Exhibit 10.1

MEMBERSHIP INTEREST PURCHASE AGREEMENT

by and among

AFFINITY ADVISORY HOLDINGS CORP.,

AFFINITY ADVISORY NETWORK, LLC,

AAN WEALTH ADVISORS, LLC,

HIH M MFTG TRUST,

THE HALL COMPANIES CORPORATE OHIO LEGACY TRUST

and

ROBERT HALL

Dated as of June 2, 2026

TABLE OF CONTENTS

Annexes

Exhibits

MEMBERSHIP INTEREST PURCHASE AGREEMENT

This MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of June 2, 2026, is by and among (a) Affinity Advisory Holdings Corp., a Delaware corporation (“Buyer”), (b) Affinity Advisory Network, LLC, an Ohio limited liability company (“Affinity”), (c) AAN Wealth Advisors, LLC, an Ohio limited liability company (“AAN” and together with Affinity, the “Companies” and each, a “Company”), (d) Holly A. Postlewaite, as Trustee of the HIH M MFTG Trust, dated January 1, 2026 (“Seller 1”), (e) Joshua A. Postlewaite, as Trustee of The Hall Companies Corporate Ohio Legacy Trust, dated January 1, 2024 (“Seller 2” and together with Seller 1, the “Trust Sellers” and each, a “Trust Seller”) and Robert Hall (“Hall” and together with the Trust Sellers, the “Sellers” and each a “Seller”, and together with Buyer and the Companies, collectively, the “Parties” and each, a “Party”). Capitalized terms used herein shall have the meanings given to such terms in Annex A of this Agreement.

W I T N E S S E T H :

WHEREAS, the Sellers, directly or indirectly, own, in the aggregate (with Hall being the sole beneficiary of each Trust Seller), all of the issued and outstanding equity interests in the Companies as set forth on Annex B hereto (collectively, the “Company Interests,” and, with respect to each Seller, such Seller’s “Company Interest”);

WHEREAS, each of Seller 1 and Seller 2 desires to transfer, assign and sell to Buyer, and Buyer desires to purchase from each Trust Seller, such Trust Seller’s right, title and interest in and to the Company Interests constituting one hundred percent (100%) of the issued and outstanding equity interests of Affinity and AAN, respectively (the “Purchased Interests”), in accordance with and subject to the terms and conditions set forth herein; and

WHEREAS, on the date hereof, and concurrently with the execution and delivery of this Agreement, Buyer or one of its Affiliates, on the one hand, and Hall, on the other hand, are entering into an employment agreement to be effective and contingent upon the occurrence of the Closing (the “Key Person Employment Agreement”).

NOW THEREFORE, in consideration of the mutual covenants, representations, warranties and agreements contained herein, and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be bound hereby, the Parties hereby agree as follows:

Article I

PURCHASE AND SALE

Section 1.1 Purchase and Sale of the Purchased Interests. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase and acquire from each Trust Seller, and each Trust Seller shall sell, transfer, convey and deliver to Buyer, all right, title and interest in and to the Purchased Interests held by such Seller, in each case free and clear of all Liens (other than restrictions on transfer arising under the Securities Act and applicable state securities Laws), in exchange for such Trust Seller’s Allocable Portion of (a) the Closing Cash Consideration, (b) the Nu Ride Class A Common Stock Consideration, (c) the Buyer Stock Consideration and (d) the Trust Sellers’ right to receive the Earnout Payment, if any, subject to Section 1.5.

Section 1.2 Closing. Subject to the terms and conditions of this Agreement, the closing of the sale of the Purchased Interests (the “Closing”) shall take place by exchange of signature pages by email, fax or other electronic transmission as promptly as practicable, that is two (2) Business Days after all of the conditions in Article VI have been satisfied or waived (other than conditions that relate to actions to be taken, or documents to be delivered, at the Closing, but subject to the satisfaction or waiver thereof at the Closing), or such other date as may be mutually agreed to by Buyer and the Sellers (the date on which the Closing actually occurs, the “Closing Date”).

Section 1.3 Deliveries at Closing. At the Closing,

Section 1.4 Closing Purchase Price Adjustment.

Section 1.5 Earnout.

Section 1.6 Withholding. Subject to the filing of a W-9 form reflecting the certification that withholding is not required, Buyer, the Company Group and their respective Affiliates and the Escrow Agent shall be entitled to deduct and withhold, any amounts required to be deducted and withheld pursuant to any provision of Applicable Law in connection with any payments required to be made pursuant to the terms of this Agreement. To the extent that amounts are so deducted or withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person otherwise entitled to receive such payments pursuant to this Agreement and shall be paid to the applicable Governmental Authority.

Article II

REPRESENTATIONS AND WARRANTIES OF SELLERS

Except as set forth in a correspondingly labeled section of the written disclosure schedule delivered by the Sellers to Buyer on or prior to the date of this Agreement (the “Seller Disclosure Schedule”), each Seller hereby represents and warrants to Buyer, jointly and severally, as follows:

Section 2.1 Organization. Such Seller (if such Seller is not a natural person) is duly organized or formed, validly existing and in good standing (if applicable) under the Laws of the jurisdiction of its incorporation or formation.

Section 2.2 Authority; Validity of Agreements. Such Seller (if such Seller is not a natural person) has full power and authority, and such Seller (if such Seller is a natural person) has legal capacity, to execute and deliver this Agreement and each Ancillary Agreement to which such Seller is specified to be a party thereto, to perform its obligations hereunder and thereunder and to consummate the Transactions. If such Seller is a natural person, such Seller is not married or married under a separation of assets regime and, therefore, no consent of the respective spouse, as applicable, is necessary in order to enter into this Agreement or any Ancillary Agreement. If such Seller is not a natural person, the execution, delivery and performance by such Seller of each of this Agreement and each Ancillary Agreement to which such Seller is or, at the Closing, will be a party, has been, and the consummation by such Seller of the Transactions has been, duly and validly authorized and approved by all necessary corporate or other legal action of such Seller, including any necessary approval or consent of its general partner, board of managers or managing member (or equivalent governing body or Person), members, partners, stockholders or other equity owners. This Agreement and any Ancillary Agreement executed and delivered on or prior to the date hereof has been, and upon its execution prior to or at the Closing each other Ancillary Agreement to which such Seller is or, at the Closing, will be a party will be, duly and validly executed and delivered by such Seller, and (assuming due authorization, execution and delivery by the other parties hereto and thereto) this Agreement and each such Ancillary Agreement constitute or will constitute a valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as (a) the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or other similar Applicable Laws affecting the enforcement of creditors’ rights and remedies generally and (b) the availability of equitable remedies may be limited by equitable principles of general applicability.

Section 2.3 Title to Purchased Interests.

Section 2.4 Consents and Approvals. Such Seller is not required to obtain the Consent of any Governmental Authority or other third party in connection with the execution and delivery by such Seller of this Agreement and each Ancillary Agreement to which such Seller is or will be a party, the performance of its obligations hereunder or thereunder or the consummation of the Transactions.

Section 2.5 No Conflicts. Neither the execution, delivery or performance of this Agreement or the Ancillary Agreements to which it is a party, nor the consummation by such Seller of the Transactions, will: (a) violate, conflict with, or result in a breach or default under any provision of the Organizational Documents of such Seller (if applicable); (b) violate any Applicable Law; or (c) result in a violation or breach by such Seller of, conflict with or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, redemption, payment or acceleration) under any Contract to which such Seller is a party or by which such Seller or any of its properties or assets are bound.

Section 2.6 Litigation. Except as set forth on Section 2.6 of the Seller Disclosure Schedule, there is no pending, or, to the Knowledge of the Sellers, threatened Proceeding concerning such Seller or that, individually or in the aggregate, would reasonably be expected to prevent or materially impair or delay the consummation of the Transactions or such Seller’s ability to perform its obligations under this Agreement or under any Ancillary Agreement.

Section 2.7 Brokers and Finders. Except as set forth in Section 2.6 of the Seller Disclosure Schedule no broker, finder or similar intermediary is entitled to any broker’s, finder’s or similar fee or other commission in connection with this Agreement or the Ancillary Agreements or the Transactions based on any Contracts or other arrangements entered into by such Seller or any of its Affiliates or Related Parties.

Section 2.8 Investment Representations. Each applicable Seller:

Article III

REPRESENTATIONS AND WARRANTIES

REGARDING THE COMPANIES

Except as set forth in a correspondingly labeled section of the written disclosure schedule delivered by the Companies to Buyer on or prior to the date of this Agreement (the “Company Disclosure Schedule”), the Sellers and Companies hereby represent and warrant to Buyer, jointly and severally, as follows:

Section 3.1 Organization. Each member of the Company Group is duly organized or formed, validly existing and in good standing (if applicable) under the Laws of the jurisdiction of its incorporation or formation and in each jurisdiction in which it conducts business as a foreign entity. Each member of the Company Group has the requisite corporate or other legal power and authority to carry on the Business as presently conducted by it and to own, lease and operate all of its material properties and assets, as currently conducted, owned, leased or operated. Prior to the date hereof, the Sellers have made available to Buyer true and complete copies of Organizational Documents of each member of the Company Group as in effect on the date hereof, and a correct and complete list of each such Organizational Document is set forth in 0 of the Company Disclosure Schedule. Each such Organizational Document is in full force and effect and there has not been, and are no violations thereof.

Section 3.2 Capital Structure; Subsidiaries.

Section 3.3 Authority; Validity of Agreements. Each Company has full power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery, and performance by each Company of each of this Agreement and the Ancillary Agreements to which it is, or at Closing will be, a party has been, and the consummation by each Company of the Transactions has been, duly and validly authorized and approved by all necessary corporate or other legal action of each such Company, as applicable. This Agreement and any Ancillary Agreement executed and delivered on or prior to the date hereof has been, and upon its execution prior to or at the Closing each of the other Ancillary Agreements will be, duly and validly executed and delivered by each Company, to the extent it is specified to be a party thereto, and (assuming due authorization, execution and delivery by the parties hereto and thereto) this Agreement and each Ancillary Agreement executed and delivered on or prior to the date hereof constitutes, and upon its execution at the Closing each other Ancillary Agreement will constitute, a valid and binding obligation of each Company, to the extent it is specified to be a party thereto, enforceable against each in accordance with its terms, except as (a) the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential transfer or other similar Applicable Laws affecting the enforcement of creditors’ rights and remedies generally and (b) the availability of equitable remedies may be limited by equitable principles of general applicability.

Section 3.4 Consents and Approvals. Except as set forth on Section 3.4 of the Company Disclosure Schedule, no member of the Company Group is required to obtain any Consent of any Governmental Authority or other third Party in connection with the execution and delivery by such member of the Company Group of this Agreement or any Ancillary Agreement to which such member of the Company Group is a party or the performance of this Agreement or any such Ancillary Agreement or the consummation of the Transactions other than the Texas Insurance Approval.

Section 3.5 No Conflicts. Neither the execution, delivery or performance of this Agreement and/or the Ancillary Agreements to which it is, or at Closing will be, a party, nor the consummation by the applicable member of the Company Group of the Transactions, will: (a) violate, conflict with, or result in a breach or default under any provision of the Organizational Documents of any of the members of Company Group; (b) violate Applicable Law in any material respect; (c) result in a violation or breach by any member of the Company Group, conflict with, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, redemption, payment or acceleration) under any Contract to which such member of the Company Group is a party or by which such member of the Company Group and/or any of their respective properties or assets are bound; or (d) result in the creation of any Lien (other than any Permitted Lien) (or have such result upon notice or lapse of time, or both) upon any of the material properties, material assets or equity of any member of the Company Group under any of the terms, conditions or provisions of any Contract.

Section 3.6 Financial Statements.

Section 3.7 Absence of Undisclosed Liabilities. No member of the Company Group has any liabilities of any kind or nature whatsoever, whether known or unknown, accrued, contingent, absolute, determined, or determinable, whether otherwise due or to become due, and whether or not required to be included on a balance sheet prepared in accordance with a standard system of accounting established and administered on a cash basis consistently applied, except (a) as and to the extent disclosed or reserved against in the Unaudited Company Consolidated Balance Sheet or (b) contractual obligations and liabilities that (i) were incurred after the date of the Unaudited Company Consolidated Balance Sheet in the ordinary course of business consistent with past practice of each member of the Company Group (none of which relates to or arises from breach of contract, tort, violation of Law, infringement or misappropriation), (ii) individually and in the aggregate, have not been, and would not reasonably be expected to be, material to the members of the Company Group, taken as a whole, and (iii) are not prohibited by this Agreement or any Ancillary Agreement.

