Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Acquisition Proposal" means any inquiry, proposal, or offer from any Person (other than Buyer or its Affiliates) relating to any (a) direct or indirect acquisition of all or any material portion of the assets of the Company, (b) direct or indirect acquisition of any equity interests of the Company, (c)

Section 1.2 — Interpretation For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires: (a) The words "hereof," "herein," "hereunder," "hereby," and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The terms defined in the singular have a comparable meaning whe

ARTICLE II — THE MERGER; CONSIDERATION; CLOSING

Section 2.1 — The Merger Upon the terms and subject to the conditions of this Agreement, and in accordance with Section 18-209 of the DLLCA, at the Effective Time, the Company shall be merged with and into Merger Sub. As a result of the Merger, the separate existence of the Company shall cease at the Effective Time, and Merger Sub shall continue as the surviving entity of the Merger (the "Surviving Entity") under the

Section 2.2 — Effective Time On the Closing Date, the Parties shall cause the Certificate of Merger, substantially in the form attached hereto as Exhibit D, to be duly executed and filed with the Secretary of State of the State of Delaware in accordance with Section 18-209 of the DLLCA. The Merger shall become effective at the time of such filing or at such later time as may be agreed upon by the Parties and specifie

Section 2.3 — Organizational Documents of the Surviving Entity (a) The limited liability company agreement of Merger Sub as in effect immediately prior to the Effective Time shall be the limited liability company agreement of the Surviving Entity as of and following the Effective Time, until thereafter duly amended in accordance with its terms and applicable law. (b) The certificate of formation of Merger Sub as in e

Section 2.4 — Managers and Officers of the Surviving Entity The managers and officers of Merger Sub immediately prior to the Effective Time shall be the initial managers and officers of the Surviving Entity as of and following the Effective Time, each to hold office in accordance with the provisions of the limited liability company agreement of the Surviving Entity and applicable law.

Section 2.5 — Effect of the Merger on Membership Interests (a) Conversion of Company Membership Interests. At the Effective Time, each Membership Interest issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of any Party or the holder of such Membership Interest, be converted into the right to receive, with respect to each such membership uni

Section 2.6 — Closing (a) Closing Date. The Closing shall take place remotely via the electronic exchange of documents and signatures on the third (3rd) Business Day following the satisfaction or waiver of all conditions to the Closing set forth in Article VI (other than those conditions which by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closi

Section 2.7 — Working Capital Adjustment (a) Target Net Working Capital. The Target Net Working Capital is Four Hundred Eighty-Five Thousand Dollars ($485,000). As used in this Agreement, "Net Working Capital" means the current assets of the Company minus the current liabilities of the Company, in each case determined in accordance with GAAP applied consistently with the Company's past practice, as of 11:59 p.m. East

Section 2.8 — Earnout Consideration (a) Aggregate Earnout. In addition to the Closing Cash Consideration, the Sellers shall be eligible to receive up to an aggregate of Four Million Five Hundred Thousand Dollars ($4,500,000) in earnout payments (the "Earnout Consideration"), subject to and in accordance with this Section 2.8. The Earnout Consideration shall be allocated among the Sellers in accordance with their resp

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE SELLERS Each Seller, jointly and severally, represents and warrants to Buyer and Merger Sub as of the date hereof and as of the Closing Date (except for representations and warranties that speak as of a specific date, which shall be made as of such date), except as set forth in the corresponding section or subsection of the Disclosure Schedules delivered by the Sell

Section 3.1 — Organization and Good Standing The Company is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite limited liability company power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. The Company is duly qualified or licensed to do business and is i

Section 3.2 — Authority; Enforceability The Company has all necessary limited liability company power and authority to execute and deliver this Agreement and each ancillary agreement to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. Each Seller has the legal capacity and all necessary power and authority to execu

Section 3.3 — Capitalization The entire membership interest in the Company consists of one thousand (1,000) membership units. Eberhardt owns five hundred fifty (550) membership units, representing fifty-five percent (55%) of the total outstanding membership interests of the Company. Messina owns four hundred fifty (450) membership units, representing forty-five percent (45%) of the total outstanding membership intere

Section 3.4 — Title to Membership Interests Each Seller is the record and beneficial owner of, and has good and valid title to, such Seller's Membership Interests as set forth in Schedule 3.3, free and clear of all Liens, other than Permitted Liens and restrictions on transfer under the Company LLC Agreement, the DLLCA, and applicable federal and state securities laws. Upon consummation of the Merger, the Membership

Section 3.5 — No Conflicts; Consents (a) The execution, delivery, and performance by the Company and each Seller of this Agreement and the ancillary agreements, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) conflict with, or result in a violation or breach of, any provision of the certificate of formation or Company LLC Agreement, (ii) conflict with, or result in a

Section 3.6 — Financial Statements (a) The Sellers have delivered or made available to Buyer true, correct, and complete copies of the following financial statements (collectively, the "Financial Statements"): (i) the unaudited balance sheets and related statements of income and cash flows of the Company for the fiscal years ended December 31, 2022 and December 31, 2023 (the balance sheet dated December 31, 2023, the

Section 3.7 — Absence of Undisclosed Liabilities The Company does not have any liabilities, obligations, or commitments of any nature, whether accrued, absolute, contingent, or otherwise, whether known or unknown, and whether or not required by GAAP to be reflected on a balance sheet or in the notes thereto, except for (a) those liabilities that are reflected or reserved against on the Most Recent Balance Sheet (incl