name and marks and all goodwill connected with the use of and symbolized by the foregoing; (c) all product designs, tech packs, patterns, samples and development materials of the Business and all rights of the Business under its manufacturing and vendor arrangements; (d) all inventory of the Business, wherever located; (e) all accounts receivable, prepaid expenses, credits and deposits of the Business; (f) originals, or where not available, copies, of all books and records of the Business (“Books and Records”); and (g) all goodwill and the going concern value of the Business.

Section 2.02. Excluded Assets. Notwithstanding the foregoing, the Acquired Assets shall not include the following assets (collectively, the “Excluded Assets”): (a) the Kaposhi retail business, including the retail stores operated by Seller or its Affiliates in British Columbia under the “Kaposhi” name and all assets, properties, Contracts, leases, inventory and employees thereof and all goodwill associated therewith; (b) all cash and cash equivalents, bank accounts and securities of Seller; (c) all Contracts of Seller that are not Assigned Contracts; (d) the corporate seals, organizational documents, minute books, partnership records and Tax Returns of Seller; (e) all rights to any Tax refunds relating to any Pre-Closing Tax Period; and (f) the rights which accrue or will accrue to Seller under the Transaction Documents.

Section 2.03. Assumed Liabilities. Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities: (a) all Liabilities arising under the Assigned Contracts, but only to the extent that such Liabilities thereunder are required to be performed after the Closing Date, were incurred in the ordinary course of business and do not relate to any failure to perform, improper performance, warranty or other breach, default or violation by Seller on or prior to the Closing; and (b) those Liabilities of Seller set forth on Section 2.03(b) of the Disclosure Schedules.

Section 2.04. Excluded Liabilities. Notwithstanding the provisions of Section 2.03 or any other provision in this Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or discharge any Liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other than the Assumed Liabilities (collectively, the “Excluded Liabilities”). Without limiting the generality of the foregoing, the Excluded Liabilities shall include: (a) any Liabilities arising out of or relating to the Kaposhi retail business; (b) any Liabilities arising out of or relating to Seller’s ownership or operation of the Business and the Acquired Assets on or prior to the Closing; (c) any Liabilities for Taxes of Seller or relating to the Business, the Acquired Assets or the Assumed Liabilities for any Pre-Closing Tax Period; (d) any Liabilities for any present or former employees, officers, independent contractors or consultants of the Business arising on or prior to the Closing, including any claims for wages, benefits, bonuses, accrued vacation, workers’ compensation or severance; and (e) any Liabilities of Seller arising or incurred in connection with the negotiation, preparation and performance of this Agreement and the other Transaction Documents.

Section 2.05. Purchase Price. The aggregate purchase price for the Acquired Assets shall be One Million Seven Hundred Seventy-Five Thousand Canadian Dollars (C$1,775,000) (as may be adjusted or reallocated in accordance with the terms hereof, the “Purchase Price”), plus the assumption of the Assumed Liabilities. The Purchase Price shall be paid by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth on Section 2.05 of the Disclosure Schedules, as follows: (a) at the Closing, One Million Canadian Dollars (C$1,000,000) (the “Closing Date Payment”); and (b) following the Closing, the Deferred Payment, if and when payable in accordance with Section 2.09. The Purchase Price is subject to set-off by Buyer as described in Section 2.09 and Section 2.10. All references in this Agreement to “C$” are to the lawful currency of Canada.

Section 2.06. Non-Assignable Assets. Notwithstanding anything to the contrary in this Agreement, to the extent that the sale, assignment, transfer, conveyance or delivery to Buyer of any Assigned Contract would require the consent, authorization, approval or waiver of a Person who is not a party to this Agreement (including any Governmental Authority), and such consent, authorization, approval or waiver shall not have been obtained prior to the Closing, this Agreement shall not constitute an assignment or attempted assignment thereof. Following the Closing, Seller shall use best efforts at its own expense to obtain any such required consent, authorization, approval or waiver as promptly as possible, and until obtained Buyer and Seller shall use best efforts to enter into such arrangements (such as subcontracting or sublicensing) as provide to the parties the economic and, to the extent permitted under applicable Law, operational equivalent of the assignment of such Assigned Contract to Buyer as of the Closing. Once any such consent, authorization, approval or waiver is obtained, Seller shall assign the relevant Assigned Contract to Buyer for no additional consideration.