Section 3.8 Absence of Certain Changes. Since the Lookback Date (a) each member of the Company Group has conducted the Business in the ordinary course consistent with past practice, (b) there has not occurred any event or events that, individually or in the aggregate, have had or would be reasonably expected to have a Company Material Adverse Effect or prevent or delay the ability of any member of the Company Group to perform its obligations under this Agreement or any Ancillary Agreement, and (c) no member of the Company Group has taken any action that would, if such member of the Company Group had taken such action after the date hereof and prior to the Closing, require the consent of Buyer under Section 5.2 of this Agreement.

Section 3.9 Assets. The Companies own and have (and immediately after giving effect to the Transactions, the Companies will have) good and valid title to, or valid leasehold interests in, all of the properties and assets (real, personal or mixed, tangible or intangible) (i) used or held for use in the conduct of the Business now and at the Closing, (ii) reflected on the Unaudited Company Consolidated Balance Sheet (other than such assets that were sold or otherwise disposed of in the ordinary course of business consistent with past practice) or (iii) that were acquired by a Company after the date of the Unaudited Company Consolidated Balance Sheet, in each case of clauses (i), (ii) and (iii) free and clear of any Liens other than Permitted Liens. The Business is and has only been conducted through the Companies. Affinity Advisory Network LLC, a Delaware limited liability company (the “Delaware Entity”) does not hold and never has held any assets or liabilities.

Section 3.10 Real Property. None of the members of the Company Group owns or has ever owned any real property or interest therein. Section 3.10 of the Company Disclosure Schedule sets forth a true, correct and complete list of all of the Leases of real property to which any member of the Company Group is a party. The Leases set forth on Section 3.10 of the Company Disclosure Schedule constitute all of the real property leased, subleased, licensed or otherwise used in connection with the operation of the Business as presently conducted. The Company has delivered to the Buyer a true and complete copy of each such Lease document (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto). There exists no default or, to the Knowledge of the Companies, any condition, or any state of facts or event which with the passage of time or giving of notice would constitute a default, in the performance of its obligations under any of the Leases by any member of the Company Group or, to the Knowledge of the Companies, by any other party to any of such Leases or that would permit the termination, modification or acceleration of rent under any such Lease. None of the members of the Company Group has received any written or, to the Knowledge of the Companies, oral communication from the landlord or lessor under any of such Leases claiming that any member of the Company Group is in breach of its obligations under such Leases. Except as set forth on Section 3.10 of the Company Disclosure Schedule with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the Company’s possession and quiet enjoyment of the leased real property under such Lease has not been disturbed, and to the Knowledge of the Companies, there are no disputes with respect to such Lease; (iii) no security deposit or portion thereof deposited with respect such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (iv) the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such property subject to such Lease or any portion thereof; and (v) all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the real property subject to each Lease are in good condition and repair and sufficient for the operation of the Business as presently conducted, and, to the Knowledge of the Companies, there are no facts or conditions affecting any of such improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of such improvements or any portion thereof in the operation of the Business as presently conducted.

Section 3.11 Material Contracts.

Section 3.12 Litigation. Section 3.12 of the Company Disclosure Schedule contains a true and complete list, since the Lookback Date, of all past, pending, threatened in writing and, to the Knowledge of the Companies, threatened orally (a) Proceedings by, against or affecting any member of the Company Group, or, with respect to the Business, Sellers or any of their Affiliates and (b) Client Disputes. Prior to the date hereof, all files and other material written information related to such Proceedings and Client Disputes have been made available to Buyer as true, correct, and complete copies.

Section 3.13 Brokers and Finders. Except as set forth on Section 3.13 of the Company Disclosure Schedule, no broker, finder or similar intermediary is entitled to any broker’s, finder’s or similar fee or other commission in connection with this Agreement or the Ancillary Agreements or the Transactions based on any Contracts or other arrangements entered into by such Company Group or any of its Affiliates or Related Parties.

Section 3.14 Affiliate Arrangements.

Section 3.15 Compliance with Law; Government Regulation.

Section 3.16 Funds. No member of the Company Group acts, and has not since inception acted, as investment adviser, investment sub-adviser, general partner, managing member, manager or sponsor to any pooled investment vehicle.

Section 3.17 Assets Under Management; Clients.

Section 3.18 Taxes.

Section 3.19 Benefit Plans; Employees.

Section 3.20 Employee and Labor Matters.

Section 3.21 Intellectual Property.

Section 3.22 Insurance. The Company Group maintains the insurance policies and bonds listed in Section 3.22 of the Company Disclosure Schedule (collectively, the “Company Insurance Policies”), which schedule sets forth the coverage period, policy amount, insurance carrier, coverage limits and deductibles of each such Company Insurance Policy. All such Company Insurance Policies are in full force and effect, all premiums due and payable have been paid, and no notice of cancellation or termination has been received with respect to any such Company Insurance Policy. There is no material claim by any member of the Company Group pending under any of such Company Insurance Policies or bonds as to which coverage has been denied or disputed by the underwriters of such Company Insurance Policies. The Company Insurance Policies provide coverage for the Company Group in a manner consistent with customary practice in the industries in which the Company Group operates and sufficient for material compliance with all applicable legal requirements and with all Contracts to which any member of the Company Group is a party, and policies providing substantially similar insurance coverage have been in effect continuously since the Lookback Date.

Section 3.23 Minute Books and Other Records. True, correct, and complete copies of the minutes of all meetings of the members, board of managers or committee or subcommittee thereof of each member of the Company Group (including action taken by written consent or otherwise without a meeting) since the Lookback Date have previously been made available to Buyer.

Section 3.24 Brokers and Finders. Except as set forth in Section 3.24, no broker, finder or similar intermediary has acted for or on behalf of, or is entitled to any broker’s, finder’s or similar fee or other commission from, any member of the Company Group in connection with this Agreement or the Ancillary Agreements or the Transactions.

Section 3.25 Privacy. The Company Group has been and is in compliance with all of privacy notice(s), internal policies and procedures, and any applicable contractual obligations concerning the collection, use, storage, security, disclosure, retention or other processing of Personal Information including non-public personal information, personal data, personal information or similar information under Applicable Law. The foregoing privacy notice(s), policies and procedures and contractual obligations comply with all Applicable Laws concerning Personal Information, including the Gramm-Leach-Bliley Act and Regulation S-P (the “Privacy Laws”). The Company Group has implemented commercially reasonable technical, physical, and administrative safeguards reasonably designed to protect and have not experienced any loss or theft, or unauthorized access, use or disclosure of Personal Information used in the conduct of the business of the Company Group. With respect to any third parties that process Personal Information used in the conduct of the business of the Company Group, the Company Group (a) conducts reasonable diligence concerning those third-parties; (b) requires by written contract that such third parties agree to maintain reasonable safeguards and comply with the Privacy Laws; and (c) conducts reasonable ongoing diligence to confirm compliance by such third-parties. The Company Group has not received notice of any claims or complaints or been charged with the violation of any Privacy Laws and, to the Knowledge of the Companies, is not currently under investigation with respect to any violation of any Privacy Laws.

Section 3.26 Environmental, Social and Governance Matters.

Section 3.27 Accuracy of Statements. No representation or warranty by Sellers in this Agreement, nor any statement contained in a schedule or certification delivered to Buyer by Sellers or Companies pursuant to this Agreement, contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.

Article IV

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer hereby represents and warrants to the Companies and Sellers as follows:

Section 4.1 Organization. Buyer is a legal entity duly organized, validly existing and in good standing under the Laws of Delaware and has all requisite corporate or other legal power and authority to carry on its business and to own, lease and operate all of its material properties and assets, as currently conducted, owned, leased or operated.

Section 4.2 Authority; Validity of Agreements. Buyer has full corporate or other legal power and authority to execute and deliver this Agreement and each Ancillary Agreement to which Buyer is or is specified to be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution, delivery, and performance by Buyer of each of this Agreement and the Ancillary Agreements has been, and the consummation by Buyer of the Transactions has been, duly and validly authorized and approved by all necessary corporate action of Buyer. This Agreement and any Ancillary Agreement executed and delivered on or prior to the date hereof has been, and upon its execution prior to or at the Closing each of the other Ancillary Agreements will be, duly and validly executed and delivered by Buyer and (assuming due authorization, execution and delivery by the parties hereto and thereto) this and each Ancillary Agreement executed and delivered on or prior to the date hereof constitutes, and upon its execution prior to or at the Closing each other Ancillary Agreement will constitute, a valid and binding obligation of Buyer, to the extent it is specified to be a party thereto, enforceable against each in accordance with its terms, except as (a) the enforceability hereof may be limited by bankruptcy, insolvency, reorganization, moratorium, rehabilitation, liquidation, fraudulent conveyance, preferential treatment or other similar Applicable Laws affecting the enforcement of creditors’ rights and remedies generally and (b) the availability of equitable remedies may be limited by equitable principles of general applicability.

Section 4.3 Consents and Approvals. Other than the Texas Insurance Approval, none of Buyer nor any of its Affiliates is required to obtain the Consent of any Governmental Authority or other third party in connection with the execution and delivery by Buyer of this Agreement and each Ancillary Agreement or the performance of this Agreement and each Ancillary Agreement by Buyer or the consummation of the Transactions.

Section 4.4 No Conflicts. Neither the execution, delivery or performance of this Agreement or the Ancillary Agreements to which it is a party, nor the consummation by Buyer of the Transactions, will: (a) violate, conflict with, or result in a breach or default under any material provision of the Organizational Documents of Buyer; (b) violate any Applicable Law; (c) result in a violation or breach by Buyer of, conflict with or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation, redemption, payment or acceleration) under any Contract to which it is a party, or by which it or any of its properties or assets are bound; or (d) result in the creation of any Lien (other than any Permitted Lien) (or have such result upon notice or lapse of time, or both) upon any of the properties or assets of Buyer under any of the terms, conditions or provisions of any Contract, except for, in the case of clauses (b) through (d) of this Section 4.4, any violation, breach, conflict, default or right of termination, cancellation, redemption, payment or acceleration that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Buyer to perform its obligations hereunder or thereunder.

Section 4.5 Legal Proceedings. There is no Proceeding pending or, to the knowledge of Buyer, threatened, against Buyer that, individually or in the aggregate, would reasonably be expected to prevent or materially impair or delay the consummation of the Transactions or Buyer’s ability to promptly perform its obligations hereunder or under any Ancillary Agreement.

Section 4.6 Financing. Buyer has as of the date hereof, and will have at the Closing, sufficient funds to make the payments required to be made at Closing by the Buyer pursuant to the terms of this Agreement, and all of its and its Representatives’ fees and expenses incurred in connection with the Transactions.

Section 4.7 Brokers and Finders. No broker, finder, or similar intermediary has acted for or on behalf of, or is entitled to any broker’s, finder’s or similar fee or other commission from Buyer or any of its Affiliates in connection with this Agreement or the Ancillary Agreements or the Transactions.

Section 4.8 No Representations. Buyer acknowledges and agrees that it (a) has made its own inquiry and investigation into, and based thereon has formed an independent judgment concerning, the Companies and Seller, (b) has been furnished with or given adequate access to such information about the Companies and Seller, as it has requested, and (c) other than with respect to fraud or any willful and material breach of this Agreement, will not assert any claim against the Sellers or any of their respective agents, consultants or representatives, or hold the Sellers, for any inaccuracies, misstatements or omissions with respect to such information (other than the Sellers with respect to the representations and warranties made in this Agreement or other Ancillary Agreement by the Sellers and its Affiliates). Other than with respect to fraud or any willful and material breach of this Agreement or the representations and warranties made in this Agreement or other Ancillary Agreement by the Sellers and its Affiliates, Buyer acknowledges that the Sellers make no representations or warranties with respect to any financial projection or forecast relating to the Companies and the Sellers.

Section 4.9 Independent Judgment. Buyer has made its own independent judgment of the commercial potential, condition and usefulness of the business and assets and all aspects of the Companies. Buyer has such experience in business and financial affairs in general, and the industry and business in which Companies conduct their operations in particular, to be independently capable of evaluating the risks and merits of the transactions contemplated herein.

Section 4.10 Accuracy of Statements. No representation or warranty by Buyer in this Agreement, nor any statement contained in a schedule or certification delivered to Sellers by Buyer pursuant to this Agreement, contains an untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading.

Article V

COVENANTS

Section 5.1 Making of Covenants and Agreements. The Sellers agree to cause the members of the Company Group to comply with the covenants and agreements of the Company Group contained in this Agreement.

