Court Denies Plaintiffs' Summary Judgment, Grants Defendant's in Part

IN THE SUPERIOR COURT OF THE STATE O F DELAWA RE EARTH PRIDE ORGAN ICS, LLC,) a Pennsylva nia limited lia bility compa ny,) LTG, INC. f/k/k LANCASTER FINE) FOODS, INC., a Pennsylvania corporation,)) Plaintiff s,) C.A. No.: N23C-05-009 EMD CCLD) v.)) CORONA - ORANGE FOODS) INTERMEDIATE HOLD INGS LLC,) a Dela ware limited lia bility compa ny,)) Defend ant.) Submitted: November 19, 2025 Decided: Febru ary 18, 2026 Upon Plaintiffs’ Motion for Summary Judgment, DENIED. Upon Defendant’s Motion for Summary Judgment, GRANTED IN PART and DENIE D IN PART. Jamie L. B rown, Esquire, Brendan P. Mc Donnell, Esquire, H eyman Ener io Gattuso & Hirz el, LLP, Wilmington, Delaw are; Seth Jesse e, Esqui re, Lucas K. Hori, Esquire, Rutan & Tucker, LLP, Irvine, California. Attorney s for Plaintiff s E arth Pride Organics, LLC and LTG, Inc. f/k/a Lancaster Fine Foods, Inc. Justin M. Forcier, Esquire, Brian M. Rostocki, Reed Smith LLP, Wilmingt on, Dela ware; Michael Lieb, Esquire, Reed Smith LLP, New York, New York; Jeffrey M. Weimer, Esquire, Reed Smith LLP, Pittsburgh, Pennsylvania. Attorneys for Defendant Corona-Orange Foods Intermediate Holdings LLC. DAVIS, P.J.

2 I. INTRODUCTIO N This is a civ il action a ssigned to the Complex Comme rcial L itigation Divisio n of the Superior Court. On May 4, 2023, Earth Pride Organics, LLC (“EPO”) and LTG, Inc. (“LTG”) (collect ively, t he “Plain tiffs ”) comm enced this actio n asserti ng a breach of cont ract clai m against Corona-Orange Foods Intermediate Holdings LLC (“Corona” or the “Defendant”). The Pl aintif fs allege t hat Coron a breached t he term s of th e parties’ M embers hip Inte rest Pu rchase Agreement (the “MIPA”) by failing to contribute $2 million in capita l invest ments. After the commencement of this action, the Plainti ffs file d two ame nded complaints, the second of which asserted a fraud claim against Corona. The Plaintiffs contend that Corona made fraudulent statements regarding a proposed amendment to an assigned lease to lower an earnout payment under the MIPA. On January 3, 2025, Corona filed its Answer to the Second Amended Complaint (the “Answer”). Corona deni es that it had breached the MIP A and that it had made false sta tements in connection with the lease. Present ly befor e the Cou rt are the p arties’ C ross -Mot ions for Summary Judgment (the “Motions”), which were filed on August 20, 2025. The parties filed their opposition briefs on September 17, 2025, and their reply briefs on October 1, 2025. The Court heard oral arguments on the Motions on November 19, 2025, at whic h time the matte r was ta ken under a dviseme nt. For the reasons stated below, the Court DENIES the Plaintiffs’ Motion for Summary Judgment (the “Plaintiffs’ Motion”) and GRANTS IN PART a nd DENIES IN PART the Defendant’s Motion for Summary Judgment (the “Defendant’s Motion”).

3 II. BACKGROUND A. T HE P ARTIE S 1. The Plaintiffs EPO is a Penns ylvania limite d liability c ompany with its princ ipal plac e of busine ss in Lancaster County, Pennsylvania. 0F 1 Lancaster Fine F oods, Inc. (“ LFF”) is a Pennsylvania corporation with its principal place of business in Lancaster County, Pennsylvania. 1F 2 LFF is now referred t o as LT G, Inc. 2F 3 At the time the partie s entered into the MIP A, EPO owned 100% of LFF. 3F 4 2. Defendan t Corona is a Delaware limite d liability c ompany with its principa l place of business in Chicago, Illinois. 4F 5 B. N ATURE OF THE DISPUT E 1. Background Information and Negotiations to Acquire LFF In 2008, Michael Thompson founded LFF. 5F 6 LFF is a f amily bu siness b ased in Lancaster, Pennsylvania. 6F 7 LFF man ufactures custom private label foods. 7F 8 LFF’s customers included Auntie Anne’s, Casablanca Foods, Starbucks, Robert Rothschild Foods, Mike’s Hot Honey, and Bonnie’s Jams. 8F 9 By 2020, LFF was generating millions of dollars in annual revenue and 1 Second Amen ded Com plaint (“S AC”) (D.I. No. 74) ¶ 1. 2 Id. at ¶ 2. 3 See generally SAC. 4 Id. at ¶ 1. 5 Id. at ¶ 3. 6 Id. at ¶ 7. 7 See id. 8 See id. 9 Id.

4 operated a facil ity in Lancaster, P ennsylv ania (t he “Lanc aster Faci lity”) with ad vanced manufa cturing a bilities. 9F 10 Based on this success, prospective buyer s began contacting LFF’s principals to inquire about purchasing LFF. 10F 11 Corona was one of the prospective buyers. Corona is substantially owned by investment funds managed by a private equity firm, Wind Point Partners (“Wind Point”). 11F 12 Corona is the owner of companies that comprise the Stir Foods brand of manufacturers of custom food. 12F 13 On September 26, 2018, Wind Point approached Mr. Thompson to inquire about the sale o f LFF. 13F 14 Wind Point pitched the deal as where Corona would invest in the Lancaster Facility’s optimization and automation for the purpose of maximizing lon g - term succes s. 14 F 15 On April 17, 2019, Wind Point again approached Mr. Thompson regarding a possible partnership with LFF. 15F 16 On September 11, 2020, Mr. Thompson provided due diligence information to Wind Point regarding a potential sale of LFF. 16F 17 The sale would include L FF’s current e quipment list and a “wish list” of additional equipment to be ad ded to t he Lancast er Faci lity through investment. 17F 18 On October 5, 2020, Wind Point and Stir Foods provided Mr. Thompson with a letter o f intent to purchase LFF. 18F 19 The lette r of inte nt stated that Stir F oods wou ld “immedia tely invest significant capital and operational support in the Lancaster Facility to support additional near- 10 Id. 11 Id. at ¶ 8. 12 Defendant C orona - Orange F oods Interme diat e Holdings LL C’s O pening Bri ef in S upport of Its Motion for Summary Jud gment (“D ef. M ot.”) (D.I. No. 124) at 3. 13 Plaint iffs’ Opening B rief in S uppo rt of T heir Mot ion fo r Su mmary Jud gment (“ Pl. Mot.”) (D.I. No. 126) at 2. 14 Id. at 1 - 2. 15 Id. 16 Id. at 2 - 3. 17 Id. at 3. 18 Id. 19 Id.

