CLOSING AGREEMENT

THIS CLOSING AGREEMENT ("Agreement") is made this _______________, by and

between PRO-FIT EVENT SERVICES, LLC, a Texas limited liability company, having
its principal office located at 2507 Garden Brook Trail, Belton, TX 76513 ("Seller"), and
RUNRS, LLC, a Texas limited liability company, of 1085 Marley Road, Mart, TX 76664
("Buyer").
In accordance with ARTICLE VI of the Asset Purchase Agreement dated May 1, 2023,
both parties agree to the terms outlined in this Closing Agreement.
CLOSING
6.03 Buyer's Obligations at Closing
(a) Payment of Remaining Moneys Owed to Seller: The Buyer agrees to pay all
remaining monies owed to the Seller as outlined in the Purchase Agreement, which is
$__________________. Such payment shall be made in immediately available funds to
an account specified by the Seller, and the Buyer shall provide proof of payment to the
Seller at the Closing.
Details of Bank Account
Bank Name: ____________________________
Account Beneficiary: _____________________
Account Number: _________________________
(b) Assignment of Assets:
i. Seller hereby assigns, transfers, and conveys to Buyer all of Seller's right, title,
and interest in and to the Assets, free and clear of all liens, charges, and
encumbrances, except those expressly assumed by Buyer.
ii. Buyer hereby assumes all obligations and liabilities related to the Assets from
and after the Closing Date.
(c) Execution and Delivery of Other Necessary Documents: The Buyer shall
execute and deliver any other documents that are reasonably necessary to finalize this
Agreement. This may include but is not limited to, certificates, affidavits, or additional
agreements required for the lawful and effective transfer of the Assets from the Seller to
the Buyer.
(d) Delivery of Evidence of Buyer's Authority: The Buyer shall deliver an executed
Resolution, Unanimous Consent, or any other documentation evidencing the Buyer's
authority to consummate the transaction contemplated hereby and to perform all of its
obligations under this Agreement. Such documentation shall be in a form acceptable to
the Seller.
3. Governing Law: This Agreement shall be governed by and construed in accordance
with the laws of the State of Texas.
4. Entire Agreement: This Agreement constitutes the entire understanding between the
parties and supersedes all prior negotiations, understandings, or agreements, whether
oral or written.
IN WITNESS WHEREOF, the parties hereto have executed this Closing Agreement as
of the date first above written.
SELLER
PRO-FIT EVENT SERVICES, LLC
BY: ______________________________
NAME: ___________________________
TITLE: ___________________________

BUYER
RUNRS, LLC
BY: ______________________________
NAME: ___________________________
TITLE: ___________________________