Section 5.2 Conduct of Business. During the period from the date of this Agreement until the earlier of: (1) the date this Agreement is terminated in accordance with Article VII and (2) the Closing Date, except (w) as expressly permitted by this Agreement or the Ancillary Agreements, (x) as set forth in Section 5.2 of the Seller Disclosure Schedule, or (y) with the prior written consent of Buyer, Sellers shall cause each member of the Company Group to: (A) operate its business and operations in the ordinary course consistent with past practice; (B) use commercially reasonable efforts to keep available the present services of any employees or individual third party service providers; (C) use commercially reasonable efforts to preserve intact its business, Contracts, operations, assets, rights, franchises, goodwill and relations with the Clients and others with whom it conducts business; and (D) without limiting the generality of the foregoing, not directly or indirectly:

Section 5.3 Consents Generally. In furtherance and not in limitation of Section 5.4, each Party shall cooperate with the other and use its reasonable best efforts to take or cause to be taken all actions, and do or cause to be done all things, reasonably necessary, proper or advisable on its part under this Agreement and Applicable Law to consummate the Transactions, including preparing and filing as promptly as reasonably practicable following the date hereof all documentation to effect all necessary notices, reports, petitions and other filings and to obtain as promptly as practicable following the date hereof all Consents from any third party and/or any Governmental Authority, in order to consummate the Transactions; provided, however, that nothing in this Section 5.3 shall require Buyer to propose, negotiate, effect or agree to, the sale, divestiture, license or other disposition of any assets, securities or business of the Company Group, Buyer or any Buyer Affiliate, or otherwise take any action that limits the freedom of action with respect to, or its ability to retain any of the businesses, product lines or assets of the Company Group, Buyer or any Buyer Affiliate; provided, further, that the Sellers shall not, and shall cause each member of the Company Group not to, agree orally or in writing to any amendments to any Contract, to any concessions in any commercial arrangements or to any loss of rights (whether to have effect prior to or after the Closing), in each case, in connection with obtaining any Consents from any private third party or Governmental Authority without obtaining the prior written consent of Buyer. Subject to Applicable Law and any applicable confidentiality restrictions, Buyer and its counsel, on the one hand, and the Sellers and its counsel, on the other hand, shall have the right to review (in advance to the extent reasonably practicable) any filing made with, or written materials submitted to, any Governmental Authority in connection with the Transactions. To the extent not otherwise prohibited by Applicable Law, the Sellers and its counsel, on the one hand, and Buyer and its counsel, on the other hand, shall provide counsel for the other party with copies of all filings made by such party, and all correspondence between such party (and its advisors) with any Governmental Authority and any other information supplied by such party to a Governmental Authority or received from such Governmental Authority in connection with the Transactions.

Section 5.4 Client Consents.

Section 5.5 Pre-Closing Access; Information.

Section 5.6 Notification of Certain Matters.

Section 5.7 Confidentiality and Announcements.

Section 5.8 Expenses. Except as otherwise expressly provided in this Agreement, (a) Buyer, on one hand, and the Sellers, on the other hand, shall each bear their own direct and indirect Transaction Expenses and (b) Sellers shall bear the direct and indirect Transaction Expenses of the Company Group, including with respect to the procurement or attempted procurement of Client Consents pursuant to Section 5.4.

Section 5.9 Further Assurances. Each Party agrees to, and to cause its Affiliates to, execute such documents and other papers and use its reasonable best efforts to perform or cause to be performed such further customary acts as may be reasonably required to carry out the provisions contained in this Agreement and the Ancillary Agreements or otherwise to effectuate or evidence the Transactions. Following the Closing, upon the reasonable request of any Party or Parties, the other Parties, as the case may be, agree to, and to cause their respective Affiliates to, promptly execute and deliver such further instruments of assignment, transfer, conveyance, endorsement, direction or authorization and other documents as may be requested to effectuate the purposes of this Agreement, the Ancillary Agreements and the Transactions.

Section 5.10 Tax Matters.

Section 5.11 Affiliate Arrangements. Except as set forth in Section 5.11 of the Seller Disclosure Schedule, all Affiliate Arrangements shall be automatically terminated, effective upon the Closing, without any further right, obligation or liability of any Person thereunder.

Section 5.12 Noncompetition; Non-Solicitation of Investors and Non-Disparagement.

Section 5.13 Tail Policy; D&O Indemnification.

Section 5.14 Exclusivity. The Sellers shall not, shall cause their respective Affiliates (including the members of the Company Group) to not, and shall direct their respective stockholders, partners, board members, management, professional advisors, directors, officers, employees, investment bankers and other representatives not to, (a) solicit, initiate, seek or knowingly encourage the initiation of any Acquisition Proposal, (b) participate in any discussions or negotiations with any third party regarding, or furnish to any third party any information in connection with, any Acquisition Proposal or (c) enter into any agreement, letter of intent, memorandum of understanding or term sheet with respect to, or consummate, an Acquisition Proposal, or, in the case of each of clauses (a) through (c) above, authorize or permit the same.

Section 5.15 Release of Guaranties. Following the Closing, Buyer and Hall shall cooperate and use commercially reasonable efforts to effectuate the release and replacement of the personal guaranties of Hall (or have him replaced by the applicable Company, if he is a party in his individual capacity) in respect of the contracts with vendors or supplies of the Companies set forth on Schedule 5.15 of the Company Disclosure Schedule, and Buyer shall cause the Companies to make, and shall indemnify Hall for any payments made by him that the Companies failed to make, in respect of obligations thereunder that are appropriately the obligation of the Companies rather than Hall.

Section 5.16 Preservation of Books and Records; Post-Closing Access. From and after the Closing Date, Buyer agrees that it shall preserve and keep the books and records relating to the Companies (a) for a period of three (3) years from the Closing Date and shall make the books and records and employees available to each other, as the case may be, as may be reasonably required in connection with any third-party legal proceedings against or governmental investigations of the Sellers or Companies or government reporting obligation of the parties hereunder or for any other reasonable business purpose arising from or relating to the Seller or Companies, during the regular business hours and upon the prior written request thereto by the other party, as the case may be. In the event that Buyer wishes to destroy any such books or records at any time after three (3) years from the Closing, Buyer shall first give ninety (90) days prior written notice to the Sellers and the Sellers shall have the right at their sole option and expense, upon prior written notice given to Buyer within said ninety (90) day period, to take possession of said records within said ninety (90) day period.

Section 5.17 Certain Outstanding Obligations. With respect to certain outstanding obligations, the parties have made the agreements and covenants set forth in Section 5.17 of the Seller Disclosure Schedule, which is hereby incorporated into this Agreement.

Section 5.18 IRS Resolution. The parties acknowledge correspondence between the Companies and the Internal Revenue Service (“IRS”) with respect to certain payroll tax and related matters, copies of all of which have been provided in the virtual data room to Buyer, regarding funds owed as a refund from the IRS to the Companies and funds owed by the Companies to the IRS. The parties acknowledge this matter with the IRS will be resolved after the Closing and any net amount owed to the IRS will be promptly paid by Hall to the IRS, and any net amount received from the IRS by the Companies will be promptly paid to Hall.

Section 5.19 Financial Statements. Prior to and following the Closing, Sellers will use their commercially reasonable efforts to cooperate with and to assist Buyer and its Affiliates (and their advisors) in preparing financial statements with respect to the Companies necessary under Rule 3-05 of Regulation S-X and related requirements.

Section 5.20 Delaware Entity. Prior to Closing, Sellers shall use their commercially reasonable efforts to dissolve the Delaware Entity.

Article VI

CONDITIONS TO CLOSING

Section 6.1 Mutual Conditions. The obligations of each Party to effect the Closing shall be subject to the satisfaction at or before the Closing of the following conditions, any of which may be waived in writing by the Sellers and Buyer, acting jointly:

Section 6.2 Conditions to Buyer’s Obligations. The obligations of Buyer to effect the Closing shall be subject to the satisfaction at or before the Closing of the following conditions, any of which may be waived in writing by Buyer:

Section 6.3 Conditions to the Sellers’ Obligations. The obligations of Sellers to effect the Closing shall be subject to the satisfaction at or before the Closing of the following conditions, any of which may be waived in writing by the Sellers:

Section 6.4 Frustration of Closing Conditions. Neither Buyer, on the one hand, nor Sellers, on the other hand, may rely on the failure of any condition set forth in this Article VI to be satisfied if such failure was primarily caused by the failure of such party to act in good faith or to use its reasonable best efforts to cause the Closing to occur.

Section 6.5 Waiver of Closing Conditions. Upon the occurrence of the Closing, any condition set forth in this Article VI that was not satisfied as of the Closing shall be deemed to have been waived as of and from the Closing.

Article VII

TERMINATION

Section 7.1 Termination.

Section 7.2 Survival after Termination. If this Agreement is terminated in accordance with Section 7.1 hereof and the Transactions are not consummated, this Agreement shall become void and of no further force and effect, without any liability on the part of any Party, except for the provisions of Section 5.7(c), Section 5.8, this Section 7.2, Article IX, and except that the Confidentiality Agreement shall remain in effect in accordance with its terms. Notwithstanding the foregoing, nothing in this Section 7.2 shall relieve any Party of liability for any fraud or its willful and material breach of this Agreement. For purposes of this Agreement, “willful and material breach” means a material breach of any material representation, warranty or covenant or other agreement set forth in this Agreement that is a consequence of an act or failure to act by or on behalf of the breaching party with knowledge (which shall be deemed to include knowledge of facts that a Person acting reasonably should have) that the taking of such act or failure to take such act would, or would reasonably be expected to, result in a breach of this Agreement.

Article VIII

SURVIVAL; INDEMNIFICATION

Section 8.1 Survival of Representations and Warranties.

Section 8.2 Indemnification.

Section 8.3 Claims Procedures.

Section 8.4 Exclusivity. From and after the Closing (other than in respect of claims based on fraud or any willful and material breach of this Agreement, the adjustments to Closing Cash Consideration in accordance with Section 1.4, and Section 5.16, each of which will not be so limited by this Section 8.4), the availability of specific performance pursuant to Section 9.9, or other equitable remedy the indemnification provisions in this Article VIII, will be the exclusive remedy for any breach or violation of or inaccuracy in any representation, warranty, covenant or agreement contained in this Agreement.

Article IX

MISCELLANEOUS

Section 9.1 Amendments; Extension; Waiver. This Agreement may not be amended, altered, or modified except by written instrument executed by Buyer and the Sellers. The failure by any Party to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision nor in any way to affect the validity of this Agreement or any part hereof or the right of such party thereafter to enforce each and every such provision. No waiver of any breach of or non-compliance with this Agreement shall be held to be a waiver of any other or subsequent breach or non-compliance. Any waiver made by any Party in connection with this Agreement shall not be valid unless agreed to in writing by the Sellers and Buyer.

Section 9.2 Entire Agreement. This Agreement and any documents executed by the parties simultaneously herewith or pursuant hereto, including the Ancillary Agreements, constitute the entire agreement of the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, written and oral, among the parties with respect to the subject matter hereof.

Section 9.3 Construction and Interpretation. When a reference is made in this Agreement to Sections, Annexes, Exhibits or Schedules, such reference shall be to a Section of or Annex, Exhibit or Schedule to this Agreement unless otherwise indicated. The table of contents headings and footers contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.” The word “or” shall not be exclusive unless the context clearly requires the selection of one (but not more than one) of a number of items. References to “written” or “in writing” include in electronic form. Unless the defined term “Business Days” is used, references to “days” in this Agreement refer to calendar days; provided, that if any action is required to be done or taken on a day that is not a Business Day, then such action shall be required to be done or taken not on such day but on the first succeeding Business Day thereafter. References in this Agreement to any Contract (including this Agreement) mean such Contract as amended, restated, supplemented or modified from time to time in accordance with the terms thereof; provided that with respect to any Contract listed (or required to be listed) on the Seller Disclosure Schedule or the Company Disclosure Schedule, all material amendments and modifications thereto (but excluding any purchase orders, work orders or statements of work) must also be listed on the appropriate section of the applicable Seller Disclosure Schedule or the Company Disclosure Schedule. With respect to the determination of any period of time, the word “from” means “from and including” and the words “to” and “until” each means “to but excluding.” References in this Agreement to any Law shall be deemed also to refer to such Law, as amended, and all rules and regulations promulgated thereunder. If any Party has breached any representation, warranty, covenant or agreement contained in this Agreement in any respect, the fact that there exists another representation, warranty, covenant or agreement relating to the same subject matter (regardless of the relative levels of specificity) which the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, covenant or agreement. The word “extent” in the phrase “to the extent” (or similar phrases) shall mean the degree to which a subject or other thing extends, and such phrase shall not mean simply “if.” An accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with GAAP. Except where otherwise provided, all amounts in this Agreement are stated and shall be paid in United States dollars. All capitalized terms defined in Annex A or elsewhere in this Agreement are equally applicable to the singular and plural forms thereof. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by all Parties, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

Section 9.4 Disclosure Schedules, Annexes and Exhibits. The Seller Disclosure Schedule and the Company Disclosure Schedule, Exhibits and Annexes attached hereto or referred to in this Agreement are (a) each by this Agreement incorporated in and made a part of this Agreement as if set forth in full herein and (b) qualified in their entirety by reference to specific provisions of this Agreement. Certain agreements and other matters are listed in schedules for informational purposes only, notwithstanding the fact that, because they do not rise above applicable materiality thresholds or otherwise, they are not required to be listed hereon by the terms of this Agreement. In no event shall the listing of such agreements or other matters in a schedule be deemed or interpreted to broaden or otherwise amplify the Sellers’ representation and warranties, covenants or agreements contained in this Agreement, and nothing in a schedule shall influence the construction or interpretation of any of the representations and warranties contained in this Agreement. The headings contained in the Seller Disclosure Schedule and the Company Disclosure Schedule are for convenience of reference only, and shall not be deemed to modify or influence the interpretation of the information contained therein or this Agreement. The disclosure of any item or matter in the Seller Disclosure Schedule or the Company Disclosure Schedule shall not be construed as an admission, representation or indication that such item or other matter is “material” or would have a Company Material Adverse Effect or that such item or other matter is required to be referred to or disclosed in the Seller Disclosure Schedule or the Company Disclosure Schedule (as applicable), nor shall such disclosure establish a standard of materiality for any purpose whatsoever. The disclosure of any item or matter relating to any possible breach or violation of any law or contract shall not be construed as an admission or indication that any such breach or violation exists or has actually occurred.