5 term volume opportunities.” 19F 20 The lette r of inte nt further detailed that Stir Foods would “commit to investing in the Lancaster Facility and plan to invest $2 million in 2021 to support growth.” 20F 21 Wind Point included the $2 million capital investment because Mr. Thompson had provided “a capital expenditure wish list which he provided to [Wind Point]” and wanted to ensure that “there was capital coming because it was important to [Mr. Thompson].” 21F 22 The Plaintiffs pr ovide tha t the capital investment would be used for “equipment to make the [Lancas ter] facil ity mo re efficien t, inc rease cap acit y, and incr ease sales.” 22F 23 2. The MIPA On February 17, 2021, Corona purchased 100% of LFF’s business pursuant to the terms of the MIPA and LFF became par t of the Stir F oods family. 23F 24 The MIPA s et fo rth certain contractual obligations as between EPO and Corona. i. Section 7.8 and Section 9.1: Capital Contributions and Survival MIP A Section 7.8, which i s listed under a “Representations and Warranties” heading, provides that: [Corona] and its Affiliates shall contribute not less than Tw o Million Dollars ($2,000,000) to the Company following Closing, but (except as e xpressly set forth in the following proviso) in no event later than December 31, 2021 such amount to be used to fu nd capital improvem ents for t he facil ity locat ed at the L eased Real Property, provided, however, that the parties acknowledge that such contri butions to capital of the Company may be delaye d due to delays in ordering and delivery lead times for equ ipment. 24F 25 Section 9.1 addresses the survival o f claims a rising under the terms of the MIPA. Section 9.1 states: 20 Id. 21 Id. 22 Id. at 4. 23 Id. 24 Def. Mot. at 3. 25 Pl. Mot., Ex. H § 7.8.

6 The rep resentati ons and warranti es set fort h in A rticle 5, Article 6 and A rticle 7 shall survive the Closing for a period of eighteen (18) months from the Closing Date except as follows: (i) the F undamental Representations shall survive the Closing Date until ninety (90) days following the termination of the a pplicable statute of limitations; (ii) the repre sentations and warrantie s conta ined in Sections 6.14 (Taxes), 6.15 (Employee Benefit Plans) shall survive until thirty (30) days after the expiration of the a pplica ble statute of limitations; (iii) th e repr esenta tions and warranties set forth in S ection 6.17 (Environmental Compliance) shall survive closing for a period of three (3) years; (iv) claims arising fr om willful miscondu ct or intention al misrepr es entation shall survive for a per iod of six (6) years; and (v) claims arising from fraud shall survive for a pe riod of ten (10) years. Each of the covenants and agreements of the Parties set for th in this Agreement shall s urvive the Closing for a period of twelve (12) months following the Closing Date, except that the c ovenants that def initively ex pire by their specific te rms shall expire in accordance with such terms. Any claims und er this Agreement must be ass erted by written notice delivered prior to 11:59 p.m. Easte rn Time on the expiration date of the applicable survival per iod set forth in this Section 9.1, if a ny, and if such a Claim Notice is given prior to such time, the survival pe riod with resp ect to the claim des cribed in such Claim Notic e shall continue until su ch claim is fully resolved. 25F 26 ii. Section 3.8(a): The Earnout Payment The MIPA provides for an earnout payment. MIP A Section 3.8(a) affords for an earnout to the extent Corona’s EB ITD A exceeded $1,800,000 between July 1, 2021 and June 30, 2022 (the “Earnout Period”). 26F 27 The earnout payment would be equal to four times the amount Corona’s EBITDA surpassed the $1,800,000 threshold during the Earnout Period. 27F 28 iii. Section 8.10: Lease Provisions Prior to the execution of the MIPA, the Plainti ffs leas ed the Lan caster Faci lit y (the “Lease”). 28F 29 As part of the MIPA, the Plaintiffs agreed to assign the Lease to Stir Foods. 29F 30 Section 8.10(a) states: [a]s a conseq uenc e of the assi gnment of the Lease b y the Asset Sellers to the Company pursuant to the Agreement re: Lease, the Company shall assu me the 26 Pl. Mot., Ex. H § 9.1. 27 Def. Mot. at 3. 28 Id. 29 See Pl. Mot., Ex. H § 8.10(a). 30 Id.

7 Asset Sellers’ obligations under the Lease to the extent such obligations first ar ise following the Closing Date, including the obligation to pay, on a monthly basis, the Base Ren t (as defin ed in t he Lease), the Addit ional R ent (as defi ned in th e Lease), a nd the pro rata share of the Common Area Expenses (as defined in the Lease) (collectively, the “Monthly Rent/CAM Expense”). 30F 31 This assignment of the Lease imposed additional obligations on the Plaintiffs. 31F 32 Sectio n 8.10(b) provides that, while Stir Foords occupied no more than 103,318 square feet of the Lanca ster Facility, the Plaintiff s would re imburse Stir Foo ds the diff erence between the total amount of rent and $50,000, less any rent paid by subtenants. 32F 33 The purpose of this arrangement was to increase the EBITDA, and thus the potential ear nout payment, by reducing Stir Foods’ rent expen se. 3 3F 34 3. Eighth Amendment to the Lease In May 2021, Corona and its aff iliates sough t to enter a lease of the Lanca ster Facility with a third party (the “Eight Amendment”). 34F 35 Mr. Thompson objected “because it would deprive [the Plaintiffs] of approximately $1.9 million in additional earnout moneys.” 35F 36 Mr. Thompson explained that “the lease agreement [Corona and its affiliates] sought to negotiate with the third party could only be accomplished with [Mr. Thompson’s], and therefore [the] Plaintiffs’ consent.” 36F 37 Notwithstanding Mr. Thompson’s assertion, the MIPA contains no such requirem ent. 37 F 38 In response to these assertions, Pablo Gallo, Corona’s CFO, told Mr. Thompson that the Eighth Amendment “provided for approximately $500,000 in tenant improvement monies that 31 Id. 32 See id. 33 See Pl. Mot., Ex. H § 8.10(b). 34 See Def. Mot. at 21. 35 Id. 36 SAC at ¶ 24. 37 Id. 38 See generally Pl. Mot., Ex. H.

8 would be recognized as EBITDA on Stir Foods’ books and records, and therefore, it ‘would all wash out in the end.’” 38F 39 Mr. Thompson purportedly relied upon this representation and approved of the Eighth Amendment and the lease was executed. 39F 40 Meanwhile, on December 28, 2020, the Plaintiffs entered into an A greement of Sale to purchase property owned by Tim Harrison. 40F 41 Mr. Harri son learned, during the closing period, that Stir Foods was acquiring the Lancaster Facility and would become the new tenant. 41 F 42 Mr. Harrison used the information regarding the Lancaster Facility to improperly shop the property to a new purchaser. 42F 43 Subsequently, the Plaintiffs notified Mr. Harrison of potential claims arising from Mr. Harrison’s conduct. 43F 44 As a result, Mr. Harr ison threatened to walk away from the sal e which could have rendered the Eighth Amendment moot. 44F 45 The record is unclear as to the outcome of the proposed sale of the property owned by Mr. Harrison. However, the Plaintiffs claim that they relied on Mr. Gallo’s representations in deciding not to pursue legal action against Mr. Harrison which would “derail the sale of the building and the [Eighth Amendment].” 45F 46 Ultimately, when the earnout was calculated, Corona’s accounting did not recognize the approximately $500,000 in tenant improvement allowances as EBITDA. 46F 47 39 See SAC at ¶ 25; see also Def. Mot. at 22. 40 See SAC at ¶ 25 - 28. 41 Plaint iffs’ Brief i n Opposi tion to Defe ndant’s Moti on for Su mmary J udgment (“Pl. O pp’n. ”) (D.I. No. 13 5) at 1 8. 42 Id. 43 Id. 44 Id. 45 Id. 46 See id. at 19. 47 SAC at ¶ 26.