Section 2.07. Allocation of Purchase Price. The sum of the Purchase Price and the Assumed Liabilities that are treated as consideration for the Acquired Assets for Tax purposes shall be allocated among the Acquired Assets in accordance with Section 2.07 of the Disclosure Schedules (the “Allocation Schedule”). Buyer and Seller shall file all Tax Returns in a manner consistent with the Allocation Schedule and shall jointly execute any available election under section 22 of the Income Tax Act (Canada) with respect to the accounts receivable included in the Acquired Assets.

Section 2.08. Withholding. Buyer shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to Seller or any other Person such amounts as Buyer is required to deduct and withhold under the Income Tax Act (Canada) or any other applicable Tax Law with respect to the making of such payment. To the extent that amounts are so withheld and remitted to the appropriate Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made.

Section 2.09. Deferred Payment. As the remaining portion of the Purchase Price, Buyer shall pay to Seller Seven Hundred Seventy-Five Thousand Canadian Dollars (C$775,000) (the “Deferred Payment”) within ten (10) Business Days following the eighteen (18)-month anniversary of the Closing Date, if and only if no Founder Departure has occurred on or prior to such anniversary. If a Founder Departure occurs on or prior to the eighteen (18)-month anniversary of the Closing Date, the Deferred Payment that may become payable to Seller from and after such Founder Departure shall be reduced by seventy-five percent (75%), and the balance shall be forfeited by Seller and retained by Buyer as forfeited consideration rather than damages, in each case without limitation of Section 2.10.

The parties acknowledge, agree and understand that (a) the contingent right to receive the Deferred Payment shall not be represented by any form of certificate or other instrument, is not transferable and does not constitute any equity or other ownership interest in Buyer or the Business; (b) no interest shall be payable with respect to the Deferred Payment; and (c) nothing in this Agreement (including this Section 2.09) shall affect in any manner whatsoever the right or power of Buyer or any of its Affiliates to terminate the Founder’s employment, for any reason, with or without cause, and nothing herein constitutes a guarantee of continued employment.

Buyer shall have the right (but not the obligation) to withhold and set off against the Deferred Payment (i) any amount required to be repaid to Buyer under Section 2.10 and (ii) any Losses to which any Buyer Indemnified Party may be entitled under ARTICLE VIII. The rights of Buyer under this Section 2.09 are cumulative and shall not limit any other rights or remedies of Buyer under any Transaction Document, at law or in equity. The Deferred Payment shall be treated as an adjustment to the Purchase Price for Tax purposes unless otherwise required by applicable Law.

Section 2.10. Purchase Price Repayment. Buyer is acquiring the Business and paying the Purchase Price with the understanding that Founder will be engaged to continue operating the Business pursuant to her Employment Agreement. In the event that a Founder Departure should occur within three (3) years of the Closing Date, Buyer will not be able to operate the Business in the manner contemplated and, therefore, will not be able to obtain the intended benefits of the transactions contemplated herein. Nonetheless, Buyer has agreed to pay the Purchase Price at the times and in the manner contemplated herein. Accordingly, in the event a Founder Departure should occur within three (3) years of the Closing Date, then Seller and Founder shall, jointly and severally, repay to Buyer (or its designee), by wire transfer of immediately available funds to the account designated by Buyer, within fifteen (15) days after such Founder Departure, seventy-five percent (75%) of the aggregate Purchase Price which Seller has received through such date. Such repayment shall constitute a reallocation of the Purchase Price and not damages.