Section 9.5 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction shall, as to that jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. If any provision of this Agreement is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.

Section 9.6 Notices. All notices and other communications hereunder shall be in writing and shall be addressed as follows (or at such other address for a Party as shall be specified by like notice):

If to Buyer (or, after the Closing, any member of the Company Group):

c/o Nu Ride Inc.

1700 Broadway, 19^th Floor

New York, NY 10019

Attention: Alexander C. Matina

Email: amatina@nurideinc.com

With a copy (which shall not constitute notice) to:

Herbert Smith Freehills Kramer (US) LLP

1177 Avenue of the Americas

New York, New York 10036

Attention: John Bessonette; Arlene Ortiz-Leytte

Email: John.Bessonette@hsfkramer.com; Arlene.OrtizLeytte@hsfkramer.com

If to the Sellers or any Seller (or, prior to the Closing, any member of the Company Group):

1485 Championship Cir SE

Massillon, Ohio 44646

Attention: Robert Hall

Email: rhall@affinityadvisorynetwork.com

with copies (which shall not constitute notice hereunder) to:

Jackson Kelly PLLC

20 NW Third Street, Suite 700

P.O. Box 1507

Evansville, Indiana 47706

Attention: Marc Fine

Email: mdfine@jacksonkelly.com

All such notices or communications shall be deemed to have been delivered and received: (a) if delivered in person, on the day of such delivery, (b) if by reputable overnight delivery service, on the second Business Day after the sending thereof, and (c) when sent, if sent by electronic mail before 5:00 p.m. on a Business Day at the location of receipt and otherwise at 9:00 a.m. on the next Business Day.

Section 9.7 Binding Effect; No Assignment. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. This Agreement may not be assigned, in whole or in part, by any Party without the prior written consent of Buyer and the Sellers, and any purported assignment or other transfer without such consent shall be void and unenforceable; provided that Buyer may assign, transfer or pledge, in whole or in part, all or any of its respective rights or obligations under this Agreement to one or more of its Affiliates without the consent of any Person; provided that any such assignment shall not relieve the assignor from any obligation under this Agreement.

Section 9.8 Counterparts. This Agreement may be executed in two or more counterparts (including by facsimile, pdf, or other electronic transmission), each of which shall be deemed an original, but all of which taken together shall constitute one and the same agreement, it being understood that all of the parties need not sign the same counterpart.

Section 9.9 Specific Performance.

Section 9.10 Governing Law; Waiver of Jury Trial; Jurisdiction. The Law of the State of Delaware shall govern (a) all claims or matters related to or arising from this Agreement (including any tort or non-contractual claims) and (b) any questions concerning the construction, interpretation, validity and enforceability of this Agreement, and the performance of the obligations imposed by this Agreement, in each case without giving effect to any choice-of-law or conflict-of-law rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Law of any jurisdiction other than the State of Delaware. EACH PARTY IRREVOCABLY WAIVES ALL RIGHTS TO TRIAL BY JURY IN ANY PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE BETWEEN OR AMONG ANY OF THE PARTIES (WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND/OR THE RELATIONSHIPS ESTABLISHED AMONG THE PARTIES UNDER THIS AGREEMENT. THE PARTIES TO THIS AGREEMENT FURTHER WARRANT AND REPRESENT THAT EACH HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. Each of the Parties irrevocably and unconditionally submits to the exclusive jurisdiction of first, the Chancery Court of the State of Delaware or if such court declines jurisdiction, then to the Federal District Court for the District of Delaware, in any Proceeding arising out of or relating to this Agreement, agrees that all claims in respect of the Proceeding shall be heard and determined in any such court and agrees not to bring any Proceeding arising out of or relating to this Agreement in any other courts. Nothing in this Section 9.10, however, shall affect the right of any Party to serve legal process in any other manner permitted by Law or at equity. Each Party agrees that a final judgment in any Proceeding so brought shall be conclusive and may be enforced by suit on the judgment or in any other manner provided by Law or at equity.

Section 9.11 No Third Party Beneficiaries. Except as set forth in Section 5.13 and Article VIII, nothing in this Agreement expressed or implied, is intended to confer on any person, other than the Parties or their respective successors and permitted assigns, any rights, remedies, obligations or liabilities.

Section 9.12 Waiver of Conflicts; Attorney-Client Communications.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the date first above written.

[Signature page to Membership Interest Purchase Agreement]

[Signature page to Membership Interest Purchase Agreement]

Annex A

Defined Terms

For all purposes of this Agreement (other than as otherwise defined or specified in any Exhibit or Schedule), the following terms shall have the respective meanings set forth below in this Annex A (such definitions to apply to both the singular and plural forms of the terms herein defined):

“AAN” has the meaning set forth in the Preamble.

“AAN Purchased Interests” means the Purchased Interests from AAN.

“Acquisition Proposal” means any proposal or offer from any Person (other than Buyer and its respective accountants, attorneys, consultants, advisors, investment bankers, or other representatives) relating to any merger or recapitalization involving any member of the Company Group, sale of the equity securities in any member of the Company Group, any sale of all or substantially all of the assets of any member of the Company Group or other similar transaction involving any member of the Company Group (excluding sales of inventory in the ordinary course of business).

“Adjustment Report” has the meaning set forth in Section 1.4(d).

“Adjustment Time” has the meaning set forth in Section 1.4(a).

“Affiliate” means, with respect to any Person, any Person that directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, the first Person; provided that, (a)(i) an Affiliate of a natural person also includes such person’s Related Parties and (ii) an Affiliate of any Person includes any other Person in which the first Person owns a 10% or greater interest and (b) none of Buyer or any of their Affiliates shall be deemed to be Affiliates of any member of the Company Group.

“Affiliate Arrangement” has the meaning set forth in Section 3.14(a).

“Affinity” has the meaning set forth in the Preamble.

“Affinity Purchased Interests” means the Purchased Interests from Affinity.

“Agreement” means this Membership Interest Purchase Agreement, including the Seller Disclosure Schedule and the Company Disclosure Schedule and any Annexes, Exhibits and Schedules hereto, as such may hereunder be amended or restated from time to time in accordance with Section 9.1 of this Agreement.

“AI Technology” means any computer model or system that uses one or more algorithms to analyze input data, learn from that data, and make decisions or predictions or generate output based on that learning. AI Technologies include neural networks, machine learning models, deep learning models, large language models, generative artificial intelligence systems, computer vision systems, natural language processing systems.

“Allocable Portion” means, with respect to each Trust Seller, the percentage set forth opposite such Trust Seller’s name on Annex B attached hereto under the heading “Allocable Portion”.

“Ancillary Agreements” means the Escrow Agreement and the other agreements and certificates to be entered into or delivered in connection with this Agreement.

“Annual Earnout Payment” has the meaning set forth in Section 1.5(b).

“Anti-Corruption Laws” means Applicable Laws relating to anti-bribery or anti-corruption including, but not limited to, the FCPA and the UK Bribery Act 2010.

“Anti-Money Laundering Laws” means Applicable Laws related to money laundering, including the Currency and Foreign Transaction Reporting Act of 1970 (also known as the Bank Secrecy Act), as amended, the USA PATRIOT ACT of 2001, as amended, the Money Laundering Control Act of 1986, the UK Proceeds of Crime Act 2002, the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 (as updated) and any other Applicable Law related to money laundering of any jurisdictions in which the applicable Person conducts business, including any anti-racketeering laws involving money laundering or bribery as a racketeering act.

“Applicable Law” means, with respect to any Person, any Law applicable to such Person or any of its respective Affiliates, or any of their respective directors, officers, employees, or agents in their capacity as such with respect to such Person or Affiliate, or any of their respective assets, properties, or businesses.

“Applicable Rate” means a rate per calendar quarter equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate) plus 200 basis points.

“Assignment Agreement” has the meaning set forth in Section 1.3(b)(i).

“Base Closing Consideration Amount” means $6,720,000.

“Benefit Plan Client” means any Person, including a Client, subject to Title I of ERISA, Section 4975 of the Code or any Similar Law to which any member of the Company Group has provided services.

“Business” means the business and operations as a field marketing organization, financial wholesaler, or national marketing organization and/or business and operations related to integrated retirement, investment and estate-planning solutions through insurance distribution, registered investment advisory and legal services.

“Business Data” means all Trade Secrets, Personal Information, or other Data related to, developed for, used in, necessary for, or otherwise material to or Processed in connection with the business of the Company Group (including of third parties to which any member of the Company Group, any Seller or any of their respective Affiliates owes a duty of confidentiality) or otherwise included in the Company Intellectual Property.

“Business Day” means a day other than a Saturday, Sunday, or other day on which commercial banks in New York, New York are authorized or required by Law to close.

“Buyer” has the meaning set forth in the preamble to this Agreement and includes any successor or permitted assign.

“Buyer Certificate of Incorporation” means the Certificate of Incorporation of Buyer, dated May 27, 2026, as amended, restated, or otherwise modified from time to time.

“Buyer Common Stock” means the Common Stock of Buyer, par value $0.01 per share, authorized pursuant to the Buyer’s Certificate of Incorporation.

“Buyer Fundamental Representations” means Section 4.1 (Organization), Section 4.2 (Authority; Validity of Agreements) and Section 4.7 (Brokers and Finders).

“Buyer Indemnified Parties” has the meaning set forth in Section 8.2.

“Buyer Stock Consideration” means the number of shares Buyer Common Stock, which shall equal, in the aggregate amongst both Trust Sellers, fifteen percent (15)% of the issued and outstanding shares of Buyer Common Stock immediately following the Closing (for an aggregate deemed value of $1,440,000) and shall be subject to the provisions set forth in the Stockholders’ Agreement.

“Carrier Condition” has the meaning set forth in Section 1.5(b).

“Cash” means all cash and cash equivalents held by the Company Group minus the amount of any outstanding and uncleared checks, drafts and transfers issued by or on behalf of the Company Group, bank overdrafts, cash in reserve accounts or cash escrow accounts, custodial cash, security deposits, cash supporting obligations under letters of credit and cash otherwise subject to any legal or contractual restriction, limitation or Tax on the ability to freely transfer or use such cash for any lawful purpose, in each case, determined on a consolidated basis in accordance with GAAP, but in all cases excluding any cash or cash equivalents used to pay or retire any Indebtedness or Transaction Expenses on the Closing Date prior to the Closing.

“Claim” has the meaning set forth in Section 8.3(a).

“Claim Notice” has the meaning set forth in Section 8.3(a).

“Client” means any Person to which any member of the Company Group provides investment management or investment advisory services, including any sub-advisory services, pursuant to any Investment Advisory Contract or any other applicable Contract with such Person. For purposes of obtaining Consents and any representation, warranty, covenant, or condition contained in this Agreement related thereto, “Client” shall be deemed to include investors in Clients and any other Persons whose Consent may be required by the terms of any applicable Contract with a Client.

“Client Consent” has the meaning set forth in Section 5.4.

