Contract analysis

Section 1.1 — Definitions 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 Parent, Merger Sub, or any of their respective Affiliates) relating to any (a) merger, consolidation, business combination, recapitalization, liquidation, dissolution, or similar transaction involving the Company or a

Section 1.2 — Interpretation (a) The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. All references herein to "Sections," "Articles," "Exhibits," and "Schedules" shall be deemed to refer to Sections of, Articles of, Exhibits to, and Schedules to this Agreement, unless otherwise specified. The words "hereof," "herein,

Section 2.1 — The Merger Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company (the "Merger"). As a result of the Merger, the separate corporate existence of Merger Sub shall thereupon cease, and the Company shall continue as the Surviving Corporation and shall be a wholly owned subsidiary

Section 2.2 — Closing The closing of the Merger (the "Closing") shall take place on the third (3rd) Business Day following the satisfaction or waiver (to the extent waiver is permitted by applicable Law) of all of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), at

Section 2.3 — Effective Time On the Closing Date, the parties shall cause a Certificate of Merger to be executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware or at such later time as Parent and the Co

Section 2.4 — Effects of the Merger The Merger shall have the effects set forth in this Agreement and in Sections 251 and 259 of the DGCL and all other applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, powers, immunities, and franchises of the Company and Merger Sub shall vest in the Surviving Corpo

Section 2.5 — Certificate of Incorporation of the Surviving Corporation At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety in the form of Exhibit A attached hereto and, as so amended and restated, shall be the certificate of incorporation of the Surviving Corporation (the "Surviving Corporation Cha

Section 2.6 — Bylaws of the Surviving Corporation At the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated in their entirety in the form of Exhibit B attached hereto and, as so amended and restated, shall be the bylaws of the Surviving Corporation (the "Surviving Corporation Bylaws") until thereafter amended in accordance with their terms, the Surviving Corporation Charter, and app

Section 2.7 — Directors and Officers of the Surviving Corporation The directors and officers of Merger Sub immediately prior to the Effective Time shall be the initial directors and officers, respectively, of the Surviving Corporation, each to hold office in accordance with the Surviving Corporation Charter and the Surviving Corporation Bylaws until their respective successors are duly elected or appointed and qualif

ARTICLE III — CONVERSION OF SECURITIES; MERGER CONSIDERATION

Section 3.1 — Conversion of Capital Stock At the Effective Time, by virtue of the Merger and without any action on the part of any holder of any capital stock of the Company or Merger Sub: (a) Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (each, a "Share"), other than Cancelled Shares and Rollover Shares, shall be converted into the right to re

Section 3.2 — Payment Procedures (a) Payment Fund. Prior to the Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent cash in an amount sufficient to pay the aggregate Per Share Merger Consideration to all holders of Shares (other than Cancelled Shares and Rollover Shares) in accordance with this Article III (such aggregate amount, the "Payment Fund"). The Payment Fund shall be investe

Section 3.3 — Escrow At the Closing, an amount equal to the Escrow Amount of One Hundred Forty Million Dollars ($140,000,000) shall be withheld from the aggregate Per Share Merger Consideration otherwise payable to the cashing-out stockholders of the Company on a pro rata basis (based on the number of Shares held by each such stockholder relative to the total number of Shares being cashed out) and shall be deposited

Section 3.4 — Treatment of Company Equity Awards (a) Stock Options. At the Effective Time, each option to purchase shares of Company Common Stock (each, a "Company Option") that is outstanding and unexercised immediately prior to the Effective Time, whether or not then vested or exercisable, shall be cancelled and converted into the right to receive a cash payment (without interest) equal to the product of (i) the ex

Section 3.5 — Adjustments The Per Share Merger Consideration and any other amounts payable pursuant to this Article III shall be equitably adjusted (without duplication) to reflect fully the appropriate effect of any stock split, reverse stock split, stock dividend (including any dividend or other distribution of securities convertible into Company Common Stock), reclassification, recapitalization, reorganization, or

Section 3.6 — Working Capital Adjustment (a) Target Net Working Capital. The Target Net Working Capital is Forty-Eight Million Five Hundred Thousand Dollars ($48,500,000). Net Working Capital shall be calculated in accordance with the accounting principles, methods, policies, practices, and procedures set forth on Schedule 3.6. (b) Working Capital Collar. No adjustment to the Aggregate Merger Consideration shall be m

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants to Parent and Merger Sub as of the date hereof and as of the Closing Date (except where a representation or warranty is expressly stated to be made as of a specific date, in which case such representation or warranty shall be made only as of such specific date), subject to the exceptions set forth in the corresponding secti

Section 4.1 — Organization, Standing, and Corporate Power (a) The Company is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. The Company has the requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as currently conducted. The Company is duly qualified or licensed to do business as a fo

Section 4.2 — Capitalization (a) The authorized capital stock of the Company consists of 250,000,000 shares of Company Common Stock, par value $0.001 per share, of which 140,000,000 shares are issued and outstanding on a fully diluted basis as of the date hereof. All outstanding shares of Company Common Stock are duly authorized, validly issued, fully paid, and nonassessable and were not issued in violation of any pr

Section 4.3 — Authority; Noncontravention (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby, including the Merger, subject only to the filing of the Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL. The execution, delive