Section 3.01. Closing. Subject to the terms and conditions of this Agreement, the consummation of the transactions contemplated by this Agreement (the “Closing”) shall take place simultaneously with the execution and delivery of this Agreement on the date hereof, remotely by electronic exchange of documents and signatures, or at such other time, date or place as Seller and Buyer may mutually agree upon in writing. The date on which the Closing occurs is herein referred to as the “Closing Date”.

Section 3.02. Closing Deliverables. At the Closing, Seller shall deliver to Buyer the following: (a) a bill of sale in the form of Exhibit A hereto (the “Bill of Sale”), duly executed by Seller; (b) an assignment and assumption agreement in the form of Exhibit B hereto (the “Assignment and Assumption”), duly executed by Seller, effecting the assignment to and assumption by Buyer of the Acquired Assets and the Assumed Liabilities; (c) an employment agreement with Buyer in the form of Exhibit C hereto (the “Employment Agreement”), duly executed by Founder, for employment of Founder with Buyer commencing with the Closing; (d) executed counterparts of each consent described in Section 4.03(c) of the Disclosure Schedules that has been obtained as of the Closing, including the consents to the assignment of the WNBA Retail Product License Agreement and the WNBA US Agreement; and (e) a certificate, in form and substance reasonably acceptable to Buyer, duly executed by the general partner of Seller, attaching all requisite resolutions or actions approving the execution, delivery and performance of this Agreement and the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby.

At the Closing, Buyer shall deliver to Seller the following: (a) the Closing Date Payment by wire transfer of immediately available funds in accordance with Section 2.05; (b) the Bill of Sale, the Assignment and Assumption and the Employment Agreement, each duly executed by Buyer; and (c) a certificate dated as of the Closing Date and signed by a duly authorized officer of Buyer, to the effect that the execution of this Agreement and the performance by Buyer of its obligations have been duly authorized by all necessary action on the part of Buyer.

Section 4.01. Organization and Qualification of Seller. Seller is a limited partnership duly formed, validly existing and in good standing under the Laws of the Province of British Columbia and has all necessary partnership power and authority to carry on the Business as currently conducted and to own the Acquired Assets as they are now owned. Seller is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the ownership of the Acquired Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a material impact on the Business or on Buyer.

Section 4.02. Authority of Seller. Seller has all necessary partnership power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and each other Transaction Document to which Seller is a party, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized by all requisite partnership action on the part of Seller. This Agreement and each Transaction Document to which Seller or Founder is a party has been duly executed and delivered by Seller and Founder, and (assuming due authorization, execution and delivery by Buyer) constitutes a legal, valid and binding obligation of Seller and Founder, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity.

Section 4.03. No Conflicts; Consents. The execution, delivery and performance by Seller and Founder of this Agreement and the other Transaction Documents to which either of them is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) result in a violation or breach of any provision of the limited partnership agreement or other organizational documents of Seller; (b) conflict with or result in a violation or breach of any provision of any Law or Governmental Order applicable to Seller, Founder, the Business or the Acquired Assets; (c) except as set forth in Section 4.03(c) of the Disclosure Schedules, require the consent, notice or other action of any Person under, conflict with, result in a violation or breach of, or constitute a default under, any Assigned Contract; or (d) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority, other than the post-Closing notification under the Investment Canada Act described in Section 6.08. Section 4.03(c) of the Disclosure Schedules identifies each consent required in connection with the assignment of the License Agreements to Buyer, including (i) the consent of WNBA Enterprises, LLC to the assignment of the WNBA Retail Product License Agreement, (ii) the consent of WNBA Enterprises, LLC to the assignment of the WNBA US Agreement, and (iii) Seller’s pending players-license application to the Women’s National Basketball Players Association, which shall be prosecuted in accordance with Section 6.08.

Section 4.04. Financial Statements. Complete copies of the financial summary of the Business as at March 31, 2026, prepared by BDO Canada LLP (the “Financial Summary”), are set forth in Section 4.04 of the Disclosure Schedules. The Financial Summary is based on the books and records of the Business and fairly presents in all material respects the financial condition of the Business as of the date thereof and the results of the operations of the Business for the period indicated.