9 4. Additional Post- Clo sing Develop ments During the first half of the Earnout Period, the Plaintiffs repeatedly reminded Corona of its obligation to invest $2 million in 2021. 47F 48 Moreover, the Plaintiffs provided guidance on the capital investments that would best enhance business. 48F 49 Corona tracked the capital spending for the Lancaster Facility in 2021 using a spreadsh eet. 4 9F 50 Corona’s spreadsheet indicates that $1,198,114.00 50F 51 in capit al was infused into the Lancaster Facility in 2021. 51F 52 Corona disputes the amount of ca pital investments despite the spreadsh eet information and the deposition testim ony of Mr. Gallo. Specifically, Corona contends that “in fact, Corona contributed $2,295,367.71 for capital expenditures for which Stir Foods either: (i) spent funds in 2021; (ii) accepted invoices in 2021 for capital expenditures ordered and spent the funds in 2022; submitted purchase or ders in 2021 for capital expenditures, and accepted invoices in 2022 (or on one occasion 2023); or (iii) originally recorded the expenditure in 2021 as repairs and maintenance, but lat er in 202 1 rechara cterized them as capital expenditures.” 52F 53 On June 10, 2022, Mr. Thompson emailed Corona’s CEO, Milton Liu. 53F 54 Mr. Thompson advised Mr. Liu that the “2021 SFL investment was $1.1 million” which was “[w]ell short of the contra cted co mmitment.” 54F 55 48 Id. at ¶ 11. 49 Id. 50 Pl. Mot. at 5. 51 See id. at 6 (expla ining th at C orona’s c orpo rate des ignee, Mr. G allo, c onfirme d thi s cal culat ion in his depos iti on testimony). 52 Id. at 5. 53 Def. Mot. at 13. 54 Pl. Mot. at 5 - 6. 55 Id.

10 On September 22, 2022, following the expiration of the Earnout Period, Corona provided an earnout statement which reflected that LFF was owed less than $750,000. 55F 56 Corona submitted this e arnout sta tement de spite ear lier represe ntations tha t the earnout wa s projec ted to amount to $30,000,000. 56F 57 On December 11, 2022, Mr. Thompson emailed Wind Point Principal Joseph Lawler to advise that the $2,000,000 capital investment that “was to be spent to improve Lancaster manufacturing efficiency” did not happen and that the “2021 Stir capital acquisition f or Lancaster totaled only $1,198,113.” 57F 58 C. P ROCEDURAL P OSTURE On May 5, 2023, the Plaintiffs filed their first complaint (the “Complaint”) asserting one count for breach of contract against Corona. 58F 59 On July 6, 2023, Corona moved to dismiss the Complaint. 9F 60 On August 7, 2023, the Court entered a stipulation and order that stayed the proceedings pending mediation. 60F 61 The parties were not able to resolve the matter during mediation. On October 25, 2023, the Plaintiffs filed an amended complaint (the “Amended Complaint”). 61F 62 The Amen ded Com plaint asserted t wo clai ms – breach of contract and fraud – and added Wind Point Advisors LLC (“WPA”) as a defendant. 62F 63 On November 21, 2023, the Defend ants moved to dismiss the Amended Compla int (the “ Motion to Dismiss”). 63F 64 On March 14, 2024, the Court held a hearing on the Motion to Dismiss. After t he hearin g, the Court took 56 SAC at ¶ 20. 57 Id. 58 Pl. Mot. at 6. 59 See Complaint (“Compl. ”) (D.I. N o. 1) ¶¶ 15 - 20. 60 See generally Defendant ’s M otion to D ismi ss t he Compla int (“M ot. to Di smis s”) (D.I. No. 13). 61 See Stipulat ion an d Order Stayi ng Action P endi ng Medi ation (D.I. No. 20). 62 See Amended C omplaint (“Am end. Compl.”) (D.I. N o. 26). 63 Id. at ¶¶ 31 - 43. 64 See Defendant s’ Moti on to D ismi ss t he Amended C omplai nt (“ Mot. to D ismis s Ame nd. Compl. ”) (D.I. No. 32).

11 the Motion to Dismiss under advisement. On April 17, 2024, the Court issued an opinion on the Motion to Dismiss. The Court de clined to dismiss the breach of contract claim against Corona but dismiss ed WPA as a part y. 64F 65 On September 4, 2024, the Plaintiffs filed a Motion for Leave to File a Second Amended Complaint (the “Motion to File a Second Amended Complaint”). 65F 66 The Motion to File a Second Amended Complaint sought leave to add claims for (i) breach of the implied covenant of good faith and fair dealing and (ii) fraud against Corona. 66F 67 On October 11, 2024, the Court held a hearing on the Motion to File a Second Amended Complaint, at which time the matter was taken under advisement. On December 20, 2024, the Court issued an opinion granting in part and denying in part the Motion to File a Second Amended Complaint. 67F 68 The Court granted leave to assert breach of contract and fraud claims against Corona; 68F 69 however, the Court denied the request to add the claim for breach of the implied covenant of good faith and fair dealing. 69F 70 On January 8, 2025, the Plaintiffs filed their second amended complaint (the “Second Amended Complaint”). 70F 71 The Second Amended Complaint asserted claims for breach of contract and fraud against Corona. 71F 72 On January 23, 2025, Corona filed its Answer to the Second Amended Complaint. 72F 73 Following the filing of pleadings related to the Second Amended Complaint, the parties engaged in discovery. 65 See Opinion G ranting in Pa rt a nd Denyin g in Part Defe ndant s’ Mot ion to Di smis s Pl ainti ffs’ Amended C omplaint (D.I. No. 53). 66 See Plainti ffs’ Mot ion for Leave to Fil e Sec ond Amende d Compl aint (“Mot. to Fi le SA C”) (D.I. No 64). 67 See id. a t ¶¶ 11 - 17. 68 See Opinion G ranting in Pa rt a nd Denyin g in Part Plai ntiffs ’ Mot ion fo r Leave to Fi le Sec ond Amende d Complai nt (D.I. No. 72). 69 See id. at 22. 70 See id. 71 See generally SAC. 72 See id. a t ¶¶ 29 - 41. 73 See generally Defendant ’s An swer and Affirma tive D efens es t o the Sec ond Ame nded Co mplaint (D.I. No. 78).

