Contract analysis

Section 1.1 — Limited Guarantee. Guarantor hereby irrevocably and unconditionally guarantees to Seller, subject to the terms, conditions, and limitations set forth in this Limited Guarantee, the due and punctual payment and performance of the Guaranteed Obligations (as defined in Section 1.2 below). This Limited Guarantee constitutes a guarantee of payment and performance and not merely a guarantee of collection. Sel

Section 1.2 — Guaranteed Obligations. As used in this Limited Guarantee, the term "Guaranteed Obligations" means the following payment obligations of Buyer arising under or in connection with the Purchase Agreement, and only the following payment obligations: (a) Reverse Termination Fee. The Reverse Termination Fee (as defined in the Purchase Agreement), if and to the extent that such Reverse Termination Fee becomes

Section 1.3 — Cap on Liability. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Purchase Agreement, or any other agreement, document, or instrument, the aggregate liability of Guarantor under this Limited Guarantee shall not exceed Nine Million Dollars ($9,000,000) (the "Cap"). The Cap represents five percent (5%) of the Purchase Price of One Hundred Eighty Million Dollars ($180,000,

Section 2.1 — Absolute and Unconditional. The obligations of Guarantor under this Limited Guarantee are absolute, irrevocable, and unconditional, irrespective of, and Guarantor hereby irrevocably waives any defenses it may have by reason of, any of the following: (a) any lack of validity, legality, or enforceability of the Purchase Agreement, the Equity Commitment Letter, or any other agreement or instrument relating

Section 2.2 — Continuing Guarantee. This Limited Guarantee is a continuing guarantee and shall remain in full force and effect until all Guaranteed Obligations have been indefeasibly satisfied, discharged, and paid in full or until this Limited Guarantee has been terminated in accordance with the provisions of Section 5 hereof. This Limited Guarantee shall not be discharged by the payment from time to time of any por

Section 2.3 — Waivers by Guarantor. Guarantor hereby unconditionally and irrevocably waives, to the fullest extent permitted by applicable law: (a) notice of acceptance of this Limited Guarantee by Seller or any other person; (b) presentment, demand for payment or performance, protest, and notice of dishonor or nonpayment with respect to any of the Guaranteed Obligations; (c) any right to require Seller to proceed ag

Section 2.4 — No Subrogation. Guarantor hereby irrevocably waives, until this Limited Guarantee has been terminated in accordance with the provisions of Section 5 hereof and all Guaranteed Obligations have been fully and indefeasibly paid and satisfied, any and all rights of subrogation, contribution, reimbursement, exoneration, indemnification, or other recourse that Guarantor may now or hereafter have against Buyer

Section 3.1 — Organization and Good Standing. Guarantor is a limited partnership duly formed, validly existing, and in good standing under the laws of the State of Delaware, with all requisite limited partnership power and authority to own, lease, and operate its properties and assets and to conduct its business as presently conducted. Ridgeway Capital GP III LLC is a limited liability company duly organized, validly

Section 3.2 — Power and Authority. Guarantor has full limited partnership power and authority to execute, deliver, and perform its obligations under this Limited Guarantee. Ridgeway Capital GP III LLC, in its capacity as the sole general partner of Guarantor, has full limited liability company power and authority to execute, deliver, and perform this Limited Guarantee on behalf of Guarantor. The execution, delivery,

Section 3.3 — Enforceability. This Limited Guarantee has been duly executed and delivered by Guarantor, acting through the General Partner, and constitutes the legal, valid, and binding obligation of Guarantor, enforceable against Guarantor in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent

Section 3.4 — No Conflicts. The execution, delivery, and performance by Guarantor of this Limited Guarantee does not and will not: (a) violate, contravene, or conflict with the Agreement of Limited Partnership of Guarantor or the Limited Liability Company Agreement or Certificate of Formation of Ridgeway Capital GP III LLC; (b) violate, contravene, or conflict with any applicable statute, law, rule, regulation, ordin

Section 3.5 — No Governmental Approvals Required. No consent, approval, order, authorization, license, permit, or validation of, or registration, declaration, qualification, or filing with, or notice to, any federal, state, local, or foreign governmental or regulatory authority or body is required on the part of Guarantor or the General Partner for or in connection with the execution, delivery, and performance by Gua

Section 3.6 — Sufficient Funds. Guarantor has, and at all relevant times during the term of this Limited Guarantee will have, sufficient uncalled capital commitments from its limited partners and/or liquid assets available to satisfy its obligations hereunder up to and including the full amount of the Cap (Nine Million Dollars ($9,000,000)). As of the date hereof, Guarantor's total committed capital from its limited

Section 4.1 — No Transfer of Assets to Avoid Obligations. Guarantor covenants and agrees that, during the term of this Limited Guarantee, Guarantor shall not, directly or indirectly, transfer, convey, distribute, or dispose of assets, or take any other action or series of actions, in each case, that is designed to, intended to, or would reasonably be expected to avoid, frustrate, delay, or impair Guarantor's ability