Section 4.07. Assigned Contracts. The Assigned Contracts set forth on Section 2.01(a) of the Disclosure Schedules constitute all of the Contracts necessary for the conduct of the Business as currently conducted, including each of the License Agreements. Each Assigned Contract is a valid and binding obligation enforceable against Seller and, to Seller’s Knowledge, the other party or parties thereto, in accordance with its terms and is in full force and effect. Neither Seller nor, to Seller’s Knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or default under), in any material respect, any Assigned Contract, and Seller has not been provided with written notice of any intention to terminate any Assigned Contract. None of the Assigned Contracts has been assigned by Seller on or prior to the Closing Date. Seller has furnished to Buyer true, correct and complete copies of each Assigned Contract, including all amendments, modifications and supplements thereto and waivers thereunder.

Section 4.09. Title to Acquired Assets. Seller has good and valid title to, or a valid leasehold interest in, all of the Acquired Assets, free and clear of Encumbrances except for Permitted Encumbrances. The Acquired Assets are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted. None of the Excluded Assets (including the Kaposhi retail business) is material to the Business.

Section 4.10. Intellectual Property. Section 4.10 of the Disclosure Schedules sets forth a true and complete list of all registered trademarks, trademark applications and internet domain name registrations owned by Seller and used in the Business, including the Canadian and United States registrations of the “Peau de Loup” word and design marks. Seller is the sole and exclusive legal and beneficial owner of all right, title and interest in and to such Intellectual Property, free and clear of Encumbrances other than Permitted Encumbrances. The conduct of the Business as currently and formerly conducted, including the use of any Intellectual Property in connection therewith, and the products of the Business, have not infringed, misappropriated or otherwise violated, and will not infringe, misappropriate or otherwise violate, the Intellectual Property or other rights of any Person. Immediately following the Closing, no royalty or other fee will be required to be paid by Buyer to any Person in respect of the use of the Intellectual Property included in the Acquired Assets, other than as expressly provided in the License Agreements.

Section 5.01. Organization and Authority of Buyer. Buyer is an unlimited liability company duly incorporated, validly existing and in good standing under the Laws of the Province of British Columbia. Buyer has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller and Founder) constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity.

Section 5.02. No Conflicts; Consents. The execution, delivery and performance by Buyer of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not: (a) result in a violation or breach of any provision of the notice of articles or articles of Buyer; (b) result in a material violation or breach of any provision of any Law or Governmental Order applicable to Buyer; or (c) require any consent, permit, Governmental Order, filing or notice from, with or to any Governmental Authority by or with respect to Buyer, other than the post-Closing notification under the Investment Canada Act described in Section 6.08.

Section 5.03. Sufficiency of Funds. Buyer has sufficient cash on hand or other sources of immediately available funds to enable it to make payment of the Closing Date Payment and, when due, the Deferred Payment, and to consummate the transactions contemplated by this Agreement.

Section 6.01. Conduct of Business Prior to Closing. From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall (a) conduct the Business in the ordinary course of business consistent with past practice; and (b) use reasonable best efforts to maintain and preserve intact its current Business organization and the rights, goodwill and relationships of its employees, customers, licensors, vendors and others having relationships with the Business, including under each of the License Agreements.

Section 6.03. No Solicitation of Other Bids. Neither Seller nor Founder shall, or shall authorize or permit any of their respective Affiliates or Representatives to, directly or indirectly, (a) encourage, solicit, initiate, facilitate or continue inquiries regarding an Acquisition Proposal; (b) enter into discussions or negotiations with, or provide any information to, any Person concerning a possible Acquisition Proposal; or (c) enter into any agreements or other instruments (whether or not binding) regarding an Acquisition Proposal. “Acquisition Proposal” means any inquiry, proposal or offer from any Person (other than Buyer or any of its Affiliates) relating to the direct or indirect disposition, whether by sale, merger or otherwise, of all or any portion of the Business or the Acquired Assets. Seller and Founder agree that the rights and remedies for noncompliance with this Section 6.03 shall include having such provision specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach shall cause irreparable injury to Buyer and that money damages would not provide an adequate remedy to Buyer.