12 Present ly befor e the Cou rt are the Motions, which were filed on August 20, 2025. The parties filed their opposition briefs on September 17, 2025 and their reply briefs in support of their respective motions on October 1, 2025. The Court heard oral arguments on the Motions on November 19, 2025, at wh ich tim e the matter was taken under ad visement. III. PARTIES’ CO NTENTIONS A. P LAINTI FFS ’ M OTION The Plaintiffs argue that they are entitled to summary judgment as to their breach of contract claim. T he Plaintif fs make three re lated arguments. T he Plaintif fs assert tha t MIPA Section 7.8 imposes a clear and enforceable contractual obligation. 73F 74 The Plain tiffs further contend that Corona breached Section 7.8 by failing to contribute $2,000,000 by December 31, 2021. 74F 75 Finally, the Plaintiffs claim that Section 7.8 does not excuse performance based on equipment le ad times. 75F 76 B. D EFENDANT ’ S M OT ION 1. Breach o f Contra ct Corona argue s that it is entitled to summary jud gment o n the Plaintif fs’ bre ach of contract claim for three reasons. Corona claims that the Plaintiff s’ breac h of contract c laim fa ils as a matter of law because Section 7.8 is a representation or warranty and the Plaintiffs admitted that Corona intended to comply with Section 7.8 at the time of closing. 76F 77 Corona further ass erts that it satisfied Section 7.8 because it spent money, accepted invoices, a nd issued purchase orders in 74 Pl. Mot. at 7. 75 Id. at 9. 76 Id. at 10. 77 Def. Mot. at 6.

13 the approximate amount of $2.3 million before the end of 2021. 77F 78 Corona also alleg es that th e Plaintiffs’ claim is time - barred under the MIPA. 78F 79 2. Fraud On the fraud claim, Corona contends that it is entitled to summary judgment for four independent reasons. Corona claims that because the Plaintiffs did not have the right to veto the Eighth Amendment, the Plaintiffs could not have justifiably relied on any purported fraudulent statemen t. 79F 80 Next, Corona argues that there is no evidence that the Plaintiffs consented to the Eighth Amendment. As such, Plaintiffs cannot demonstrate they relied on any alleged fraudulent statement or that Corona intended to induce reliance. 80F 81 Corona also ass erts t hat it could not have made the al leged fraudul ent stat ement because the Eighth Amendment does not reference the reimbu rsement r equirem ent. 81F 82 Finally, Corona maintains that the Plaintiffs changed positions asserted in the Second A mended Complaint and that such changes are contradicted by documen tary evid ence. 8 2F 83 IV. STANDARD OF RE VIEW Superior Court Civil Rule 56 governs motions for summary judgment. 83F 84 The Court’s principal function when considering a motion for summary judgment is to examine the recor d to determine whether genuine issues of material fact exist, “but not to decide such issues.” 84F 85 Summary judgment will be granted if, after viewing the record in a light most favorable to a nonmoving party, no genuine issues of material fact exist and the moving party is entitled to 78 Id. at 10. 79 Id. at 14. 80 Id. at 20. 81 Id. at 24. 82 Id. at 28. 83 Id. at 29. 84 ET Aggregat or, L LC v. PFJE Ass etC o Holdings, LLC, 2025 WL 26825 83, at * 5 (Del. Su per. S ept. 9, 2025). 85 Id. (citing Merrill v. C rothall - American In c., 606 A.2d 96, 9 9 - 100 (Del. 1992).

14 judgm ent as a mat ter of l aw. 85F 86 If, how ever, the reco rd reveals that mat erial f acts are i n disput e, or if the factual record has not been developed thoroughly enough to allow the Court to apply the law to the factual record, then summary judgment will not be granted. 86F 87 The moving party bears the initial burden of demonstrating that the undisputed facts support its claims or defenses. 87F 88 If the motion is properly supported, then the burden shifts to the non-moving party to demonstrate that ther e are materia l issues of fact for the resolution by the ultimate fact - finder. 88F 89 “These w ell -established standards and rules equally apply [to the extent] the parties have filed cro ss -motions for summary judgment.” 89F 90 Where c ross -motions for su mmary judgment are filed and neither party argues the existence of a genuine issue of material fact, “the Court shall deem the motions to be the equivalent of a stipulation for decision on the merits based on the record submitted with the motions.” 90F 91 However, the “existence of cross motions for summary judgment does not act per se as a concession that there is an absence of factual issues.” 91F 92 Therefo re, where cross -m otions for summary judgment are filed and an is sue of material fact exists, su mmary judgment is not appropriate. 92F 93 To determ ine wheth er there i s a genuine issue of materia l fact, the Court evaluates each motion independently. 93F 94 And again, where it seems prudent to make a more thorough inquiry into the facts, summary judgment will be denied. 94F 95 86 Id. 87 Ebersol e v. Low engrub, 1 80 A.2d 467, 4 70 (D el. 19 62). 88 Moore v. Sizem ore, 405 A.2d 679, 680 (De l. 1970) (ci ting Ebersole, 180 A.2 d at 4 70). 89 Brzosk a v. Olse n, 668 A.2d 1 355, 136 4 (Del. 1 995). 90 IDT Cor p. v. U.S. Speci alty I ns. C o., 201 9 WL 41369 2, at *5 (Del. S uper. Ja n. 31, 2019). 91 Del. Supe r. Ct. Civ. R. 56(h). 92 United Van guard F und, Inc. v. Take Care, Inc., 6 93 A.2d 1 076, 1079 (Del. 1997). 93 Motors Liqui dation C o. DIP L enders Tr. V. All ianz Ins. Co., 201 7 WL 249 5417, a t *5 (D el. Super. J une 19, 2017). 94 Id. 95 Ebe rsole, 180 A.2d at 470 - 72.

15 V. DISCUSS ION A. S UMMARY J UDGME NT O N T HE B REACH O F C ONTRACT C L AIM I S D EN IED. Under D elaware law, to s tate a claim for bre ach of co ntract, a p arty mu st alleg e “ (i) the exist ence of a cont ract; (ii) the breach of a contractual obligation; and (iii) resulting damages.” 95F 96 Although damages may be plead generally, “conclusory allegations of damages are insufficient.” 96F 97 The Plaintiffs and Corona each contend that they are entitled to summary judgment as a matter of law on the Plaintiffs’ breach of contract claim. The crux of the se arguments revolve s around three separate issues: (i) does MIP A S ection 7.8 constitute a representation and warranty or a coven ant; (i i) did Corona satisfy Section 7.8; and (iii) is the brea ch of co ntract cl aim time barred. The Court finds that: (i) MIPA Section 7.8 constitutes a covenant; (ii) there is a genuine issue o f material fact as t o wheth er Coron a satisf ied Secti on 7.8; and (iii) the breach of cont ract claim is not time - barred. Accordingly, the Motions are DENIED with respect to the bre ach of contract claim. 1. MIPA Section 7.8 is a covenan t. Delaware courts have previously addressed the distinction between representations and warranties and covenants. A representation and warranty “guarantee[s] the truthfulness of a present fact, whereas covenants are promises to perform.” 97F 98 The Plaintif fs conte nd that MIP A Section 7.8 con stitutes a covenant that imposed an affirmative obligation on Corona to make $2 million in capital contributions to th e Lancaste r 96 Wellgistics, LLC v. Welgo, Inc., 2024 WL 11396 7, at * 4 (Del. Super. Jan. 9, 2024) (cit ing VLIW Technolo gy, LLC v. Hewlett - Packar d Co., 840 A.2d 606, 6 12 (D el. 20 03)). 97 Id. 98 SPay, Inc. v. St ack Medi a Inc., 202 1 WL 605 3869, at *6 (De l. C h. Dec. 21, 202 1).

