Kustom Entertainment to acquire TFL (Tickets For Less) for $112M cash and stock

KUSTOM ENTERTAINMENT, INC.

• Deal value: $112M ($89.6M cash + $22.4M stock); plus $35M of TFL debt repayment at closing.
• TFL generated over $238M revenue in FY2025; deal expected immediately accretive to revenue, earnings, adjusted EBITDA.
• Closing conditions: stockholder approvals, financing, regulatory consents; outside date Oct 15, 2026 with 15-day extension.
• $11.2M Holdback Shares issued upon achieving Target EBITDA through CY2027; $1.5M total escrows ($0.5M adj + $1.0M indemn).
• Roth Capital exclusive financial advisor; fairness opinion rendered; TFL leadership to remain under long-term employment agreements.