Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "APA" means that certain Asset Purchase Agreement dated as of June 15, 2025, by and among Recipient and Provider, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with its terms. "Closing Date" has the meaning ascribed to such term in the APA. The Parties ack

Section 1.2 — Interpretation; Cross-References to APA (a) The headings and captions contained in this Agreement are inserted for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. Unless the context otherwise requires, (i) the words "herein," "hereof," "hereunder," and "hereto" refer to this Agreement as a whole and not to any particular Article, Section, or provision;

Section 2.1 — Provision of Services (a) Provider shall provide, or cause to be provided, to Recipient the Services described in the Service Schedules attached hereto as Exhibit A during the Service Period. The Services to be provided by Provider pursuant to this Agreement include the following general categories: (i) Payroll Processing Services, as more fully described in Schedule A-1, including the processing of bi-

Section 2.2 — Standard of Service; Performance Standards (a) Provider shall perform each Service in accordance with the applicable performance standards and service levels set forth in the relevant Service Schedule. The Service Schedules set forth specific performance metrics, response times, and quality benchmarks for each category of Service, and Provider shall use commercially reasonable efforts to meet or exceed

Section 2.3 — Subcontracting (a) Provider shall not subcontract, delegate, or otherwise transfer the performance of any Service or any material portion thereof to any third party without the prior written consent of Recipient, which consent shall not be unreasonably withheld, conditioned, or delayed. (b) Notwithstanding Section 2.3(a), Provider may, without obtaining Recipient's prior written consent, utilize third-p

Section 2.4 — Excluded Services (a) Provider shall have no obligation to provide any services that are not expressly described in the Service Schedules or that have not been agreed to by the Parties in writing pursuant to Section 2.5 as additional services. (b) Without limiting the generality of Section 2.4(a), Provider shall have no obligation to provide legal, tax, accounting (other than the administrative and back

Section 2.5 — Additional Services (a) From time to time during the Service Period, Recipient may request that Provider provide additional transitional services not described in the Service Schedules. Any such request shall be made in writing and shall describe the proposed additional services in reasonable detail, including the scope, estimated duration, and desired timeline. (b) Provider may, in its sole and absolut

Section 2.6 — Access and Cooperation (a) Recipient shall provide Provider and Provider Personnel with reasonable access to Recipient's facilities (including the Butler Facility and the Meadville Facility, which will be operated by Recipient following the Closing), systems, data, networks, and personnel as reasonably necessary for Provider to perform the Services. Such access shall be provided during normal business h

ARTICLE III — SERVICE FEES AND PAYMENT

Section 3.1 — Service Fees (a) In consideration of the provision of the Services, Recipient shall pay Provider the Service Fees for each Service during the Service Period. The Service Fees for each Service shall be calculated at Provider's actual, documented cost of providing such Service, plus a markup of five percent (5%) (i.e., cost plus 5%). (b) For purposes of this Agreement, "actual cost" of a Service shall inc

Section 3.2 — Invoicing (a) Provider shall prepare and deliver to Recipient itemized invoices on a monthly basis, within fifteen (15) days following the end of each calendar month during the Service Period (or, with respect to the final month of the Service Period, within fifteen (15) days following the expiration or termination of this Agreement). (b) Each invoice shall set forth in reasonable detail: (i) the Servic

Section 3.3 — Payment Terms (a) Recipient shall pay each properly submitted invoice within thirty (30) days of Recipient's receipt of such invoice. Each invoice shall be deemed "properly submitted" if it complies with the requirements of Section 3.2 and is delivered to the Recipient Contact at the address or email address specified in Section 10.6. (b) All payments shall be made by wire transfer of immediately availa

Section 3.4 — Disputed Invoices (a) If Recipient in good faith disputes any portion of an invoice, Recipient shall (i) pay the undisputed portion of such invoice in accordance with Section 3.3, and (ii) provide written notice to Provider of the disputed amount within fifteen (15) days of Recipient's receipt of the invoice. Such written notice shall specify in reasonable detail the amount in dispute, the Service(s) to

Section 3.5 — Taxes (a) All Service Fees set forth in this Agreement and the Service Schedules are exclusive of any applicable sales, use, value-added, goods and services, excise, or other similar taxes or governmental charges (collectively, "Transfer Taxes"). Recipient shall be responsible for and shall pay all Transfer Taxes imposed on the Services or on the payment of Service Fees, whether assessed against Provide