16 Facility in 2021. 98F 99 Corona asserts that Section 7.8 constitutes a representation and warranty that did not impose an affirmative obligation on Corona to make $2 million in capital contributions to the Lancas ter Faci lity in 2021. 99 F 100 Corona interprets Section 7.8 as merely requ ir ing Corona to intend to make $2 million in capital contributions in 2021 at the time the MIPA was executed. Section 7.8, which falls under a representations and warranties heading, stat es: [Corona] and its Affiliates shall contribute not less than Tw o Million Dollars ($2,000,000) to the Company following Closing, but (except as e xpressly set forth in the following proviso) in no event later than December 31, 2021 such amount to be used to fu nd capital improvem ents for t he facil ity locat ed at the L eased Real Property, provided, however, that the parties acknowledge that such contri butions to capital of the Company may be delaye d due to delays in ordering and delivery lead times for equ ipment. 100F 101 As a pre liminary ma tter, the Court previously categorized Section 7.8 as a representation and warranty. In the Cou rt’s decision on the Motion to Dismiss, the Court stated that “Section 7.8 … is a representation and warranty of Corona….” 101F 102 However, notwithstanding the Court’s prior categorization of Section 7.8, that categorization is not the law of the case. 102F 103 The Court did not make a “conclusive determination” that Section 7.8 constitutes a representation and warrant y as a matt er of la w. 103F 104 Instead, the Court appli ed the relevan t legal standard at the pleadings stage— i.e., the Court vi ewed the facts and dr ew reas onabl e inferen ces in a li ght mos t favorable to the Plaintiffs. As a result, the Court may properly revisit the issue of whether Section 7.8 constitutes a covenant at the summary judgment stage. 99 See Pl. Mot. at 8. 100 Def. Opp’ n. at 8. 101 Pl. Mot., Ex. H § 7.8. 102 Opinion Gra nti ng in Part and Denying i n Part Defe ndants’ Moti on to Dis miss Pla intiffs ’ Amended Compl aint a t 13. 103 See Johns on v. P refe rred P rofes sional Ins. C o., 91 A. 3d 99 4, 1009 (De l. Su per. Fe b. 17, 2014) (ex plaini ng that the law of the cas e doc trine “ requi res tha t iss ues a lready dec ided by the s ame cou rt shoul d be ado pted wit hout relitigation ”). 104 See Seiden v. Kaneko, 2017 WL 10939 37, at * 4 (Del. Ch. Mar. 22, 2017) (e xplai ning t hat the law of the cas e doctrine a ppli es only w here the unde rlyi ng fac ts we re “concl usi vely det ermine d” at t he ple adings stage).

17 The Court finds that Section 7.8 constitutes a covenant even though Section 7.8 falls under the MIPA’s r epresent ations and warrant ies heading. Del aware cou rts h ave recogn ized th at a contractual provision may be construed as a covenant even though it falls under a representation and warranty heading. 104F 105 Further, M IPA Section 10.5 states that “[t]he headings contained in this Agreement are intended solely for convenience and shall not be considered in construing or interpreting this Agreement.” 105F 106 The reality th at Section 7.8 falls under a representations and warranties heading, therefo re, does not require a findin g that Section 7.8 consti tutes a rep resentat ion and warrant y or a co venant. Section 7.8 includes mandatory language creating an affirmative obligation on the part of Corona to make $2 million in capital contributions in 2021. Namely, Section 7.8 states that “[Corona] shall contribut e not less than Two Million Dollars ($2,000,000) to the Company following closing, but … in no event later than December 31, 2021….” 106F 107 Based upon the mandatory and affirmative language creating a promise to perform, the parties intended for Section 7.8 to operate as a covenant. Moreover, the developed record supports the conclusion that Section 7.8 should be construed as a covenant. The fact s demons trate th at the part ies tre ated Sect ion 7.8 as a coven ant since the execution of the MIPA. For exam ple, whil e the exa ct amount contributed is disputed as explained below, there is no dispute that Corona made at least $1,198,113 in capita l contributions to the Lancaster Facility in 2021. 107F 108 Further, immediate ly following the e xecu tion 105 See Spay, Inc., 2021 W L 6053869, at * 6 (findi ng that the appli cable c ontra ctual provis ions should be cons trued as covena nts eve n thou gh the provis ions w ere des cribe d as r epres entat ions and w arrant ies in the agr eeme nt). 106 Pl. Mot., Ex. H § 10.5. 107 Pl. Mot., Ex. H § 7.8 (em phas is added). 108 See Pl. Mot. a t 6 (expl aini ng t hat C orona’s co rporate des igne e, Mr. Gal lo, co nfirme d this calc ulati on in his deposit ion tes timony).

18 of the MIPA, Corona allocated a budget of $4,000,000 for capital contributions for the Lancaster Facility. 108F 109 Both the language of Section 7.8 and the record support the conclusion that Section 7.8 should be construed as a covenant. Accordingly, the Court finds that Section 7.8 constitutes a covenant which created an affirmative obligation on the part of Corona to make $2 million in capital contributions to the Lancaster Facility in 2021. 2. A genuine dispute of materia l fact exists as to whe ther Corona complied with Section 7.8. The Plaintiffs argue that Corona failed to satisfy Section 7.8. 109F 110 The Plaintiffs contend that “the undisputed facts show that [Corona’s] actual capital investment in calendar year 2021 fell far short of the $2,000,000 minimum.” 110F 111 The Plaintiffs posit that Corona’s 2021 capital contributions undisputedly amounted to $1,198,113. 111F 112 Corona contends that it satisfied Section 7.8. 112F 113 Corona al leges th at “by spending, accepting invoices, and issuing purchase orders for capital expenditures worth approximately $2.3 million before the end of 2021, Corona satisfied” its obligation under Section 7.8. 113F 114 The operative contractual language is contained in Section 7.8. Section 7.8 imposes an affirmative obligation on Corona to make $2 million in capital contributions to the Lancaster facility in 2021. Section 7.8 states: 109 See Def. Mot., App. Tab 114 at 47: 10 - 14. 110 Pl. Mot. at 9. 111 Id. 112 Id. 113 Def. Mot. at 6. Corona ’s ini tial argument i s pr emise d upon the as sumption t hat Se ction 7.8 c onsti tutes a represe ntation a nd wa rrant y. C orona clai ms it satisfied Section 7.8 as the record purported ly reflects that, at closing, Corona int ende d to compl y wi th Sec tion 7.8. Howeve r, fo r t he reas ons provi ded a bove, S ect ion 7.8 consti tutes a covenant. As s uch, the iss ue is not whether Corona int ended to make $ 2 million in capital con tributions at the time of closi ng. Ins tead, t he iss ue is whether Corona actual ly ma de $2 mi llion i n ca pital c ontri buti ons in 20 21. Therefore, the C ourt will only a ddress Corona’s alte rnative a rgument tha t it s atis fied S ecti on 7.8 by ma king over $2 milli on in capi tal cont ribut ions in 2021. 114 Def. Mot. at 10.