“Client Dispute” means any written dispute between any member of the Company Group, on the one hand, and any Client, on the other hand.

“Closing” has the meaning set forth in Section 1.2.

“Closing Cash Consideration” means an amount equal to the Base Closing Consideration Amount plus (b) the Net Working Capital Adjustment Amount (which adjustment amount may be a positive or negative amount), minus (c) the aggregate amount of Indebtedness of the Company Group as of immediately prior to the Closing, minus (d) the Transaction Expenses, plus (e) the Cash of the Company Group as of the Closing.

“Closing Date” has the meaning set forth in Section 1.2.

“Closing Statement” has the meaning set forth in Section 1.4(b).

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

“Companies” has the meaning set forth in the preamble to this Agreement.

“Company Disclosure Schedule” has the meaning set forth in Article III.

“Company Group” means the Companies and their Controlled Affiliates.

“Company Insurance Policies” has the meaning set forth in Section 3.22.

“Company Intellectual Property” has the meaning set forth in Section 3.21(a).

“Company Interest” has the meaning set forth in Section 3.2(b).

“Company Material Adverse Effect” means an event, change, circumstance, occurrence, fact, development effect, or other matter, either individually or in the aggregate with all other changes, circumstances, occurrences, facts, developments, effects or other matters, with or without notice, lapse of time or both, that (x) has been or would reasonably be expected to be materially adverse to the business, assets, properties, condition (financial or otherwise) or results of operations or prospects of the Company Group, taken as a whole, or (y) does or would reasonably be expected to prevent or materially delay the ability of the Sellers to consummate the transactions contemplated by this Agreement; provided that none of the following shall constitute a “Company Material Adverse Effect” for purposes of clause (x): (a) events, changes, circumstances, occurrences, facts, developments or effects that are the result of factors generally affecting the industries or jurisdictions in which the members of the Company Group operate or participate; (b) changes in general economic conditions affecting the national, regional or world economy; (c) any national or international political conditions in or affecting any jurisdiction in which the members of the Company Group conduct business; (d) any embargo, riot, earthquake, hurricane, tsunami, tornado, flood, mudslide, wild fire, other weather-related or meteorological event, pandemic, epidemic, disease outbreak or other natural disaster or act of god; (e) the engagement by the United States in hostilities or the escalation thereof, whether or not pursuant to the declaration of a national emergency or war, or the occurrence or the escalation of any military or terrorist attack upon the United States, or any United States territories, possessions or diplomatic or consular offices or upon any United States military installation, equipment or personnel; (f) changes in GAAP or in Applicable Law or in interpretations thereof by courts or other Governmental Authorities, in each case, after the date of this Agreement; (g) any adverse event, change, circumstance, occurrence, fact, development or effect caused by any announcement, pendency or consummation of the transactions contemplated by this Agreement (except this clause (g) shall not apply with respect to any representation or warranty that is intended to address the consequences of the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated by this Agreement); (h) any failure of the members of the Company Group to meet any forecasts or revenue, earnings, or fundraising or other projections (provided that the underlying cause of the member’s failure to meet such forecasts or revenue, earnings, or other projections shall be taken into account to the extent not otherwise excluded under this Agreement); or (i) actions taken or omitted at the written request of Buyer or any action expressly required by this Agreement; provided that, with respect to clause (a), clause (b), clause (c), clause (d), clause (e) or clause (f) above, such events, changes, circumstances, occurrences, facts, developments or effects may be taken into account to the extent they disproportionately adversely affect the Company Group, taken as a whole, relative to other businesses in the industries in which the members of the Company Group operate or participate.

“Competing Business” means the business of any Person which competes with a material strategy, or business line of the of the Company Group’s Business.

“Confidential Information” means all information (whether or not specifically identified as confidential), in any form or medium, that is disclosed to, or developed or learned by, any of the Company Group or any of their respective employees, consultants or advisors, as the case may be, that relates to the Business, products, operations, financial condition, services, research or development of any member of the Company Group or its customers, vendors, suppliers, processors, independent contractors or other business relations, including: (a) internal business information (including information relating to strategic plans and practices, business, accounting, financial or marketing plans, practices or programs, training practices and programs, salaries, bonuses, incentive plans and other compensation and benefits information and accounting and business methods); (b) identities of, individual requirements of, specific contractual arrangements with, and information about, the Company Group, its customers and its confidential information; (c) industry research compiled by, or on behalf of Company, including identities of potential target companies, management teams, and transaction sources identified by, or on behalf of, any member of the Company Group; (d) compilations of data and analyses, processes, methods, track and performance records, data and databases (and all Data relating thereto); (e) Personal Information; and (f) information related to Company Intellectual Property and updates of any of the foregoing; provided, however, that “Confidential Information” shall not include any information that (i) is or becomes generally available to the public other than as a result of any Seller act or omission or (ii) becomes available to any Seller on a non-confidential basis from a source other than the Company Group, provided that such source is not known by such Seller to be bound by a confidentiality agreement with, or other contractual, legal or fiduciary obligation of confidentiality to, a member of the Company Group or any other Party with respect to such information.

“Confidentiality Agreement” means the Confidentiality and Non-Disclosure Agreement, dated October 14, 2025, between Generational Equity, LLC and/or Generational Capital Markets, Inc. and Nu Ride Inc., as amended, supplemented, waived or otherwise modified.

“Consent” means any consent, approval, authorization, waiver, permit, license, grant, agreement, exemption or order of, or registration, declaration or filing with, any Person, including any Governmental Authority, that is required to be made or obtained in connection with (a) the execution and delivery by any member of the Company Group, any Seller, the Sellers or Buyer of this Agreement or any Ancillary Agreement or (b) the consummation of the Transactions.

“Contract” means any written or oral loan agreement, indenture, letter of credit (including related letter of credit application and reimbursement obligation), mortgage, security agreement, pledge agreement, deed of trust, bond, note, guarantee, surety obligation, warranty, license, franchise, permit, power of attorney, purchase or sales order, lease or other agreement, contract, instrument, obligation, offer, undertaking, commitment, arrangement or understanding, in each case as amended, supplemented, waived or otherwise modified, in each case, to which the applicable Person is a party or by which the applicable Person or any of its properties or assets is bound.

“Control” or “Controlled” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, as trustee or executor, or otherwise. For purposes of this definition, a general partner or managing member of a Person shall always be considered to Control such Person.

“Controlled Affiliate”, in respect of a Person, means an Affiliate that is Controlled by such Person.

“Counsel” has the meaning set forth in Section 9.12(a).

“Covered Employee” means any consultant or employee of the Company Group that provides services to the business conducted by the Company Group or its successors and assigns as of the Closing.

“Covered Party” has the meaning set forth in Section 5.13(a).

“Customs & Trade Laws” means all applicable export, import, customs and trade, and anti-boycott laws or regulations administered, enacted or enforced by any Governmental Authority, including: (a) the laws, regulations, and programs administered or enforced by U.S. Customs and Border Protection, U.S. Immigration and Customs Enforcement, the U.S. International Trade Commission, the U.S. Department of Commerce, and the U.S. Department of State; (b) the U.S. Tariff Act of 1930; (c) the U.S. Export Control Reform Act of 2018 and the Export Administration Regulations, including related restrictions with regard to persons or entities on the U.S. Department of Commerce’s Denied Persons List, Unverified List, Military End Users List or Entity List; (d) the U.S. Arms Export Control Act and the International Traffic in Arms Regulations, including related restrictions with regard to persons or entities on the U.S. Department of State’s Debarred List; (e) the U.S. Foreign Trade Regulations; (f) the anti-boycott laws and regulations administered by the U.S. Department of Commerce and the U.S. Department of the Treasury; (g) the EU Dual Use Regulation (Regulation (EC) No. 428/2009); (h) the UK Export Control Act 2002, Export Control Order 2008 and any retained EU Applicable Laws; and (i) all other Applicable Laws, regulations or programs.

“Data Laws and Requirements” means the following, in each case, to the extent relating to Personal Information or otherwise relating to privacy or security, or security breach notification requirements, and applicable to the business of, or any member of, the Company Group: (a) all Privacy Laws, (b) any Company Group members’ own data protection and privacy policies, notices, and principles, (c) requests from data subjects for access to data held by any Company Group member, (d) Contracts or agreements any Company Group member has entered into or by which it is bound, and (e) industry or self-regulatory standards to which any Company Group members is bound (including the Payment Card Industry Data Security Standard, if applicable) or with which any Company Group member holds itself out to any Person as being compliant.

“Delaware Entity” has the meaning set forth in Section 3.9.

“Dispute Notice” has the meaning set forth in Section 1.4(b).

“Disputed Item” has the meaning set forth in Section 1.4(b).

“Earnout Dispute Notice” has the meaning set forth in Section 1.5(c)(ii).

“Earnout Dispute Period” has the meaning set forth in Section 1.5(c)(ii).

“Earnout Disputed Items” has the meaning set forth in Section 1.5(c)(ii).

“Earnout Payment” has the meaning set forth in Section 1.5(a).

“Earnout Period” has the meaning set forth in Section 1.5(a).

“Earnout Statement” has the meaning set forth in Section 1.5(c)(i).

“Earnout Year” has the meaning set forth in Section 1.5(a).

“Engagement” has the meaning set forth in Section 9.12(a).

“Equity Rights” has the meaning set forth in Section 3.2(c).

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“ERISA Affiliate” means any Person that, together with any member of the Company Group, is or was, at a relevant time, treated as a single employer under Section 414 of the Code.

“Escrow Account” means the account established pursuant to the Escrow Agreement to hold the Escrow Amount.

“Escrow Agent” means J.P. Morgan Chase (or if J.P. Morgan Chase is not available, another bank).

“Escrow Agreement” means a customary escrow agreement by and among Buyer, the Sellers, and the Escrow Agent, on the form provided by the Escrow Agent.

“Escrow Amount” means $100,000.

“ESG” has the meaning set forth in Section 3.26(a).

“Estimated Cash” has the meaning set forth in Section 1.4(a).

“Estimated Closing Balance Sheet” has the meaning set forth in Section 1.4(a).

“Estimated Closing Cash Consideration” means an amount equal to (a) the Base Closing Consideration Amount plus (b) the Estimated Net Working Capital Adjustment Amount (which adjustment amount may be a positive or negative amount), minus (c) the Estimated Indebtedness, minus (d) the Estimated Transaction Expenses, plus (e) the Estimated Cash.

“Estimated Closing Statement” has the meaning set forth in Section 1.4(a).

“Estimated Indebtedness” has the meaning set forth in Section 1.4(a).

“Estimated Net Working Capital Adjustment Amount” has the meaning set forth in Section 1.4(a).

“Estimated Transaction Expenses” has the meaning set forth in Section 1.4(a).

“Excess Amount” has the meaning set forth in Section 1.4(f).

“Filings” has the meaning set forth in Section 3.15(g).

“Final Closing Balance Sheet” has the meaning set forth in Section 1.4(b).

“Final Closing Cash Consideration” has the meaning set forth in Section 1.4(e).

“GAAP” means United States generally accepted accounting principles, consistently applied.

“Government Official” means any: (a) officer or employee of a government, including any Governmental Authority, or any person acting in an official capacity for or on behalf of any Governmental Authority; or (b) officer or employee of a government-owned or government-controlled entity of any kind, including a government-owned or government-controlled business enterprise.

“Governmental Authority” means any nation, state, territory, province, county, city or other unit or subdivision thereof or any entity, authority, agency, department, board, commission, instrumentality, arbitrator, or arbitral body (public or private), court or other judicial body authorized on behalf of any of the foregoing to exercise legislative, judicial, regulatory, or administrative functions of or pertaining to government, and any Self-Regulatory Organization.

