Virland A. Johnson, Chief Financial Officer of JanOne Inc. acquired ARCA Canada Inc., ARCA Recycling, Inc. and Customer Connexx LLC from JanOne Inc. (NasdaqCM:JAN) for $25 million on March 9, 2023. The consideration consists of $1000 for each of the subsidiaries at the closing, a revolving line of credit from the buyer in the aggregate amount of $1 million and $24 million in aggregate monthly payments which are subject to potential increase due to the future performance. Each monthly payment is to be the greater of (a) $140,000 (or $100,000 for each January and February during the 15-year payment period) or (b) a monthly percentage-based payment, which is an amount calculated as follows: (i) 5% of the Subsidiaries' aggregate gross revenues up to $2,000,000 for the relevant month, plus (ii) 4% of the Subsidiaries' aggregate gross revenues between $2,000,000 and $3,000,000 for the relevant month, plus (iii) 3% of the Subsidiaries aggregate gross revenues over $3,000,000 for the relevant month. The buyer will receive credit toward the payment of the first monthly payment (March of 2023) for any payments, distributions, or cash dividends paid by any of the subsidiaries to the Seller on or after March 1, 2023. Board of Directors of JanOne unanimously approved the transaction. Randolf Katz of Clark Hill acted as legal advisor to JanOne Inc. James J. Gatziolis acted as legal advisor to Virland Johnson.

Virland A. Johnson, Chief Financial Officer of JanOne Inc. completed the acquisition of ARCA Canada Inc., ARCA Recycling, Inc. and Customer Connexx LLC from JanOne Inc. (NasdaqCM:JAN) on March 9, 2023.