19 [Corona] and its Affiliates shall contribute not less than Tw o Million Dollars ($2,000,000) to the Company following Closing, but (except as e xpressly set forth in the following proviso) in no event later than December 31, 2021 such amount to be used to fu nd capital improvem ents for t he facil ity locat ed at the L eased Real Property, provided, however, that the parties acknowledge that such contri butions to capital of the Company may be delaye d due to delays in ordering and delivery lead times for equ ipment. 114F 115 The Court finds that a genuine dispute of material fact exists as to whether Corona complied w ith its obligat ion to make $2 million in capita l contribu tions to the La ncaster Fa cility in 2021. The record provides sufficient support for a finding that Corona’s contribution fell short of its capital contribution obligation under Section 7.8. Specifically, Corona ’s spread sheet, which tracked the capital investment spending in 2021, indicates that Corona only purcha sed $1,198,114.00 in capital for the Lancaster Facility in 2021. 115F 116 At his deposition, Corona’s corporate designee, Pablo Gallo, confirmed this calculation. However, the record also provides sufficient support for a finding that Corona satisfied its capital contribution obligation under Section 7.8. Corona has presented documentation indicating that it made capita l expen ditures wor th approximately $2.3 million towards the Lancaste r Facil ity in 2021. 116F 117 Corona acknowledges that some of the items comprising the $2.3 million may not have in fact been delivered or fully paid for in 2021. 117F 118 However, as Corona correctly points out, 118F 119 Section 7.8 contemplates a situation where th e delivery of ite ms constituting capital contributions may be delayed due to “delivery lead times.” 119F 120 Corona has advanced deposition testimony of Mr. Thompson explaining that when the delivery of items is 115 Pl. Mot., Ex. H § 7.8. 116 Pl. Mot. at 5. 117 See Def. Mo t., App. Tab 6 1 ¶¶ 9 - 15; see a lso Def. Mot., Ap p. Tab 61, Ex. A. 118 See Def. Mot. at 11. 119 See id. 120 See Pl. Mot., Ex. H § 7.8 (stating that “ the partie s acknow ledge that s uch cont rib utions to ca pital of the Com pany may be de layed due to delays in orde ring a nd deli very l ead t imes for equi pment ”).

20 delayed, the purchaser is typically not required to pay in full up front. Corona cites to the following testimony: Q: When there’s going to be a longer delivery lead time, is it standard for the seller … not to require full payment upon order? A: … payment on any piece of equipment is typically split up into three or four dates. … Q: So, there would be down payment upon order; correct? A: Yes. … Q: And there might be some progress payments; correct? A: … yes. … Q: Sometime around the final delivery, you’ d have to make the final payment; correct? A: Correct. … Q: Would you a gree that it would be not good business practice for SFL to pay the full price … when ordered if the seller was not requiring it? A: Yeah, it would not make sense to pay more than one ha d to at any given ti me. 12 0F 121 Thus, the Court finds a genuine issue that Corona satisfied its obligations under Section 7.8 by spending, accepting invoices, and issuing purchase orders for capital expenditures worth approximately $2.3 million before the end of 2021. Accordingly, a genuine dispute of material fact exis ts as to whether Corona satis fied its obliga tion to make $2 million in capita l contributions to the Lancaster Facility in 2021. 3. The Plaintiffs’ bre ach of c ontract claim is not time -barred. Corona a lleges tha t the Plaintiffs’ breach o f contract cla im is time -barr ed under the MIP A. Corona m aintains the Plaintiffs were required to provide notice of their claim by August 17, 2022, and failed to do so. 12 F 122 In support, Corona relies upon Section 9.1. In conjunction with 121 Def. Mot., App. Ta b 8 at 161: 17 - 165:12. 122 Def. Mot. at 14.

21 its reliance on Section 9.1, Corona suggests that discovery “has proven that Corona did not engage in willful misconduct or intentional representation.” 122F 123 In response, the Plaintiffs argue that the survival period for the Plaintiff’s breac h of contract claim did not expire on August 17, 2022. 123F 124 T he Plaintiff s cite to Section 9.1, asserting that “because [Corona] willfully breached the [MIPA], the survival period … is six years and does not expire until February of 2027.” 124 F 125 Moreover, the Plaintiffs maintain that, e ven if the survival period terminated on August 17, 2022, the Plaintiffs provided written notice of the breach o f contr act claim prior to that dat e. 125F 126 Section 9.1 states: The rep resentati ons and warranti es set fort h in A rticle 5, Article 6 and A rticle 7 shall survive the Closing for a period of eighteen (18) months from the Closing Date exc ept as foll ows: (i) the Fundamental Repr esentations shall survive the Closing Date until ninety (90) days following the termination of the a pplicable statute of limitations; (ii) the repre sentations and warrantie s conta ined in Sections 6.14 (Taxes), 6.15 (Employee Benefit Plans) shall survive until thirty (30) days after the expiration of the a pplica ble statute of limitations; (iii) th e repr esenta tions and warranties set forth in S ection 6.17 (Environmental Compliance) shall survive closing for a period of th ree (3) years; (iv) claims arising f rom willful miscon duct or intentional misrepresentation shall survive for a per iod of six (6) years; and (v) claims arising from fraud shall survive for a pe riod of ten (10) years. Each of the covenants and agreements of the Parties set forth in this Agre ement shall survive the Closing for a period of twelve (12) months following the Closing Date, except that the cov enants tha t defin itively e xpire by their specific terms sha ll ex pire in accordance with such terms. Any claims under this Agreement must b e asserted by written notice delivered prior to 11:59 p.m. Eastern Time on the expiration dat e of the applicable survival period set forth in this Sec tion 9.1, if any, and if such a Claim Notice is given prior to such time, th e survival period with respect to t he claim described in such Claim Notice shall c ontinue u ntil such cla im is fully resolved. 12 F 127 123 Id. at 14 - 15. 124 Pl. Opp’n. a t 15. 125 Id. at 15 - 16. 126 See id. a t 16 - 17. 127 Pl. Mot., Ex. H § 9.1 (em phasi s added).

22 In disputing whethe r Corona’s purported misrepresentations were willful or intentional, the parties premise their arguments on the assumption that Section 7.8 constitutes a representation and warranty. However, as explained above, Section 7.8 constitutes a covenant. Thus, the six-year survival period for willful or intentional misrepresentations is inapplicable. Instead, the survival period for covenants is applicable. Section 9.1 provides for a twelve-month post-closing survival period. 127F 128 The closing date on t he MIPA was February 17, 2021. 128F 129 As such, the applicable survival period typically would have ended on February 17, 2022. Delaware courts have recognized that survival period s truncate t he appl icabl e statut ory limitations period, meaning that such provisions are subject to the rules of accrual, tolling, and delayed discovery. 129F 130 Thus, under Delaware law, a survival period for a breach of contract is not trigg ered until a claimant is aware o f a br each. 130F 131 Section 7.8 required Corona to make $2 million in capital contributions to the Lanc aster Facility “in no event later than December 31, 2021….” 131F 132 Accordingly, any purported breach of Section 7.8 on the part of Corona occurred on January 1, 2022. It follows that the earliest the Plaintiffs could have learned of the purported breach was also January 1, 2022. Therefore, assuming tha t the Plaintif fs became aware o f the b reach on J anuary 1, 2022, the app licable survival period ended on January 1, 2023. 128 Id. (“[e] ach of the c ovena nts a nd agree ments of the P arti es se t forth i n this A greeme nt sh all survive t he Cl osing for a per iod of t welve (12) m onths followi ng the Clos ing Dat e ….”). 129 Def. Mot. at 3. 130 See Airc raft Servi ce Inter national, Inc. v. TBI Ov erse as Holdi ngs, Inc., 20 14 WL 4 101660, at * 3 - 4 (Del. S uper. Aug. 5, 2014); see also Cer tainte ed Cor p. v. Cl eotex C orp., 2005 WL 2 17032, a t *7 (D el. Ch. J an. 24, 200 5) (cit ing Wal - Mart Stor es Inc. v. AIG L ife Ins. C o., 860 A. 2d 31 2, 31 9 (Del. 20 04). 131 See Certainteed Corp., 2005 WL 21703 2, at * 7. 132 Pl. Mot., Ex. H § 7.8.