Section 3.6 — No Set-Off Except as otherwise expressly provided in the APA, Recipient shall not set off, deduct, or withhold any amounts from Service Fees payable hereunder on account of any claims, counterclaims, demands, or other obligations that Recipient may have or assert against Provider, whether arising under this Agreement, the APA, or otherwise. This Section 3.6 shall not limit Recipient's right to dispute i

ARTICLE IV — TRANSITION AND MIGRATION

Section 4.1 — Transition Managers (a) Within five (5) business days after the Closing Date, each Party shall designate a Transition Manager who shall serve as such Party's primary point of contact for the day-to-day coordination, management, and oversight of the Services and the transition and migration activities contemplated by this Agreement. Each Party shall notify the other Party in writing of the identity and c

Section 4.2 — Migration Plan (a) Within thirty (30) days after the Closing Date, the Parties, acting through their respective Transition Managers, shall jointly develop a Migration Plan for each Service. The Migration Plan shall be set forth in a written document agreed to by both Transition Managers and shall include, at a minimum, the following elements for each Service: (i) a description of the steps and activitie

Section 4.3 — Early Termination of Individual Services (a) Recipient may terminate any individual Service prior to the expiration of the applicable Service Period by providing not less than thirty (30) days' prior written notice to Provider specifying the Service to be terminated and the proposed effective date of termination. (b) Upon termination of an individual Service pursuant to this Section 4.3, Recipient shall

Section 4.4 — Cooperation During Transition (a) Provider shall make Provider Personnel reasonably available for knowledge transfer sessions, training, and consultation to facilitate Recipient's assumption of the Services. Such knowledge transfer sessions may include in-person meetings, telephone or video conference calls, and on-site training at the Butler Facility or the Meadville Facility, as reasonably requested b

ARTICLE V — CONFIDENTIALITY AND DATA PROTECTION

Section 5.1 — Confidential Information (a) Each Party (the "Receiving Party") shall hold in strict confidence all Confidential Information of the other Party (the "Disclosing Party") that is obtained by the Receiving Party in connection with this Agreement, and shall not disclose, publish, or otherwise disseminate such Confidential Information to any third party or use such Confidential Information for any purpose ot

Section 5.2 — Permitted Disclosures Notwithstanding Section 5.1, the Receiving Party may disclose Confidential Information of the Disclosing Party: (a) to the extent required by applicable law, regulation, or order of any Governmental Authority or any court of competent jurisdiction, provided that the Receiving Party shall (to the extent legally permitted) provide the Disclosing Party with prompt written notice of su

Section 5.3 — Data Protection and Security (a) Provider shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect the confidentiality, integrity, and availability of Confidential Information in Provider's possession or control, including employee personally identifiable information for the approximately three hundred forty (340) current or former emplo

Section 5.4 — Return or Destruction of Information (a) Upon the expiration or termination of this Agreement (or, with respect to any individual Service, upon the termination of such Service), Provider shall, at Recipient's election, promptly return to Recipient or securely destroy all Confidential Information of Recipient in Provider's possession or control, including all copies, extracts, and summaries thereof, whet

ARTICLE VI — TERM AND TERMINATION

Section 6.1 — Term This Agreement shall commence on the Closing Date and shall expire on the Expiration Date (i.e., the date that is one hundred twenty (120) days after the Closing Date), unless earlier terminated in accordance with this Article VI or extended in accordance with Section 6.6. Assuming a Closing Date of July 31, 2025, the Expiration Date is November 28, 2025. The term of any individual Service may be s

Section 6.2 — Termination by Recipient (a) Recipient may terminate this Agreement in its entirety at any time by providing not less than thirty (30) days' prior written notice to Provider. Upon such termination, the provisions of Section 6.5 shall apply. (b) Recipient may terminate any individual Service prior to the expiration of the applicable Service Period in accordance with Section 4.3.

Section 6.3 — Termination by Provider (a) Provider may terminate this Agreement in its entirety, or with respect to any individual Service, if Recipient fails to pay any undisputed amounts due under this Agreement when due and such failure continues for a period of thirty (30) days after Recipient's receipt of written notice from Provider specifying the overdue amount and demanding payment. (b) Provider may terminate

Section 6.4 — Termination for Force Majeure Either Party may terminate any Service affected by a Force Majeure Event if such Force Majeure Event renders the performance of such Service impracticable for a period exceeding forty-five (45) consecutive days. The terminating Party shall provide written notice to the other Party specifying the affected Service and the effective date of termination, which shall be not less