Section 6.05. Employees and Employee Benefits. At the Closing, Founder shall enter into the Employment Agreement with Buyer (or an Affiliate of Buyer designated by Buyer), providing for the employment of Founder with Buyer commencing on the Closing Date, and the execution and delivery of the Employment Agreement by Founder is a condition to the obligations of Buyer under Section 7.02. On the Closing Date, Buyer shall, or shall cause an Affiliate of Buyer to, offer employment effective on the Closing Date to the employee of the Business set forth on Section 6.05(a) of the Disclosure Schedules, on the terms specified thereon. As between the parties, Seller shall be solely responsible, and Buyer shall have no obligations whatsoever, for any compensation or other amounts payable to any current or former employee, officer, independent contractor or consultant of the Business, including commission, bonus, salary, fringe or severance pay, for any period relating to service with Seller on or prior to the Closing, and Seller shall pay all such amounts to all entitled persons within ten (10) Business Days following the Closing Date.

Section 6.06. Confidentiality. Each party acknowledges and agrees that the Confidentiality and Non-Circumvention Agreement, dated as of June 18, 2026, between Monarch Commerce, Inc. and Seller (the “Confidentiality Agreement”) remains in full force and effect. From and after the Closing, each of Seller and Founder shall, and shall cause its respective Affiliates and Representatives to, hold in confidence any and all proprietary documents and information, whether written or oral, concerning the Business or the Acquired Assets, except to the extent that Seller or Founder can reasonably demonstrate that such information (a) is generally available to and known by the public through no fault of Seller, Founder or any of their respective Affiliates or Representatives; or (b) is lawfully acquired by Seller or Founder from and after the Closing from sources which are not prohibited from disclosing such information by a legal, contractual or fiduciary obligation.

Section 6.07. Non-Competition; Non-Solicitation. For a period of five (5) years commencing on the Closing Date (the “Restricted Period”), none of Seller or Founder shall, or shall permit any of its respective Affiliates to, directly or indirectly, (i) engage in or assist others in engaging in any business competing with the Business in Canada or the United States (the “Territory”); (ii) have an interest in any Person that engages directly or indirectly in any business competing with the Business in the Territory in any capacity, including as a partner, shareholder, member, employee, principal, agent, trustee or consultant; or (iii) intentionally interfere in any material respect with the business relationships (whether formed prior to or after the date of this Agreement) between Buyer or the Business, on the one hand, and customers, clients, licensors, vendors or suppliers of Buyer or the Business, on the other hand (except with respect to legitimate actions taken by Founder in her capacity as an employee of, and for the benefit of, Buyer or its Affiliates). Notwithstanding the foregoing, Seller and Founder may own in the aggregate, directly or indirectly, solely as an investment, securities of any Person traded on any national securities exchange if neither Seller nor Founder is a controlling Person of, or a member of a group which controls, such Person and does not, directly or indirectly, own five percent (5%) or more of any class of securities of such Person.

During the Restricted Period, none of Seller or Founder shall, or shall permit any of its respective Affiliates to, directly or indirectly, hire or solicit any employee of Buyer or of the Business or encourage any such employee to leave such employment, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 6.07(b) shall prevent Seller, Founder or any of their respective Affiliates from hiring (i) any employee whose employment has been terminated by Buyer or its Affiliate or (ii) after one hundred and eighty (180) days from the date of termination of employment, any employee whose employment has been terminated by the employee.

During the Restricted Period, none of Seller or Founder shall, or shall permit any of its respective Affiliates to, directly or indirectly, solicit or entice, or attempt to solicit or entice, any clients, customers or licensors of Buyer or the Business, or potential clients, customers or licensors of Buyer or the Business, for purposes of diverting their business or services from Buyer or the Business.