23 Here, the Cou rt need not and will not endeavor to determine the precise date the Plaintiffs became aware of Corona’s purported breach. The Court finds tha t the Plaintif fs provide d timely notice of their claim regardless of when the Plaintiffs became aware of the purported breach. On June 30, 2022, Mr. Thompson sent Joseph Lawler an email notifying hi m that the contrac tually required capital expenditure commitment had not been fulfilled. 132F 133 Further, o n Decemb er 11, 2022, Mr. Thompson emailed Mr. Lawle r to advise that the $2,000,000 capital investment that “was to be spent to improve Lancaster manufacturing efficiency” did not happen and that the “2021 Stir capital acquisition for Lancaster totaled only $1,198,113.” 133F 134 Because em ail communication directed t o Mr. Lawler constituted sufficient written notice under the M IPA 134F 135 and the em ail s w ere sent prior to the applic able surviva l period terminatio n date, the Plain tiffs’ breach o f contr act claim was tim ely assert ed. Accordingly, the Motions are DENIED wit h respect to the bre ach of co ntract claim. B. S UMMARY J UDGME NT O N T HE F RAUD C LAIM I S G RANTE D. Un der Delaware law, to prove fraud, a plaintiff must establish: “(i) a false represen tation made by the defendant; (ii) the defend ant kn ew or bel ieved the r epresen tation was false o r was reckle ssly indiff erent to its truth; (iii) the defendant intended to induce the plaintiff to act or refrain f rom acting; (iv) the pla intiff ac ted or refr ained from a cting in justif iable r eliance on th e representation; and (v) damage r esulted from suc h reliance. ” 135F 136 Corona contends that it is entitled to summary judgment on the Plaintiffs’ fraud claim for four independent reasons. First, Corona claims that because the Plaintiffs did not have the right to veto the Eighth Amendment, the Plaintiffs could not have justifiably relied on any purpor ted 133 Pl. Mot. at 1 6. 134 Id. at 6. 135 See Pl. Mot., Ex. H § 10.6. 136 Matri x Parent, Inc. v. A udax Manage ment C o., LL C, 319 A.3d 909, 932 (D el. Supe r. J une 27, 2 024).

24 fraudu lent state ment. 136F 137 Second, Corona argues that because there is no evidence that the Plaintiffs consented to the Eighth Amendment, there is no evidence that Plaintiffs relied on any alleged fraudulent statement or that Corona intended to induce reliance. 137F 138 Third, Corona contends that because the Eighth Amendment does not reference the reimbursement re quirement, Corona could not have made the alleged fraudulent statement. 138F 139 Fourth, Corona asserts tha t the Plaintiff s’ arguments ar e inconsistent with the Sec ond Amended Complaint ’s alleg ations and that such arguments are contradicted by documentary evidence. 1 9F 140 In response, the Plaintiffs assert that Corona is not entitled to summary judgment as the Plain tiffs’ frau d claim raises genuine i ssues of f act. 140F 141 The Plaintiffs allege that Corona ignores pertinent facts purportedly showing that the Plaintiffs justifiably relied on Corona’s inducement and obtainment of consent to the Eighth Amendment. 141F 142 Moreover, the Plaintiffs conte nd that there is a genuin e issue o f materi al fact as to wh ether a mis represent ation o f fact w as made. 142F 143 1. Corona did not make a false representation of material fact or intend to induce reliance on such a representation as to the Eighth Amendment. Corona argues that, because the Eighth Amendment does not reference the rent reimbursement provision in Section 8.10(b), Mr. Gallo could not have made a false representation regarding the Eighth Amendment. 143F 144 Specific ally, Coron a claims that Mr. Gallo could not have referred to $480,000 in lost EBITDA resulting from the proposed Eighth Amendment. 144F 145 137 Def. Mot. at 20. 138 Id. at 24. 139 Id. at 28. 140 Id. at 29. 141 Pl. Opp’n. a t 17. 142 See id at 17 - 18. 143 Id. at 19. 144 Def. Mot. at 28. 145 Id.

25 The Plaintiffs argue that Corona’s assertion ignores contrary evidence showing that a false rep resent ation was made. 145F 146 The Plaintiffs allege that Mr. Thompson had a right to take legal ac tion aga inst the previou s landlord of the Lanc aster Facility if the facility was lea sed to a new landlord without the Plaintiffs consent. 146F 147 The Plaintiffs c laim that, to a void this, Mr. Gallo told Mr. Thompson that the Plaintiffs’ rent reimbursement obligation under the MIPA would end as of June 30, 2021. 147F 148 Moreover, Mr. Thompson stated that this would n ot harm the Plaintiffs as $480,000 in “tenant improvements” provided for in the Eighth Amendment would go towards EBITDA. 148F 149 In response, Corona note that the Plaintiffs “change their story” regarding their fraud claim i n a manner and that is contradicted by evidence. 149F 150 Corona claims that Mr. Gallo never told Mr. Thompson that EPO no longer had an obligation to pay rent after June 30, 2021. 150F 151 Moreover, Corona states that Mr. Gallo mad e “crys tal clear ” on three s eparat e occasi ons that reducing or eliminating EPO’s rent obligations would reduce EBITDA. 151F 152 In support of this argument, Corona relies upon a series of emails between Mr. Gallo and Mr. Thompson indicating that Mr. Gallo made Mr. Thompson aware of the fact that his position on EPO’s rent obligations would negatively affect EBITDA. The Court finds that Co rona did n ot make a f alse rep resent ation of m ateria l fact. T he Plaintiffs’ fraud claim is based upon Mr. Gallo’s statement that approximately $500,000 in tenant improvement monies would be recognized as EBI TDA. As such, the Plaintiffs wou ld receive approximately $2 million from the Eighth Amendment as par t of the earnout payment. 146 See Pl. Opp’n. at 1 7 - 19. 147 See id. at 18 - 19. 148 See id. 149 Id. 150 Def. Mot. at 29. 151 Id. at 32. 152 Id. at 32 - 33.

