Zone Frontier Inc.

Excluded Assets . The Company retained all of its cash and cash equivalents in excess of $500,000, its digital asset holdings, and all of its data center and AI infrastructure interests, including its 79% membership interest in the joint venture developing the Company’s Minnesota data center campus and its 99% capital interest in the joint venture developing the Company’s West Texas data center campus, together with all related contracts, including the Colocation Services Agreement with Cerebras Systems Inc.

Assumed and Excluded Liabilities . The Buyer assumed only the liabilities specifically identified in the Purchase Agreement, including the lease obligations for the Omaha facility, the accounts payable, credit card balances, accrued liabilities and product warranty obligations of the Cleaning Products Business. The Company retained all other liabilities, including taxes arising from the Disposition, transaction expenses and environmental liabilities.

Security . The Buyer’s obligations under the Note are secured, pursuant to an Intellectual Property Security Agreement (the “IP Security Agreement”), by a first-priority security interest in the intellectual property transferred to the Buyer in the Disposition, subject to the subordination provisions described above. The security interest will be released automatically upon the earlier of (i) repayment in full of the Note and (ii) the Buyer’s raising at least $3,000,000 in equity or debt financing after the Closing, provided that a release under clause (ii) may not occur unless the Buyer has paid the first $300,000 principal installment and the first Earnout Payment (as defined below), to the extent then due, and no event of default or unpaid Earnout Payment is outstanding. If the Buyer raises capital before the six-month anniversary of the Closing, it must apply a portion of the proceeds to pay the first principal installment and any first Earnout Payment then due.

if the Buyer completes a bona fide equity financing during the period ending on the later of 18 months after the Closing and the termination of the Note (the “Earnout Period”), as follows: (i) $500,000 at a pre-money valuation of at least $10,000,000; (ii) an additional $750,000 at a pre-money valuation of at least $17,500,000; and (iii) an additional $1,000,000 at a pre-money valuation of at least $25,000,000.

Each Earnout Payment is due within 30 days after the applicable financing closes, and unpaid amounts accrue interest at 6% per annum.

Representations, Covenants and Indemnification .

The Purchase Agreement contains customary representations, warranties and covenants, including a three-year covenant by the Company not to compete with the Cleaning Products Business within 50 miles of any area where it is conducted or planned by the Buyer to be conducted as of the Closing, not to induce customers or suppliers of the Buyer to terminate their relationships with the Buyer, and not to hire or retain employees or officers of the Buyer. The Company’s representations survive for 24 months after the Closing, and specified fundamental representations survive until the applicable statute of limitations. Indemnification claims for breaches of representations and warranties are subject to a $50,000 aggregate threshold (with recovery from the first dollar once exceeded), which does not apply to the Buyer’s claims for breaches of fundamental representations. They are also subject to a cap of 25% of the Purchase Price, or 100% of the Purchase Price for breaches of fundamental representations and certain covered third-party claims. Claims based on fraud or intentional misrepresentation are not subject to these limitations. The Company also indemnifies the Buyer for excluded liabilities, and the Buyer indemnifies the Company for assumed liabilities and the post-Closing operation of the Cleaning Products Business.

Clayton Adams, a controlling member and Chief Executive Officer of the Buyer, is a member of the Board and previously served the Company under an Executive Transition Services Agreement, dated March 26, 2026 (the “Transition Services Agreement”). Mr. Adams also held an option to purchase the Cleaning Products Business under an Option Agreement with the Company dated September 5, 2025 (the “Option Agreement”). On October 7, 2026, Mr.

Adams delivered a notice irrevocably exercising the option through the Buyer’s acquisition of the Cleaning Products Business under the Purchase Agreement. Under that notice, the Option Agreement terminated upon the Closing. Mr. Adams’s exercise or relinquishment of the option was a condition to the Company’s obligation to complete the Disposition.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in Item 1.01 under “Relationship with the Buyer; Interest of Related Person” is incorporated herein by reference. On October 7, 2026, and effective upon the Closing, the Option Agreement terminated in accordance with Mr. Adams’s notice of exercise. No early termination penalties were incurred by the Company in connection with the termination.

In addition, on October 7, 2026, the Company and Mr. Adams entered into a Termination and Release Agreement (the “Termination Agreement”), effective as of and contingent upon the Closing. Under the Termination Agreement, the Transition Services Agreement and Mr. Adams’s employment with the Company under it terminated, and the parties exchanged mutual releases of claims arising out of or relating to the Transition Services Agreement. The Termination Agreement does not affect Mr. Adams’s continued service as a director of the Company.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The Disposition completes the Company's previously announced plan, first disclosed on June 8, 2026, to dispose of its cleaning products segment as part of its strategic transition to AI critical infrastructure.

The Company previously announced it sold all its Dogecoin holdings and exited the Treasury strategy on July 20, 2026. Following the Dispositions, the Company's operations consist of its data centers and AI infrastructure business.