Section 4.2 — No Assignment. Guarantor shall not assign, transfer, or delegate any of its rights or obligations under this Limited Guarantee to any person or entity without the prior written consent of Seller, which consent may be withheld, conditioned, or delayed in Seller's sole and absolute discretion; provided, however, that Guarantor may, without the consent of Seller, assign its obligations under this Limited G

Section 5.1 — Termination Events. This Limited Guarantee shall terminate and be of no further force or effect automatically, and without any further action required on the part of any party, upon the earliest to occur of the following: (a) the consummation of the Closing under the Purchase Agreement, at which point Buyer's obligation to pay the Purchase Price shall have been satisfied (or shall be in the course of be

Section 5.2 — Survival After Termination. Notwithstanding the provisions of Section 5.1, if any Guaranteed Obligation has accrued or become due and payable prior to the occurrence of a termination event described in Section 5.1 and such Guaranteed Obligation remains unpaid and unsatisfied as of the date of such termination event, then this Limited Guarantee shall survive solely with respect to such accrued and unpaid

Section 6.1 — Governing Law. This Limited Guarantee and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Limited Guarantee and the transactions contemplated hereby, and the negotiation, execution, and performance hereof, shall be governed by, and construed and enforced in accordance with, the internal laws of the State of New

Section 6.2 — Jurisdiction and Venue. Each of Guarantor and Seller hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, and any appellate court from any thereof, in any action, suit, or procee

Section 6.3 — Waiver of Jury Trial. EACH OF GUARANTOR AND SELLER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING, ACTION, SUIT, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY O

Section 6.4 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted under this Limited Guarantee shall be in writing and shall be delivered to the applicable party at the address or email address set forth below (or to such other address or email address as such party may designate by written notice to the other party in accordance with this Section 6.4): If to Gua

Section 6.5 — Entire Agreement. This Limited Guarantee, together with the Purchase Agreement and the Equity Commitment Letter dated April 22, 2025, constitutes the entire agreement between Guarantor and Seller with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, correspondence, representations, warranties, agreements, and understandings, whether oral or wri

Section 6.6 — Amendments and Waivers. No amendment, modification, or supplement of any provision of this Limited Guarantee shall be valid or effective unless made in writing and duly executed by each of Guarantor and Seller. The prior written consent of Guarantor shall be required for any amendment, modification, waiver, or supplement to the Purchase Agreement that would have the effect of (a) increasing the amount o

Section 6.7 — Successors and Assigns. This Limited Guarantee shall be binding upon Guarantor and its successors and permitted assigns and shall inure to the benefit of Seller and its successors and permitted assigns. Seller may not assign, transfer, or delegate its rights, interests, or obligations under this Limited Guarantee to any person or entity without the prior written consent of Guarantor, which consent shall

Section 6.8 — No Third-Party Beneficiaries. This Limited Guarantee is made and entered into solely for the benefit of Seller and its successors and permitted assigns, and is not intended to, and shall not, confer upon any other person or entity any rights, benefits, claims, causes of action, or remedies of any kind whatsoever, whether as a third-party beneficiary or otherwise, and no other person or entity shall have

Section 6.9 — Counterparts. This Limited Guarantee may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original, and all of which counterparts together shall constitute one and the same instrument. The delivery of an executed counterpart of a signature page of this Limited Guarantee by facsimile or other electronic transmission (including by email in portable d

Section 6.10 — Severability. If any term, provision, covenant, or restriction of this Limited Guarantee is held by a court of competent jurisdiction or other governmental authority to be invalid, void, illegal, or unenforceable in any respect, the remainder of the terms, provisions, covenants, and restrictions of this Limited Guarantee shall remain in full force and effect and shall in no way be affected, impaired, o

Section 6.11 — Specific Performance. Seller shall be entitled to seek an order of specific performance to enforce Guarantor's obligations under this Limited Guarantee, in addition to any and all other remedies to which Seller may be entitled at law or in equity, subject in all cases to the Cap. Guarantor acknowledges and agrees that a breach of its obligations under this Limited Guarantee would cause irreparable harm

Section 6.12 — No Recourse Beyond Guarantor. Seller hereby acknowledges and agrees that no recourse shall be had under or in connection with this Limited Guarantee or any Guaranteed Obligation, whether by enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any applicable law, rule, or regulation, whether in contract, tort, or otherwise, against any of the following persons or entiti

Section 6.13 — Relationship to Other Agreements. The parties acknowledge and agree that this Limited Guarantee is being delivered in connection with, and as an integral part of, the transactions contemplated by the Purchase Agreement. In connection with such transactions, the parties acknowledge the following related agreements and arrangements: (a) Equity Commitment Letter. Guarantor has delivered to Buyer an Equity