Each of Seller and Founder acknowledges that a breach or threatened breach of this Section 6.07 would give rise to irreparable harm to Buyer, for which monetary damages would not be an adequate remedy, and agrees that in the event of a breach or a threatened breach by Seller and/or Founder of any such obligations, Buyer shall, in addition to any and all other rights and remedies that may be available to it 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). Each of Seller and Founder acknowledges that the restrictions contained in this Section 6.07 are reasonable and necessary to protect the legitimate interests of Buyer and constitute a material inducement to Buyer to enter into this Agreement and consummate the transactions contemplated by this Agreement, and that a principal purpose of such transactions is to acquire the goodwill of the Business. In the event that any covenant contained in this Section 6.07 should ever be adjudicated to exceed the time, geographic, service or other limitations permitted by applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant, and such covenant shall be deemed reformed, in such jurisdiction to the maximum time, geographic, product or service or other limitations permitted by applicable Law.

Section 6.08. Third-Party Consents. Seller and Founder shall use reasonable best efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.03(c) of the Disclosure Schedules, including the consents to the assignment of the WNBA Retail Product License Agreement and the WNBA US Agreement, and shall cooperate with Buyer in the prosecution to issuance of Seller’s pending players-license application to the Women’s National Basketball Players Association. Buyer shall file, or cause to be filed, the notification required under the Investment Canada Act in respect of the transactions contemplated hereby within thirty (30) days following the Closing Date.

Section 7.01. Conditions to Obligations of All Parties. The obligations of each party to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment, at or prior to the Closing, of the condition that no Governmental Authority shall have enacted, issued, promulgated, enforced or entered any Governmental Order which is in effect and has the effect of making the transactions contemplated by this Agreement illegal, otherwise restraining or prohibiting consummation of such transactions or causing any of the transactions contemplated hereunder to be rescinded following completion thereof.

Section 7.02. Conditions to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Buyer’s waiver, at or prior to the Closing, of each of the following conditions: (a) the representations and warranties of Seller and Founder contained in this Agreement shall be true and correct in all respects on and as of the Closing Date; (b) each of Seller and Founder shall have duly performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it prior to or on the Closing Date; (c) the consents to the assignment of the WNBA Retail Product License Agreement and the WNBA US Agreement shall have been received in form and substance reasonably satisfactory to Buyer, and executed counterparts thereof shall have been delivered to Buyer at or prior to the Closing; (d) Founder shall have executed and delivered to Buyer the Employment Agreement, and the Employment Agreement shall not have been revoked, rescinded, amended or otherwise repudiated by Founder; (e) from the date of this Agreement, there shall not have occurred any Material Adverse Effect; and (f) Seller and Founder shall have delivered to Buyer duly executed counterparts to the Transaction Documents and such other documents, certificates, instruments and deliveries set forth in Section 3.02(a).

Section 7.03. Conditions to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or Seller’s waiver, at or prior to the Closing, of each of the following conditions: (a) the representations and warranties of Buyer contained in this Agreement shall be true and correct in all respects on and as of the Closing Date; (b) Buyer shall have duly performed and complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it prior to or on the Closing Date; and (c) Buyer shall have delivered to Seller the Closing Date Payment, duly executed counterparts to the Transaction Documents and such other documents, certificates, instruments and deliveries set forth in Section 3.02(b).

Section 8.01. Survival. Subject to the limitations and other provisions of this Agreement, the representations and warranties contained herein shall survive the Closing and shall remain in full force and effect until the date that is eighteen (18) months from the Closing Date; provided, that the representations and warranties in Section 4.01, Section 4.02, Section 4.03, Section 4.09, Section 5.01 and Section 5.02 shall survive for the full period of all applicable statutes of limitations (giving effect to any waiver, mitigation or extension thereof) plus sixty (60) days. All covenants, agreements and undertakings contained in this Agreement shall survive the Closing indefinitely or for the period explicitly specified therein. Notwithstanding the foregoing, any claims asserted in good faith with reasonable specificity (to the extent known at such time) and in writing by notice from the non-breaching party to the breaching party prior to the expiration date of the applicable survival period shall not thereafter be barred by the expiration of such survival period, and such claims shall survive until finally resolved.