“Indebtedness” means, with respect to a party, without duplication: (a) all indebtedness for borrowed money or indebtedness issued or incurred in substitution or exchange for indebtedness for borrowed money; (b) all indebtedness evidenced by any note, bond, debenture, mortgage or other debt instrument or debt security; (c) all indebtedness for borrowed money of any Person for which such party has guaranteed payment; (d) all capitalized Lease obligations or obligations required to be capitalized in accordance with GAAP; any Liabilities in respect of earnouts or deferred purchase price for assets, securities, property or services with respect to which such Person is liable, contingently or otherwise, as obligor or otherwise for additional purchase price; (e) reimbursement obligations under any drawn letters of credit, or any surety or performance bonds; (f) any unpaid bonuses, commissions or similar compensatory obligations, severance obligations or unfunded or underfunded Liabilities in respects of any pension (whether defined benefit or defined contribution), retirement, deferred compensation, gratuity, termination indemnity or retiree or post-termination health and welfare Liabilities and all Liabilities under any similar plans, programs, agreements, arrangement or Contracts (in each case, whether or not accrued), together with employer portion of any applicable FICA, state, local or foreign withholding, payroll, social security, Medicare or similar Taxes therefrom (computed as though all such amounts were payable as of Closing); (g) obligations under derivative financial instruments, including hedges, currency and interest rate swaps and other similar instruments; (h) all unpaid Taxes of the Company Group for all Pre-Closing Tax Periods (including any non-resident Taxes and any pass-through entity Taxes), which (A) shall not be an amount less than zero in any jurisdiction or with respect to any type of Tax, and (B) shall not include any offsets or reductions with respect to Tax refunds or overpayments of Tax, (i) deferred revenue; (j) all long term deferred rent liabilities; (k) accrued amounts payable to, payments on behalf of, or reimbursements payable to, an Affiliate; (l) any amounts due and unpaid pursuant to the settlement of any Proceeding; (m) any declared but unpaid dividends, (n) all obligations of the type referred to in clauses (a) through (m), the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise, and (o) for clauses (a) through (m), any accrued interest, termination fees, prepayment penalties, change of control payments, “breakage” costs, make-whole payments or similar payments and penalties, charges, expenses and fees or equivalents thereof with respect to any of the amounts in clauses (a) through (m).

“Indemnified Party” has the meaning set forth in Section 8.2.

“Indemnifying Party” has the meaning set forth in Section 8.2(c).

“Independent Accounting Firm” means any internationally recognized independent public accounting firm mutually agreed upon by the Sellers and Buyer (such agreement not to be unreasonably withheld).

“Intellectual Property” means, any and all of the following together with all right, title and interest therein and thereto: (a) patents and patent applications, and reissues, reexaminations, continuations, divisions, continuations-in-part, extensions, revisions and counterparts thereof in any jurisdiction; (b) registered and unregistered trademarks and service marks, brand names, trade names, trade dress, logos, slogans, domain names, social media accounts and identifiers and other indicia of source, and all goodwill associated with any of the foregoing, and all applications and registrations therefor; (c) copyrights (whether registered or unregistered) and all copyright registrations and applications for registration of copyrights, all works of authorship (whether or not copyrightable), database rights and moral rights; (d) software (whether in source code, object code, or other form), (e) data, databases, compilations of data, data repositories and data lakes, together with rights under Contracts relating thereto (collectively, “Data”), data classifications and data analysis, enrichment, measurement and management tools; (f) know-how, trade secrets, and other confidential or proprietary information, including non-public designs, technologies, processes, techniques, protocols, methods, methodologies, formulae, formulations, algorithms, layouts, inventions (whether patentable or unpatentable and whether or not reduced to practice), specifications, discoveries, compositions, architectures, drawings, plans, ideas, research and development, customer and supplier lists, pricing and cost information, track or performance records, financial or asset-allocation or other models, and business and marketing plans and proposals (collectively, “Trade Secrets”); (g) privacy and publicity rights; (h) any other rights that are equivalent or similar to any of the foregoing; and (i) all rights with respect to causes of action, judgements, settlements, claims and demands related thereto, and rights to prosecute and recover damages for any past, present or future infringements, dilutions, misappropriation and other violations thereof.

“Investment Adviser” has the meaning set forth in Section 3.15(d).

“Investment Advisers Act” means the Investment Advisers Act of 1940, as amended, and the rules and regulations promulgated thereunder by the SEC.

“Investment Advisory Contract” means an investment advisory, investment sub-advisory, investment management, or similar Contract under which any member of the Company Group provides Investment Management Services to any Person.

“Investment Company Act” means the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder by the SEC.

“Investment Management Services” means any services rendered which involve (a) the management of an investment account or fund (or portions thereof or a group of investment accounts or funds), (b) the giving of advice with respect to the investment and/or reinvestment of assets or funds (or any group of assets or funds), or (c) otherwise acting as an “investment adviser” within the meaning of Applicable Law, and activities related or incidental thereto.

“IRS” has the meaning set forth in Section 3.18(a).

“Key Person Employment Agreement” has the meaning set forth in the recitals.

“Knowledge of the Companies” means those facts actually known by each of Robert Hall, Josh Postlewaite and Beth Hall and such knowledge such Persons would have after reasonable inquiry of the relevant employee or other service provider who would reasonably be expected to have knowledge of the applicable subject matter.

“Knowledge of the Sellers” means those facts actually known by any Seller.

“Law” means any domestic or foreign federal, state, or local statute, law (whether statutory or common), act, statute, ordinance, rule, administrative code, administrative interpretation, regulation, order, consent, writ, injunction, ruling, award, directive, judgment, decree, policy, ordinance, decision, guideline, or other requirement of, or agreement with, a Governmental Authority.

“Lease” means any of the real estate or other material personal property leases or subleases, or a sublease of an interest thereunder (including any oral/non-written arrangements allowing for the use of real property), of any of member of the Company Group, together with all amendments, modifications, alterations, and renewals thereof.

“Liability” means any and all debts, liabilities and obligations, whether accrued or fixed, known or unknown, absolute or contingent, matured or unmatured or determined or determinable.

“Lien” means, whether arising under any Contract or otherwise, any debts, claims, security interests, liens, licenses, encumbrances, pledges, mortgages, retention agreements, hypothecations, rights of others, assessments, restrictions, voting trust agreements, options, rights of first offer, proxies, title defects, and charges or other restrictions or limitations of any nature whatsoever.

“Lookback Date” means January 1, 2023.

“Losses” means any and all losses (including the right to seek recovery for any diminution of value of the Business), liabilities, Taxes, claims, penalties, damages, costs, fines, expenses, judgments and settlements (including interest and penalties with respect thereto and all reasonable out-of-pocket expenses and attorneys’ and accountants’ fees and expenses incurred in the investigation or defense of any of the same or in asserting, preserving or enforcing any of the respective rights in connection with or under this Agreement) whether or not resulting from a claim by a third Party, provided that no Party shall be liable to any other Person for any Losses pursuant to Article VIII to the extent such Losses constitute any special, exemplary or punitive damages unless awarded to a third Party.

“Malicious Code” means any (i) “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” “ransomware,” or “worm” (as such terms are commonly understood in the software industry), or (ii) other code designed or intended to have, or capable of performing, any of the following functions: (a) disrupting, disabling, harming, interfering with or otherwise impeding in any manner the operation of, or providing unauthorized access to, a System on which such code is stored or installed; or (b) damaging or destroying any Data or file without the user’s consent.

“Material Contract” means any Contract to which any member of the Company Group is a Party or otherwise bound of the type listed below:

(a)  Investment Advisory Contracts and any other Contract with any Client;

(b)  Leases;

(c)  any collective bargaining agreement or other Contract with any labor union, labor organization, or works council (each a “CBA”);

(d)  any Contract that is a settlement, conciliation, or similar agreement with any Governmental Authority or pursuant to which any member of the Company Group will have any outstanding monetary obligation or any other material outstanding obligation after the date of this Agreement;

(e)  any employment, consulting, severance, agency, bonus, equity or equity-based, compensation, deferred compensation, trusts or funds Contract (i) relating to or for the benefit of current, future or former service providers, employees, officers, directors, sales representatives, distributors, dealers, agents, independent contractors or consultants (whether or not legally binding) or (ii) that provide for any change in control, transaction, sale, retention or similar compensation or benefits or any severance benefits;

(f)  Contracts relating to any Indebtedness;

(g)  any joint venture, strategic partnership, exclusive distribution, limited liability company, co-marketing or similar Contract involving a sharing of profits or payments based on revenues, profits, or assets under management;

(h)  stock purchase agreements, asset purchase agreements and other acquisition or divestiture agreements (including all exhibits, schedules, and annexes thereto) that are material to the Business;

(i)  Contracts that involve the annual payment of more than $10,000 in any year or more than $35,000 in the aggregate that cannot be terminated by any member of the Company Group on less than 90 days’ notice, or that require a material payment or other material economic penalty or cost upon termination;

(j)  Contracts pursuant to which a member of the Company Group shares management rights with, or has granted to or is subject to consent, veto, or similar rights of, a third party;

(k)  Contracts between two or more members of the Company Group for the sharing of costs or expenses or the provision of services;

(l)  Contracts (A) relating to the licensing or granting of any rights or covenants with respect to any Intellectual Property (whether granted to or by the Company Group), other than non-exclusive licenses granted to the Company Group in the ordinary course of business for generally available commercial, unmodified, “off the shelf” software used solely for the Company Group’s own internal use for an aggregate fee, royalty or other consideration for any such software or group of related software licenses of no more than $100,000 (“Software Licenses”), (B) relating to the acquisition, divestiture, or development of Intellectual Property (other than employee invention assignment agreements executed on the Company Group’s standard form of agreement, which agreements, together with the Software Licenses, shall be deemed to be Material Contracts), (C) affecting the Company Group’s ability to use, enforce, or disclose any Company Intellectual Property or otherwise arising out of any Intellectual Property-related dispute (which shall include concurrent use agreements, settlement agreements and consent to use agreements);

(m)  Contracts with an insurance carrier or an insurance producer (known by whatever name including “field marketing organization contract” or “national marketing organization contract”) authorizing a member of the Company Group to offer or sell insurance products on behalf of such carrier or producer, including the Subject Contract;

(n)  Contracts with any sales agent, representative, independent contractor or similar non-employee third person who is authorized to offer or place insurance products or services on behalf of a member of the Company Group (each, a “Producer Contract”); or

(o)  any other Contracts not covered in (a) through (n) above that is material to the Business as currently conducted.

“Maximum Earnout Payment Amount” has the meaning set forth in Section 1.5(a).

“Net Working Capital” means the excess of (a) the total consolidated current assets of the Company Group (excluding Cash, unrestricted Cash, deferred Tax assets and income Tax assets) minus (b) the total consolidated current liabilities of the Company Group (excluding deferred Tax liabilities and income Tax liabilities), in each case, using the same account categories included in Exhibit B – Example Calculation of Net Working Capital.

“Net Working Capital Adjustment Amount” means an amount (which may be positive or negative) equal to (a) Net Working Capital as of the Adjustment Time, as reflected on the Estimated Closing Balance Sheet, minus (b) the Net Working Capital Target Amount.

“Net Working Capital Target Amount” means $279,000.

“Nu Ride Class A Common Stock” means the Class A Common Stock of Nu Ride Inc., authorized pursuant to the Nu Ride Inc. Third Amended and Restated Certificate of Incorporation.

“Nu Ride Class A Common Stock Consideration” means the portion of the purchase price payable in Nu Ride Class A Common Stock, which shall comprise, in the aggregate amongst both Trust Sellers, 80,000 shares of Nu Ride Class A Common Stock, issued at a deemed price of $1.60 per share and shall be subject to the provisions set forth in Annex C.

“Organizational Documents” means, with respect to any Person that is a corporation, its articles or certificate of incorporation or memorandum and articles of association, as the case may be, and its bylaws; with respect to any Person that is a limited partnership, its certificate of limited partnership and its limited partnership agreement; with respect to any Person that is a limited liability company, its certificate of formation and its limited liability company operating agreement; with respect to any Person that is a trust or other entity, its declaration or agreement of trust or its constituent document; and with respect to any other Person, its comparable organizational documents.

“Owned Intellectual Property” means all Intellectual Property owned or purported to be owned by any member of the Company Group.

“Partnership Tax Audit Rules” means Code Sections 6221 through 6241, together with any guidance issued thereunder or successor provisions and any similar provision of state or local tax laws.

“Party” has the meaning set forth in the preamble to this Agreement.

“Pass-Through Income Tax Return” means any U.S. federal, state or local Tax Return filed by or with respect to an entity treated as a pass-through entity for purposes of such Tax Return for which the items of income and loss or results of operations reflected on such Tax Returns are reflected on the Tax Returns of such entity’s partner(s), member(s), or other direct or indirect owner(s) for Tax purposes, including any IRS Forms 1065 (and any similar state or local Tax Returns), Schedule K-1s or other such equivalent statements.

“Past Client” means, as of the Closing, any Person who is neither a Present Client nor a Potential Client and that was, during the twelve (12) months immediately preceding the Closing Date, a recipient of Investment Management Services from the Company Group and with whom the applicable Seller had contact during the course of such Seller’s employment or consulting relationship with the Company Group, regarding its Investment Advisory Contract.

“Payoff Letters” has the meaning set forth in Section 1.3(b)(xiv).

