Partnership / LLC Buy-Sell Agreement

BUY-SELL AGREEMENT

Entity:             Three Rivers Holdings, LLC
Entity type:        Multi-member LLC
Governing law:      State of Oregon
Effective date:     May 11, 2026

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1. PARTIES AND OWNERSHIP
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The Owners of the Entity as of the Effective Date are:

Devon Patel — 40%
Lisa Brennan — 35%
Amir Hassan — 25%

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2. PURPOSE
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This Buy-Sell Agreement (a) provides a market for an Owner's interest
upon a Triggering Event so that the remaining Owners are not forced
into business with strangers, heirs, ex-spouses, or creditors;
(b) establishes a binding valuation method to avoid disputes;
(c) restricts lifetime transfers so that ownership remains within the
agreed group; and (d) coordinates with insurance funding where
applicable.

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3. TRIGGERING EVENTS
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Each of the following is a Triggering Event with respect to the
affected Owner ("Affected Owner"):

____ Death of an owner.
____ Permanent disability (>180 days inability to perform duties).
____ Divorce (any portion of interest awarded to spouse triggers buyout).
____ Voluntary withdrawal / retirement.
____ Bankruptcy or insolvency of an owner.
____ Conviction of a felony involving the entity.
____ Material breach of operating/partnership agreement.
____ Deadlock (defined: 90+ days of unresolved major-decision impasse).
____ Termination of employment (for owner-employees).

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4. PURCHASE OBLIGATION
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4.1 Mandatory Purchase. Upon a Triggering Event of Death, Disability,
or Divorce, the Entity (or the remaining Owners pro rata, if the
Entity does not exercise) shall purchase the Affected Owner's interest
within 90 days at the Purchase Price.

4.2 Optional Purchase. Upon any other Triggering Event, the Entity
shall have the option (with the remaining Owners as backup) to
purchase the Affected Owner's interest within 90 days.

4.3 Allocation. Where remaining Owners purchase, the allocation is pro
rata in proportion to existing ownership unless the Owners agree
otherwise in writing within the 90-day period.

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5. PURCHASE PRICE — VALUATION METHOD
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Valuation method: Annual agreed-upon Certificate of Value, fallback to appraisal

If formula method:
Trailing 36-month average EBITDA × 4.0, less interest-bearing debt, plus cash and cash equivalents on the closing date. EBITDA calculated per generally accepted accounting principles applied consistently.

If annual Certificate of Value method: the Owners shall execute an
annual Certificate of Value within 90 days of fiscal year-end. If no
Certificate has been executed in the prior 24 months at the time of a
Triggering Event, the Purchase Price is determined by an independent
appraiser selected by the Entity and approved by the Affected Owner
(or the personal representative of a deceased Owner). If the parties
cannot agree, each selects an appraiser and those two select a third;
the average of the three appraisals is the Purchase Price.

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6. PAYMENT TERMS
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6.1 Terms. 20% down, balance over 60 months at applicable federal rate

6.2 Promissory Note. Any deferred portion is evidenced by a promissory
note bearing interest at the Applicable Federal Rate (per IRC §1274
and §7872) on the closing date, payable in equal monthly installments,
with the right of acceleration on default uncured after 30 days.

6.3 Security. The note is secured by the purchased interest and by a
personal guaranty of the purchasers (if remaining Owners) or by a
pledge of Entity assets (if Entity).

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7. LIFE / DISABILITY INSURANCE FUNDING
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7.1 Funding Structure. Cross-purchase: each owner owns policies on the others

7.2 Premium Allocation. Premiums are paid by the policy owner. Each
Owner cooperates with applications and physical exams.

7.3 Insurance Proceeds. To the extent insurance proceeds are received
on a Triggering Event, the proceeds are applied to the Purchase Price.
Excess insurance proceeds belong to the policy owner.

7.4 Cross-Purchase Tax Considerations. The parties acknowledge that
cross-purchase structures generally provide a step-up in basis to
purchasers (favorable for future sale) but multiple policies are
required (n × (n-1) policies). Entity-purchase structures use one
policy per Owner but provide no basis step-up. Hybrid structures
allow election at the time of trigger.

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8. LIFETIME TRANSFER RESTRICTIONS
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8.1 Right of First Refusal. Entity first, then remaining owners pro rata

8.2 Process. An Owner intending a lifetime transfer must give written
notice of the proposed terms (price, terms, transferee). The Entity
has 30 days to elect to purchase at the proposed terms. If declined,
the remaining Owners have 30 additional days to purchase pro rata.

8.3 Restriction Period. Lifetime transfers (other than to permitted
transferees defined below) are prohibited for 5 year(s) from
the Effective Date.

8.4 Permitted Transferees. An Owner may transfer to a revocable trust
of which the Owner is the sole trustee and primary beneficiary, or to
the Owner's spouse with the spouse signing this Agreement, without
triggering this section.

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9. CONFIDENTIALITY AND NON-COMPETE OF DEPARTING OWNER
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A departing Owner agrees not to (a) use or disclose Entity
Confidential Information; (b) for 2 years post-departure, solicit
Entity employees or customers; (c) for 1 year post-departure, compete
in the same business in the same geographic market (subject to state-
law enforceability — California, North Dakota, and Oklahoma have
strong restrictions on non-competes; the FTC has issued and litigated
non-compete rules). Where a non-compete is unenforceable, the non-
solicit and confidentiality provisions remain in effect.

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10. GENERAL
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10.1 Governing Law. This Agreement is governed by the laws of the
State of Oregon.

10.2 Specific Performance. The Owners acknowledge that money damages
are inadequate for breach of this Agreement and consent to specific
performance.

10.3 Entire Agreement. This Agreement, together with the operating or
partnership agreement of the Entity, constitutes the entire agreement
on this subject.

10.4 Amendment. This Agreement may be amended only by a writing signed
by all Owners.

10.5 Severability. If any provision is held unenforceable, the
remainder remains in effect.

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SIGNATURES
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Each Owner executes this Agreement as of the Effective Date:

Devon Patel — Managing Member
Lisa Brennan — Member
Amir Hassan — Member

By signing, each Owner agrees to be bound, including spousal consent
where applicable to address community-property and elective-share
considerations under state law.


_________________________________   _________________________________
Owner — printed name                   Spouse signature (if married)


_________________________________   _________________________________
Owner — printed name                   Spouse signature (if married)


_________________________________   _________________________________
Owner — printed name                   Spouse signature (if married)