Section 8.02. Indemnification By Seller and Founder. Subject to the other terms and conditions of this ARTICLE VIII, from and after the Closing, Seller and Founder, on a joint and several basis, shall indemnify each of Buyer and its Affiliates and their respective Representatives (collectively, the “Buyer Indemnified Parties”) against, and shall hold the Buyer Indemnified Parties harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Buyer Indemnified Parties based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Seller or Founder contained in this Agreement or the other Transaction Documents; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Seller or Founder pursuant to this Agreement or the other Transaction Documents; (c) any Excluded Asset or any Excluded Liability, including any Liability arising out of or relating to the Kaposhi retail business; or (d) any Third-Party Claim based upon, resulting from or arising out of the operation of the Business on or prior to the Closing. Buyer may satisfy any amount owed to a Buyer Indemnified Party under this Section 8.02, in whole or in part, by set-off against the Deferred Payment in accordance with Section 2.09, without constituting an election of remedies.

Section 8.03. Indemnification By Buyer. Subject to the other terms and conditions of this ARTICLE VIII, from and after the Closing, Buyer shall indemnify each of Seller and its Affiliates and their respective Representatives (collectively, the “Seller Indemnified Parties”) against, and shall hold the Seller Indemnified Parties harmless from and against, any and all Losses incurred or sustained by, or imposed upon, the Seller Indemnified Parties based upon, arising out of, with respect to or by reason of: (a) any inaccuracy in or breach of any of the representations or warranties of Buyer contained in this Agreement; (b) any breach or non-fulfillment of any covenant, agreement or obligation to be performed by Buyer pursuant to this Agreement; or (c) any Assumed Liability.

Section 9.01. Termination. This Agreement may be terminated at any time prior to the Closing: (a) by the mutual written consent of Seller and Buyer; (b) by Buyer by written notice to Seller if there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Seller or Founder pursuant to this Agreement that would give rise to the failure of any of the conditions specified in ARTICLE VII and such breach, inaccuracy or failure has not been cured within ten (10) days of Seller’s receipt of written notice of such breach from Buyer; (c) by Seller by written notice to Buyer if there has been a breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Buyer pursuant to this Agreement that would give rise to the failure of any of the conditions specified in ARTICLE VII and such breach, inaccuracy or failure has not been cured within ten (10) days of Buyer’s receipt of written notice of such breach from Seller; or (d) by Buyer or Seller in the event that any Governmental Authority shall have issued a Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable.

Section 9.02. Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto, except that the obligations set forth in this ARTICLE IX, Section 6.06 and ARTICLE X hereof shall survive termination, and nothing herein shall relieve any party hereto from liability for any willful breach of any provision hereof.

Section 10.01. Expenses. Except as otherwise expressly provided herein, all costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such costs and expenses, whether or not the Closing shall have occurred.

Section 10.02. 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); or (c) on the date sent by e-mail of a PDF document if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient. Such communications must be sent to the respective parties at the addresses set forth on Section 10.02 of the Disclosure Schedules (or at such other address for a party as shall be specified in a notice given in accordance with this Section 10.02).

Section 10.06. Entire Agreement. This Agreement and the other Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter, including the letter of intent between Monarch Commerce, Inc. and Seller dated June 24, 2026 (other than the Confidentiality Agreement, which shall remain in full force and effect in accordance with Section 6.06).

Section 10.10. Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of British Columbia or any other jurisdiction). Each party irrevocably attorns and submits to the exclusive jurisdiction of the courts of the Province of British Columbia in respect of any Action arising out of or relating to this Agreement or the transactions contemplated hereby, and waives any objection to venue in such courts.