26 While this statement turned out not to be true, Corona was entirely transparent as to the effect of reducing or eliminating EPO’s rent obligations. As a pre liminary ma tter and contra ry to the Plaintiffs’ argument, EPO ’s rent obliga tion did not cease on June 30, 2021. In fact, Mr. Thompson recognized that EPO’s re nt obligation continued past June 30, 2021, and was accruing throughout 2021. For example, on November 10, 2021, Mr. Thompson wrote to Mr. Gallo indicating that EPO had overpaid its rent obligations as SFL had been occupying more than 103,318 square feet of the Lancaster Facility. 152F 153 On December 10, 2021, in an apparent attempt to remedy the situation, Mr. Gallo responded that Stir Foods would agree to pay $65,000 per month for all of 2021 as compared to the $50,000 per month provided for in the MIPA. 153F 154 Mr. Gallo further stated to Mr. Thompson that “[Corona] will do whatever you feel is fair, it will just end up impacting ear nout EBITDA.” 154F 155 Thus, t he abov e exchang e indicates that the Plai ntiffs w ere aware t hat thei r rent obligation did not cease on June 30, 2021, notwithstanding any purported misrepresentations to the contrary. Moreover, Mr. Gallo’s statement regarding the effect of reducing or eliminating rent obligations as to the potential earnout does not constitute a misrepresentation. In fact, the record provides three separate instances where Mr. Gallo explained to Mr. Thompson that a reduction or elimination of rent obligations could negatively impact EBITDA. In addition to the example provided above, on January 5, 2022, Mr. Thompson requested a write- off from Mr. Gallo claiming tha t EPO paid $16,000 more in rent in 2021 than it should have. 155F 156 In response, Mr. Gallo warned Mr. Thompson that a potential write-off of the $16,000 would negatively impact 153 See Def. Mot. at 30, A pp. Ta b 49. 154 See Def. Mot. at 30, A pp. Ta b 51. 155 Id. 156 Def. Mot. a t 32, A pp. Ta b 53.

27 EBITDA. Specific ally, i n a subseq uent emai l, Mr. Gallo st ated “[p]l ease hav e Alex wr ite off th e EPO rent receivable (will affect EBITDA), charge the remaining 16k (also to rent – also impa cts EBITDA).” 156F 157 The reco rd is cl ear that, contrary to the Plaintiffs’ position, Corona was transparent regarding how EBITDA could be negatively affected by the Plaintiffs’ altering their rent obligations. Thus, the Court finds that Corona did not make a false representation of material fact. Moreover, the Court finds that Corona’s transparency as to the effec t of the Plaintiffs alte ring their rent obligations indicates that Corona did not intend to induce any sort of reliance on the purported misrepresentation. The Court finds that the Plaintiff s have failed to advance evi dence capable o f satis fying th e elemen ts of (i) a false represent ation and (ii) int ent t o induce rel iance. 2. The Plaintiffs did not ju stifiably re ly on the alle ged misrepr esentation of ma terial fact as the P laintiffs’ c onsent was not r equired fo r the Eighth Amendme nt. Corona argues that because the Plaintiffs did not have the right to veto the Eighth Amendment, the Plaintiffs could not have justifiably relied on any pur ported fraudulent statemen t. 157F 158 In support of this argument, Corona claims that the MIPA is devoid of a provision requiring the Plaintiffs’ consent regarding transfers of the Lease of the Lancaster Facility. 158F 159 The Plaintif fs conte nd that a mate rial issue of fact exists as to whethe r the Plaintiffs justifiably relied upon Corona’s representations. 159F 160 Specific ally, the Pla intiffs c laim that the y justifiably relied on Corona’s misrepresentations by “agreeing to not ‘derail the sale of the [Lancaster Facility] and the [Eighth] Amendment.’” 160F 161 157 Id. 158 Def. Mot. at 20. 159 See id. at 22. 160 Pl. Opp’n. a t 17. 161 Id. at 19.

28 Under the MIPA, the Plaintiffs assigned the lease of the Lancaster Facility to Corona. Section 8.10(a) states: [a] s a conseq uenc e of the assi gnment of the Lease b y the Asset Sellers to the Company pursuant to the Agreement re: Lease, the Company shall assu me the Asset Sellers’ obligations under the Lease to the extent such obligations first ar ise following the Closing Date, including the obligation to pay, on a monthly basis, the Base Ren t (as defin ed in t he Lease), the Addit ional R ent (as defi ned in th e Lease), and the p ro rata share o f the C ommon Are a Exp enses (as defin ed in the L ease) (collectively, the “Monthly Rent/ CAM Expen se”). 161F 162 Further, MIP A Section 8.10(b) provides that, whil e Stir Foords occupied no more than 103,318 square f eet of the L ancaster F acility, the Plain tiffs would reimbur se Stir Foods the differe nce between the total amount of rent and $50,000, less any rent paid by subtenants. 162F 163 Th e M IPA does not contain a provision which requires the Plaintiffs to consent to any subsequent assign ment of t he lease. Here, the Cou rt finds that the Plaintiffs ha ve fa iled to establish justifiable relianc e base d upon their consent to the Eighth Amendment. The Plaintiffs’ consent was simply not required under the MIPA. The now developed record supports this fact. During his deposition, Mr. Thompson admitted that the Plaintiffs’ consent was not required for amendments to the Lease. Specifically, the deposition transcript of Mr. Thompson states: Q: And there’s nothing in the [MIPA] that gave either Plaintiffs or you or [Mr. Thompson’s wife] personally the right to veto any amendments to the leases, correct? A: There’s nothing that says we have to sign off on any new lease. 163F 164 As the Court previously stated in its opinion on the Plaintiffs’ Motion for Leave to File the Second Amended Complaint, “[i]f there was no consent required, it is hard to find justifiable 162 See Pl. Mot., Ex. H § 8.10(a). 163 See Pl. Mot., Ex. H § 8.10(b). 164 Def. Mot., App. Tab 8 at 75:5 - 12.

29 reliance. Without needing Plaintiffs’ consent, [Corona], no matter what was repre sented to Plaintiffs, could do what it wanted in terms of the lease agreement.” Taking the terms of the MIPA in conjunction with the deposition testimony of Mr. Thompson, th e record m akes cle ar that the Plaintiffs’ consent was not required for the Eighth Amendment. Thus, the Court finds that the Plainti ffs cannot e stablish justifiable reliance based upon their consent to the Eighth Amendment as the Plaintiffs did not have a right under the MIPA to veto amendments to the lease. The Plaintif fs’ ar gument tries to c ircumvent the fact that their consent to subsequent Lease amendments was not required under the MIPA. Specific ally, the Plaintiffs seem to argue that the Plaintiffs could have obstruc ted the execution Eight h Amendment by taking legal ac tion against Mr. Harrison but chose not to sue due to Mr. Gallo’s representations. Th at is not the nature of the Pla intiffs’ fraud claim. The Plaintiffs pled that they suffered damages in that the EBITDA, and thus the earnout, was reduced becaus e of the Eighth Ame ndment. The Pla intiffs did not plead that they were damaged based upon their decision to forego legal action indirectly relating to the Eighth Amendment. As a resu lt, the Plaintif fs cannot now re ly on an argument regarding their decision not to “derail” the Eighth Amendment by deciding not to pursue legal action. T he Plaintiffs’ consent was not required for the execution of the Eighth Amendment and, therefor e, the Plaintiffs cannot prove justifiable reliance based upon their provision of such consent. It is for th ese reaso ns, the Defendant’s Motion is GRANT ED with respect to th e Plaintiffs ’ fraud claim.

30 VI. CONCLUSIO N For the reasons set forth above, the Court DENIES the Plaintiffs’ Motion and GRANTS IN PART and DENIES IN PART the Defendant’s Motion. IT IS S O ORDERED. February 1 8, 2026 Wilmington, Delaware /s/ Eric M. Davis Eric M. Davis, President Judge cc: File&S erveXpres s