“PCWR” means a “person connected with Russia”, as defined in Regulation 19A(2) of the UK Russia (Sanctions) (EU Exit) Regulations 2019 (as amended), which, at the date of this Agreement, includes:

(a)  an individual who is, or an association or combination of individuals who are, ordinarily resident in Russia;

(b)  an individual who is, or an association or combination of individuals who are, located in Russia;

(c)  a person, other than an individual, which is incorporated or constituted under the law of Russia; or

(d)  a person, other than an individual, which is domiciled in Russia.

“Performance Record” means the investment performance record of the Company Group.

“Permits” has the meaning set forth in Section 3.15(b).

“Permitted Activities” has the meaning set forth in Section 5.12(f).

“Permitted Liens” means all Liens that are:

(a)  for property Taxes which have been incurred in the ordinary course of business and are not yet due and payable as of the Closing Date;

(b)  Liens or pledges to secure payments of workmen’s compensation and other payments, unemployment and other insurance, old-age pensions or other social security obligations, or the performance of bids, tenders, leases, contracts, public or statutory obligations, surety, stay or appeal bonds, or other similar obligations arising in the ordinary course of business;

(c)  materialmen’s, workmen’s, repairmen’s, warehousemen’s, vendors’, mechanics’ or carriers’ Liens or other similar Liens arising in the ordinary course of business and securing sums that are not yet due and payable and which shall be paid in full and released at Closing, or deposits or pledges to obtain the release of any such Liens;

(d)  statutory landlords’ Liens and landlord’s Liens under Leases to which any of member of the Company Group is a party; and

(e)  zoning restrictions, easements, rights of way, licenses, and restrictions on the use of real property or minor irregularities in title thereto, that do not materially impair the use of such property in the normal operation of the Business or the value of such property for the purpose of such Business.

“Person” means any natural person or any firm, partnership, limited liability partnership, association, corporation, limited liability company, joint venture, trust, business trust, sole proprietorship, or other business entity or any division thereof.

“Personal Information” means (a) any information that relates to, identifies, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular household or identified or identifiable or other natural person; and (b) any information that constitutes “personal information” or “personal data” or other similar terms under applicable Law. An identifiable natural person is one who, inter alia, can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person.

“Plan” means each (a) “employee benefit plan” (as such term is defined in Section 3(3) of ERISA, whether or not subject to ERISA) and (b) each other compensation or benefit plan, program, policy, agreement, arrangement or Contract, including any employment, individual consulting, bonus, commission, deferred compensation, sale, transaction, bonus, incentive compensation, stock purchase, stock option, restricted stock unit, phantom stock, stock appreciation right or other equity or equity-based incentive, phantom equity, severance, change-in-control, termination pay, separation, retention, stay, welfare, post-termination or retiree welfare, hospitalization or other medical, disability, life or other insurance, supplemental unemployment benefits, vacation, paid time off, profit-sharing, pension, retirement or other fringe plan, program, policy, agreement, arrangement or Contract, in each case, (i) that is sponsored, maintained, contributed to or required to be contributed to by any member of the Company Group for the benefit of any current or former employee or individual service provider of the Business, (ii) that is sponsored, maintained, contributed to or required to be contributed to by any member of the Company Group, or (iii) under or with respect to which any member of the Company Group has or could reasonably be expected to have any Liability (including on account of an ERISA Affiliate).

“Plan Assets” means “plan assets” within the meaning of the U.S. Department of Labor regulations located at 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA.

“Policies” has the meaning set forth in Section 3.15(i).

“Potential Client” means, as of the Closing Date, any Person (i) with whom the Company Group has engaged in substantive discussions regarding the provision of Investment Management Services at any point during the 12 months immediately preceding the Closing Date (but who has not become a recipient of such Investment Management Services) or (ii) introduced to the applicable Seller, or with whom the applicable Seller has had contact during the course of his employment or consulting relationship with the Company Group, regarding the provision of Investment Management Services.

“Pre-Closing Tax Period” means any taxable period ending on or before the Closing Date and, with respect to any Straddle Period, the portion of such Straddle Period through the end of the Closing Date.

“Present Client” means, as of the Closing Date, any Person who is a recipient of Investment Management Services from the Company Group pursuant to an Investment Advisory Contract.

“Privacy Laws” has the meaning set forth in Section 3.25.

“Privileged Communications” has the meaning set forth in Section 9.12(b).

“Proceeding” means any action, cause of action, claim, demand, suit, charge, complaint, litigation, audit, arbitration, review, examination. inquiry, proceeding or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, whether or not by or before any court, tribunal, arbitrator or other Governmental Authority.

“Process” (or “Processing” or “Processed”) means access, collection, use, processing, storage, sharing, sale, distribution, transfer, disclosure, sorting, treatment, compromise, modification, manipulation, transmit, performance of operations on, enhancement, aggregation, destruction, theft, loss, privacy, security, or disposal of or to, any Data or information or Systems.

“Producer Contract” has the meaning set forth in the definition of “Material Contract.”

“PTCE” has the meaning set forth in Section 3.17(d).

“Purchased Interests” has the meaning set forth in the recitals.

“Registered Intellectual Property” has the meaning set forth in Section 3.21(a).

“Related Party” means, with respect to any natural person: (a) the parents of such Person; (b) the spouse or domestic partner of such Person; (c) the spouse of such Person’s children; (d) the lineal descendants of such Person’s parents, spouse or domestic partner, including any adoptive relationships, (e) estates, trusts, partnerships and other entities of which any portion of the legal or beneficial interests are held directly or indirectly by the foregoing and (f) any Affiliates of any of the Persons described in clauses (a)-(e).

“Representatives” means, with regard to any specified Person, such Person’s directors, officers, employees, partners, members, Affiliates, financial advisors, attorneys, accountants, consultants, agents and representatives.

“Resolution Date” has the meaning set forth in Section 1.4(e).

“Resolution Period” has the meaning set forth in Section 1.4(b).

“Restricted Person” means any person or entity identified on the U.S. Department of the Treasury Office of Foreign Assets Control (“OFAC”)’s Specially Designated Nationals and Blocked Persons List, Sectoral Sanctions Identifications List, or Chinese Military Industrial Complex Companies List, the U.S. Department of Commerce Bureau of Industry and Security (“BIS”)’s Denied Persons List, Unverified List, Military End Users List, or Entity List or the U.S. Department of State’s Debarred List or Nonproliferation Sanctions List.

“Restriction Period” means the period commencing on the Closing Date and continuing for five (5) years following the Closing Date.

“Review Period” has the meaning set forth in Section 1.4(b).

“Sanctioned Country” means, at any time, a country or territory which is itself the subject or target of any country-wide or territory-wide Sanctions (at the time of this Agreement), Cuba, Iran, North Korea Syria, the Crimea, so-called People’s Republic of Donetsk and so-called People’s Republic Luhansk regions of Ukraine, Venezuela and, as applicable within the previous five years, Sudan.

“Sanctioned Person” means any Person that is the target of any Sanctions or subject to any Customs or Trade Laws restrictions, including (a) any Restricted Person or person listed on any Sanctions- or export-restricted party list maintained by a Governmental Authority of the United States (including OFAC, BIS, and the U.S. Department of State), Canada, the United Kingdom (including the Foreign, Commonwealth & Development Office and HM Treasury, including the Office of Financial Sanctions Implementation), the United Nations Security Council, the European Union, any European Union Member State, or any other relevant jurisdiction; (b) organized, resident or located in a Sanctioned Country; (c) in the aggregate, 50% or more owned, directly or indirectly, or otherwise controlled by a Person or Persons described in clause (a) or (b); or (d) any national of a Sanctioned Country with whom U.S. Persons are prohibited from dealing.

“Sanctions” means all Laws and orders relating to economic, financial, or trade sanctions administered or enforced by the United States (including by the U.S. Department of Treasury’s Office of Foreign Assets Control and the U.S. Department of State), Canada, the United Kingdom (including the Foreign, Commonwealth & Development Office and HM Treasury, including the Office of Financial Sanctions Implementation), the United Nations Security Council, the European Union, any European Union Member State, or any other relevant Governmental Authority.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities” has the meaning set forth in Section 2.8(a).

“Securities Act” means the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Security Incident” means any actual or reasonably suspected (i) breach of security, successful phishing incident, ransomware or malware attack affecting any System, (ii) incident in which any Business Data Processed by or for any member of the Company Group or the thereof was or may have been Processed in an unauthorized manner or otherwise lost, compromised, or exfiltrated, or (iii) other cyber or security incident with respect to any Systems or Business Data.

“Self-Regulatory Organization” means, each national securities exchange in the United States and each other commission, board, agency or body, whether United States or foreign, that is charged with the supervision or regulation of brokers, dealers, commodity pool operators, commodity trading advisors, futures commission merchants, securities underwriting or trading, stock exchanges, commodities exchanges, insurance companies or agents, investment companies or investment advisers, or to the jurisdiction of which any member of the Company Group is subject.

“Seller” has the meaning set forth in the preamble to this Agreement.

“Seller 1” has the meaning set forth in the Preamble.

“Seller 2” has the meaning set forth in the Preamble.

“Seller Disclosure Schedule” has the meaning set forth in Article II.

“Seller Fundamental Representations” means each of the representations and warranties set forth in Section 2.1 (Organization), Section 2.2 (Authority; Validity of Agreements), Section 2.3 (Title to Purchased Interests), Section 2.7 (Brokers and Finders), Section 3.1 (Organization), Section 3.2 (Capital Structure; Subsidiaries), Section 3.3 (Authority; Validity of Agreements), Section 3.14 (Affiliate Arrangements) and Section 3.24 (Brokers and Finders).

“Seller Indemnified Parties” has the meaning set forth in Section 8.2.

“Seller Prepared Returns” has the meaning set forth in Section 5.10(e).

“Set-Off Notice” has the meaning set forth in Section 1.5(c)(vii).

“Stockholders’ Agreement” means the Stockholders’ Agreement of Buyer, dated as of the Closing Date, by and between Buyer and the Trust Sellers.

“Shortfall Amount” has the meaning set forth in Section 1.4(f).

“Similar Law” means any Applicable Laws that are substantially similar to Title I of ERISA or Section 4975 of the Code.

“State Adviser Laws” has the meaning set forth in Section 3.15(d).

“Straddle Period” means any taxable period that includes but does not end on the Closing Date.

“Subject Amount” has the meaning set forth in Schedule A.1.

“Subject Contract” has the meaning set forth in Schedule A.2.

“Subsidiary” of a Person means an Affiliate of such Person of which 50% or more of the voting stock (or of any general partnership or other voting or controlling equity interest in the case of a Person that is not a corporation) is beneficially owned by the Person directly or indirectly through one or more other Persons; provided that a “Client” shall not be deemed a Subsidiary of any of the Companies.

“Systems” means all software, computers, computer systems, servers, hardware, telecommunications and network equipment, firmware, middleware, websites, Data, networks, workstations, routers, hubs, switches, communication equipment and lines, telecommunications equipment and lines, co-location facilities and equipment, and all other information technology equipment and related items of automated, computerized or software systems, including any outsourced systems and processes and the data transmitted thereby or thereon, in each case owned, leased or licensed by any member of the Company Group, any Seller or any of their respective Affiliates, or otherwise used in or relied on in connection with the operation of the business of any member of the Company Group.

“Tail Policy” has the meaning set forth in Section 5.13(a).

“Tax” means: (a) any federal, state, local, foreign and other taxes, levies, fees, imports, duties and charges of whatever kind imposed by any taxing or similar authority (including any interest, penalties, or additions to the tax attributable to, imposed in connection therewith, or with respect thereto), including taxes imposed on, or measured by net or gross income, alternative minimum, accumulated earnings, personal holding company, franchise, doing business, unincorporated business, capital stock, net worth, assets, capital, profits, windfall profits, gross receipts, business, escheat or unclaimed property, securities transaction, value added, sales, use, excise, custom, transfer, registration, stamp, premium, real property, personal property, ad valorem, intangibles, rent, occupancy, license, occupational, employment, unemployment, social security (or similar), disability, workers’ compensation, payroll, withholding, estimated and recording, whether computed on a separate, consolidated, unitary, combined or other basis; (b) any liability for the payment of any amounts described in this definition as a result of being a member of an affiliated, consolidated, combined, unitary or similar group, as a result of transferor or successor liability, or as a result of the operation of Law; and (c) any liability for the payments of any amounts as a result of being a Party to any tax sharing agreement or as a result of any express or implied obligation to indemnify any other Person with respect to the payment of any amounts of the type described in clause (a) or (b).

“Tax Return” means any return, report, declaration, form, claim for refund or information statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Termination Date” has the meaning set forth in Section 7.1(a)(v).

“Texas Insurance Approval” means a filing of a Form FIN-531 with, and approval or non-objection of such filing by, the Texas Department of Insurance.

“Third Party Claim” has the meaning set forth in Section 8.3(b)(i).