Section 6.5 — Effect of Termination (a) Upon the expiration or termination of this Agreement (whether in whole or with respect to any individual Service), Provider shall have no further obligation to provide the terminated or expired Services, except as otherwise provided in this Section 6.5 and Section 6.5(d). (b) Recipient shall pay all accrued and unpaid Service Fees for the terminated or expired Services through

Section 6.6 — Extension of Service Period (a) The Service Period may be extended with respect to any individual Service for one (1) additional thirty (30)-day period beyond the scheduled expiration of such Service, upon written request by Recipient delivered to Provider not less than fifteen (15) days prior to the scheduled expiration of such Service. Provider's consent to any such extension shall be required, but sh

Section 7.1 — Indemnification by Provider Provider shall indemnify, defend, and hold harmless Recipient and its affiliates (including Ridgeway Capital Partners Fund III, LP), and each of their respective officers, directors, managers, members, employees, agents, successors, and assigns (collectively, the "Recipient Indemnified Parties") from and against any and all losses, liabilities, damages, claims, judgments, pen

Section 7.2 — Indemnification by Recipient Recipient shall indemnify, defend, and hold harmless Provider, its shareholders (Gerald W. Horvath, Patricia A. Horvath, and Michael G. Horvath), and each of their respective officers, directors, employees, agents, heirs, successors, and assigns (collectively, the "Provider Indemnified Parties") from and against any and all Losses arising out of, resulting from, or relating

Section 7.3 — Indemnification Procedures (a) Notice of Claims. The Party seeking indemnification (the "Indemnified Party") shall promptly notify the Party from whom indemnification is sought (the "Indemnifying Party") in writing of any claim, action, suit, proceeding, demand, or other matter giving rise to a right of indemnification under this Article VII (a "Claim"), specifying in reasonable detail the nature of the

Section 7.4 — Relationship to APA Indemnification (a) The indemnification obligations set forth in this Article VII are separate from, independent of, and in addition to the indemnification provisions set forth in Article VIII of the APA. The indemnification obligations under this Agreement and the indemnification obligations under the APA are cumulative and not alternative, and the exercise of rights under one shall

ARTICLE VIII — LIMITATION OF LIABILITY

Section 8.1 — Cap on Liability Except in the case of Losses arising from (a) gross negligence, (b) willful misconduct, (c) fraud, or (d) a breach of Article V (Confidentiality and Data Protection), the aggregate liability of either Party under this Agreement (whether arising in contract, tort, strict liability, or otherwise) shall not exceed the total amount of Service Fees actually paid or payable by Recipient to Pr

Section 8.2 — Exclusion of Consequential Damages EXCEPT IN THE CASE OF LOSSES ARISING FROM (A) GROSS NEGLIGENCE, (B) WILLFUL MISCONDUCT, (C) FRAUD, OR (D) A BREACH OF ARTICLE V (CONFIDENTIALITY AND DATA PROTECTION), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND (INCLUDING LOST PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS

Section 8.3 — Essential Basis of the Bargain Each Party acknowledges and agrees that the limitations on liability and exclusions of damages set forth in this Article VIII are an essential element of the consideration given by each Party under this Agreement, reflect a fair and reasonable allocation of risk between the Parties in light of the nature and scope of the Services and the Service Fees, and shall apply notwi

ARTICLE IX — DISPUTE RESOLUTION

Section 9.1 — Escalation (a) In the event of any Dispute arising out of or relating to this Agreement, the Parties shall first attempt to resolve such Dispute through good faith negotiations between the Transition Managers. The Transition Managers shall meet (in person or by telephone or video conference) within five (5) business days after one Party provides written notice of the Dispute to the other Party and shall

Section 9.2 — Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. The Parties agree that this governing law provision i

Section 9.3 — Jurisdiction and Venue Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the state 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, for the purposes of any action, suit, or proceeding arising out of or relating to this Agreement. Each Party irrevocably and u

Section 9.4 — Waiver of Jury Trial EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. THIS WAIVER SHALL APPLY WHETHER ANY SUCH ACTION, SUIT, OR PROCEEDING ARISES IN CONTRACT, TORT (I

ARTICLE X — GENERAL PROVISIONS

Section 10.1 — Relationship of the Parties (a) Provider is and shall remain an independent contractor with respect to the provision of the Services. Nothing in this Agreement shall be construed to create any relationship of employment, agency, partnership, joint venture, or any other fiduciary relationship between Provider and Recipient. Provider shall have sole control over the manner and means of performing the Ser

Section 10.2 — No Third-Party Beneficiaries Except for the Recipient Indemnified Parties and the Prov