“Third Party Notice” has the meaning set forth in Section 8.3(b)(i).

“Total Consideration” means an amount equal to the sum of the Closing Cash Consideration, the Nu Ride Class A Common Stock Consideration, the Buyer Stock Consideration and the Maximum Earnout Payment Amount.

“Train” means, with respect to any AI Technology, to train, fine-tune, test, or validate such AI Technology.

“Transaction Expenses” means (a) all out-of-pocket expenses (including all fees and expenses of counsel, accountants, investment bankers, including Generational Equity, experts and consultants to a Party and its Affiliates) incurred or subject to reimbursement by the Company Group and Sellers or on their behalf in connection with or related to the authorization, preparation, negotiation, execution and performance of this Agreement, the Ancillary Agreements and the Transactions, (b) any sale, change of control or transaction bonus, retention, stay, severance, deferred compensation, incentive or other similar compensatory payment or benefit payable or provided to any current or former employee or other individual service provider of the Company Group, in each case, in connection with the execution and delivery of this Agreement or the consummation of the Transactions (including in combination with any other event), together with the employer portion of any applicable FICA, state, local or foreign withholding, payroll, social security, Medicare or similar Taxes therefrom, (c) any Transfer Taxes, (d) fifty percent (50%) of the fees and expenses of the Escrow Agent and (e) all costs and expenses in connection with obtaining the Tail Policy.

“Transactions” means the transactions contemplated by this Agreement and the Ancillary Agreements.

“Transfer” has the meaning set forth in Section 1.5(c)(v).

“Transfer Tax Returns” has the meaning set forth in Section 5.10(b).

“Transfer Taxes” means all sales (including, without limitation, bulk sales), use, transfer, recording, privilege, documentary, registration, conveyance, excise, license, stamp, duties or similar Taxes and fees incurred in connection with or resulting from this Agreement and the transactions contemplated hereunder.

“Treasury Regulations” means the final and temporary federal income tax regulations promulgated under the Code, as the same may be amended hereafter from time to time.

“Unaudited Company Consolidated Balance Sheet” has the meaning set forth in Section 3.6(a).

“Wire Transfer” means a payment in immediately available funds by wire transfer in U.S. dollars.

Annex C

Lock-Up Provisions

(a) Sellers shall not effect any Trade, other than a Permitted Transfer, of any shares of Nu Ride Class A Common Stock constituting Nu Ride Class A Common Stock Consideration beneficially owned or otherwise held by the Sellers (the “Lock-Up Shares”) during the period beginning on the Closing Date and continuing to and including the date that is three years after the Closing Date (the “Lock-Up Period”); provided the Lock-Up Period shall expire and terminate in the event of the termination of Hall without “Cause” as defined in and pursuant to the Key Person Employment Agreement.

(b) During the Lock-Up Period, any purported Transfer of Lock-Up Shares by the Sellers other than in accordance with this Agreement shall be null and void, and Nu Ride Inc. shall refuse to recognize any such Transfer for any purpose.

(c) Notwithstanding anything to the contrary contained in this Agreement, during the Lock-Up Period, the Holders may make Permitted Transfers of any Lock-Up Shares. In connection with any Permitted Transfer of Lock-Up Shares, (i) the restrictions and obligations contained in this Annex C will continue to apply to such Lock-Up Shares after any Transfer of such Lock-Up Shares, and (ii) the transferee of such Lock-Up Shares shall have no rights under this Agreement, unless, for the avoidance of doubt, such transferee is a Permitted Transferee in accordance with this Agreement and complies with the following sentence. Any transferee of Lock-Up Shares that is a Permitted Transferee of the transferor shall be required, at the time of and as a condition to such Transfer, to become a party to this Agreement solely for purposes of this Annex C by executing and delivering a joinder, whereupon such transferee will be treated as a Party (with the same rights and obligations as the transferor as to the applicable Lock-Up Shares) for all purposes of Annex C of this Agreement.

(d) In order to enforce the foregoing covenant, Nu Ride Inc. shall place restrictive legends on the certificates or book-entry positions representing the applicable Lock-Up Shares subject to this Annex C and shall be entitled to impose stop transfer instructions with respect to such shares until the end of the applicable Lock-Up Period. Such legend shall be in substantially the following form, in addition to any other applicable legends:

“THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN ANNEX C OF THE MEMBERSHIP INTEREST PURCHASE AGREEMENT, DATED AS OF JUNE 2, 2026, BY AND AMONG THE ISSUER OF SUCH SECURITIES AND THE HOLDER OF THE NU RIDE CLASS A COMMON STOCK. A COPY OF SUCH AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

(e) Additional Definitions:

(i) “Family Member” with respect to any Person who is an individual, means (A) such Person’s spouse, former spouse, ancestors and descendants (whether natural or adopted), parents and their descendants and any spouse of the foregoing persons (collectively, “relatives”); (B) any trust, family partnership or estate- or tax-planning vehicle the sole economic beneficiaries of which are such Person or such Person’s relatives; (C) the trustee, fiduciary, executor or personal representative of such Seller with respect to any entity described in the immediately preceding clause (B); or (D) any limited partnership, limited liability company, corporation or other entity the governing instruments of which provide that such Person (or such Person’s relatives or executor) shall have the power to direct the management and policies of such entity and of which the sole owners of partnership interests, membership interests or any other equity interests are, and will remain, limited to such Seller and such Person’s relatives.

(ii) “Holder” means initially, any Seller, and then any holder of Nu Ride Class A Common Stock or who is a Party to, or who succeeds to rights under and pursuant to, this Annex C of this Agreement.

(iii) “Permitted Transfer” means any Transfer (A) of any Nu Ride Class A Common Stock constituting Nu Ride Class A Common Stock Consideration, made to a Permitted Transferee of the transferor upon prior written notice to Nu Ride Inc., (B) of Nu Ride Class A Common Stock to Nu Ride Inc. in accordance with its certificate of incorporation or (C) made pursuant to any liquidation, merger, stock exchange or other similar transaction subsequent to the Closing Date which results in all of Nu Ride Inc.’s stockholders exchanging or having the right to exchange their Nu Ride Class A Common Stock for cash, securities or other property.

(iv) “Permitted Transferee” means, with respect to any Person, (A) any Family Member of such Person, (B) any Affiliate of such Person, (C) any Affiliate of any Family Member of such Person, (D) if such Person is a natural person, (i) by virtue of laws of descent and distribution upon death of such individual or (ii) in accordance with a qualified domestic relations order or (E) the members, managers, limited or general partners, stockholders or other equityholders of such Person as part of a distribution of any Nu Ride Class A Common Stock to such members, managers, limited or general partners, stockholders or other equityholders.

(v) “Trade” means (A) any Transfer and (B) any hedging or other transaction or arrangement (including, without limitation, any short sale or the purchase or sale of, or entry into, any put or call option, or combination thereof, forward, swap or any other derivative transaction or instrument, however described or defined) which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition (whether by the undersigned or someone other than the undersigned on behalf of the undersigned), or transfer of any of the economic consequences of ownership, in whole or in part, directly or indirectly, of any Nu Ride Class A Common Stock to the extent constituting Nu Ride Class A Common Stock Consideration, whether any such transaction or arrangement (or instrument provided for thereunder) would be settled by delivery of Nu Ride Class A Common Stock, or other securities, in cash or otherwise.

Exhibit A

Accounting Principles

The Estimated Closing Statement (and the calculation of the Estimated Closing Cash Consideration set forth therein, including the components included therein of Cash, Net Working Capital, Indebtedness and Transaction Expenses) and the Closing Statement (and the calculation of the Closing Cash Consideration set forth therein, including the components included therein of Cash, Net Working Capital, Indebtedness and Transaction Expenses) shall be prepared and calculated in accordance with GAAP. The foregoing will also be calculated in accordance with the following clauses (a), (b) and (c) and with respect to Net Working Capital, also as outlined in Exhibit B.

(a) Treatment of Payroll Cash – While Cash was excluded from the Exhibit B calculation of the Net Working Capital, any Cash delivered by Sellers in respect of payroll liabilities (which will be delivered in the amount of $100,000 at Closing and will not count as Cash of the Companies that increases the Estimated Closing Cash Consideration or Closing Cash Consideration to be paid at Closing) will be included in the calculation of Net Working Capital.

(b) Accounts Receivable – Any unpaid accounts receivables as of Closing that are collected within the period after Closing and prior to delivery of the Closing Statement will be included in the calculation of Net Working Capital.

(c) Indebtedness – Any items included in the calculation of Indebtedness will be excluded from Net Working Capital.

Exhibit C

Form of Assignment Agreement

For value received, [Trust Seller] (“Trust Seller”) hereby sells, assigns and transfers unto Affinity Advisory Holdings Corp., a Delaware corporation (“Buyer”), all of Trust Seller’s right, title and interest in and to all of the equity interests of [Company], an Ohio limited liability company (the “Company”) held by Trust Seller (the “Company Interests”), free and clear of all Liens, none of which Company Interests are represented by a certificate and all of which Company Interests are standing in the name of the undersigned on the books of the Company, and hereby irrevocably constitutes and appoints each officer of the Company (acting alone or with one or more agents) as attorney-in-fact to transfer the Company Interests on the books of the Company with full power of substitution in the premises. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in that certain Membership Interest Purchase Agreement, dated as of June 2, 2026 (the “Purchase Agreement”), by and among Buyer, Trust Seller, the Company and the other parties signatory thereto.

This Assignment Agreement is entered into in accordance with and is subject to all of the terms and conditions set forth in the Purchase Agreement, all of which are hereby incorporated herein by reference. Nothing in this Assignment Agreement shall be construed as a waiver or limitation upon any of the rights or remedies of the parties hereto as set forth in, or arising in connection with, the Purchase Agreement, or any instrument or document delivered by the parties hereto pursuant to the Purchase Agreement. The provisions of Section 5.9 (Further Assurances) and Article IX of the Purchase Agreement are hereby incorporated by reference to this Assignment Agreement mutatis mutandis.

EXECUTION VERSION

AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT

This AMENDMENT TO PURCHASE AGREEMENT, dated as of this 12^th day of August, 2026, but effective as of the 15^th day of July (this “Amendment”), is entered into by and among the undersigned parties hereto. Capitalized terms used and not otherwise defined herein shall for all purposes of this Amendment have the respective meanings specified therefor in that certain Membership Interest Purchase Agreement dated effective as of June 2, 2026 (the “Purchase Agreement”) by and among (a) Affinity Advisory Holdings Corp., a Delaware corporation (“Buyer”), (b) Affinity Advisory Network, LLC, an Ohio limited liability company (“Affinity”), (c) AAN Wealth Advisors, LLC, an Ohio limited liability company (“AAN” and together with Affinity, the “Companies” and each, a “Company”), (d) Holly A. Postlewaite, as Trustee of the HIH M MFTG Trust, dated January 1, 2026 (“Seller 1”), (e) Joshua A. Postlewaite, as Trustee of The Hall Companies Corporate Ohio Legacy Trust, dated January 1, 2024 (“Seller 2” and together with Seller 1, the “Trust Sellers” and each, a “Trust Seller”) and Robert Hall (“Hall” and together with the Trust Sellers, the “Sellers” and each a “Seller”, and together with Buyer and the Companies, collectively, the “Parties” and each, a “Party”).

Recitals:

Terms:

1. Amendment to Annex B. Annex B to the Purchase Agreement is hereby deleted in its entirety and replaced by Annex B attached hereto and by this reference made a part hereof.

2. Ratification. The Parties hereby ratify and confirm their obligations pursuant to the Purchase Agreement, as amended by this Amendment. It is further agreed by the parties that, except as expressly modified herein, all other terms and conditions concerning the Purchase Agreement shall remain in full force and effect as originally written and are hereby ratified and confirmed.

3. Authority to Execute. The individual(s) executing this Amendment on behalf of the respective parties hereto represents and warrants that they are duly authorized to deliver this Amendment on behalf of the respective parties hereto and that this Amendment is binding upon the respective parties hereto in accordance with its terms.

4. Miscellaneous. The provisions of Article IX of the Purchase Agreement are incorporated herein by reference and shall apply mutatis mutandis to the terms and conditions of this Amendment as to each party hereto.

[The remainder of this page is left intentionally blank. Signature Page to follow.]

[Signature page to Amendment to Membership Interest Purchase Agreement]

IN WITNESS WHEREOF, this AMENDMENT TO MEMBERSHIP INTEREST PURCHASE AGREEMENT has been duly executed and delivered by the duly authorized officers of each of the parties hereto as of the date first written above.

 
Annex B

Sellers; Allocable Portions; Ownership