Contract analysis

ARTICLE I DEFINITIONS AND INTERPRETATION

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Mezzanine Credit Agreement. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under

Section 1.2 Rules of Interpretation. (a) Unless the context otherwise requires, references in this Agreement to Articles, Sections, Exhibits, and Schedules shall be deemed references to Articles, Sections, Exhibits, and Schedules of this Agreement. (b) The table of contents and article, section, and paragraph headings contained in this Agreement are for convenience of reference only and shall not affect in any way th

ARTICLE II ISSUANCE OF WARRANTS

Section 2.1 Issuance. (a) The Company hereby issues to the Holder warrants (the "Warrants") to purchase that number of shares of Common Stock equal to 3.0% of the total outstanding Common Stock on a Fully-Diluted Basis (calculated on a post-exercise basis). The number of Warrant Shares as of the Issuance Date is set forth on Schedule 1 attached hereto and is based on the capitalization of the Company as of the Issuan

Section 2.2 Warrant Certificate. (a) Concurrently with the issuance of the Warrants, the Company shall deliver to the Holder one or more Warrant Certificates evidencing the Warrants. Each Warrant Certificate shall be substantially in the form attached hereto as Exhibit A. (b) Each Warrant Certificate shall specify: (i) the name of the registered Holder (Ridgeline Mezzanine Capital Fund III, LP), (ii) the number of Wa

Section 2.3 Detachability. (a) The Warrants are detachable from the Mezzanine Credit Agreement and may be transferred, exercised, or otherwise dealt with independently of any outstanding obligations under the Mezzanine Loan or any other Transaction Document. The Holder shall not be required to hold any principal amount of the Mezzanine Loan as a condition to the exercise, transfer, or enforcement of the Warrants. (b)

Section 2.4 Registration of Warrants. (a) The Company shall maintain at its principal office, or at such other office as it may designate by notice to the Holder, a register (the "Warrant Register") in which the Company shall record the name and address of the registered Holder (and each permitted transferee), the number of Warrant Shares issuable under each outstanding Warrant Certificate, and any transfers of Warra

ARTICLE III EXERCISE OF WARRANTS

Section 3.1 Exercise Period. The Warrants are exercisable at any time and from time to time, in whole or in part, commencing on the Issuance Date (September 29, 2023) and ending at 5:00 p.m. (New York City time) on the tenth (10th) anniversary of the Issuance Date (September 29, 2033) (the "Expiration Date"). Any Warrants not exercised on or prior to the Expiration Date shall automatically expire and become null and

Section 3.2 Exercise Price. The exercise price per Warrant Share shall be $0.01 (the "Exercise Price"), subject to adjustment from time to time as provided in Article IV. The Exercise Price is nominal and reflects the agreed consideration structure under the Mezzanine Credit Agreement, pursuant to which the primary consideration for the Warrants is the extension of credit by the Holder to the Company.

Section 3.3 Manner of Exercise. (a) To exercise all or any portion of the Warrants, the Holder shall deliver to the Company at its principal office (or such other office as the Company may designate): (i) a completed and duly executed Exercise Notice in the form attached hereto as Exhibit B, specifying the number of Warrant Shares to be purchased and the exercise method elected; (ii) the applicable Warrant Certificat

Section 3.4 Net (Cashless) Exercise. (a) In lieu of making a cash payment of the Exercise Price, the Holder may elect a net exercise (also referred to as a "cashless exercise") by so indicating on the Exercise Notice. Upon a net exercise, the Company shall issue to the Holder a number of Warrant Shares determined in accordance with the following formula: Net Warrant Shares = (A − B) × C / A Where: A = the Fair Market

Section 3.5 Issuance of Warrant Shares. (a) All Warrant Shares issuable upon exercise of the Warrants shall, when issued in accordance with the terms of this Agreement, be duly authorized, validly issued, fully paid, and nonassessable, and shall be free and clear of all liens, encumbrances, security interests, charges, and claims of any kind whatsoever, other than: (i) restrictions on transfer arising under applicabl

Section 3.6 Fractional Shares. No fractional shares of Common Stock shall be issued upon the exercise of the Warrants. If the exercise of the Warrants would result in the issuance of a fractional share, the Company shall, in lieu of issuing such fractional share, pay to the Holder an amount in cash equal to such fraction multiplied by the Fair Market Value per share of Common Stock as of the date of exercise, rounded

Section 3.7 No Rights as Stockholder Prior to Exercise. Except as otherwise expressly provided in this Agreement (including, without limitation, the anti-dilution protections set forth in Article IV, the information rights set forth in Section 5.3, the put rights set forth in Article VI, and the notice rights set forth in Section 5.4), the Holder shall not, by virtue of holding the Warrants, be entitled to any rights

ARTICLE IV ANTI-DILUTION ADJUSTMENTS

Section 4.1 Weighted-Average Broad-Based Anti-Dilution. (a) If at any time after the Issuance Date the Company issues or sells, or is deemed to issue or sell, any additional shares of Common Stock (or any securities convertible into or exchangeable or exercisable for shares of Common Stock) at a price per share (or having an effective conversion, exchange, or exercise price per share) less than the Fair Market Value

Section 4.2 Stock Splits, Combinations, and Dividends. (a) If at any time after the Issuance Date the Company effects a subdivision (stock split) of the outstanding Common Stock into a greater number of shares, or a combination (reverse stock split) of the outstanding Common Stock into a smaller number of shares, or issues shares of Common Stock by way of a stock dividend or other distribution, the number of Warrant

Section 4.3 Reorganizations, Mergers, Consolidations. (a) In the event of any capital reorganization of the Company, or any merger, consolidation, or similar business combination transaction in which the Common Stock is exchanged for or converted into other securities, cash, or property, the Warrants shall thereafter be exercisable for the kind and number of securities, cash, or other property that the Holder would h

Section 4.4 Distributions of Assets or Securities. (a) If at any time after the Issuance Date the Company distributes to all holders of Common Stock, as a class, any assets, securities (other than shares of Common Stock covered by Section 4.2), or evidence of indebtedness, whether by way of dividend, spin-off, split-off, or otherwise (other than cash dividends paid out of current earnings), the number of Warrant Shar

Section 4.5 Excluded Issuances. Notwithstanding anything to the contrary in Sections 4.1 through 4.4, no adjustment to the number of Warrant Shares or the Exercise Price shall be made as a result of any of the following issuances (collectively, "Excluded Issuances"): (a) shares of Common Stock (or options, restricted stock units, or other equity awards with respect thereto) issued or issuable to employees, officers,

Section 4.6 Certificate of Adjustment. (a) Upon any adjustment to the number of Warrant Shares or the Exercise Price pursuant to this Article IV, the Company shall promptly, and in any event within ten (10) Business Days following the effective date of such adjustment, deliver to the Holder a certificate executed by the Company's Chief Financial Officer (currently Janet R. Prescott, or her successor in such office) s

Section 4.7 No Impairment. The Company shall not, by amendment of its certificate of incorporation or bylaws, or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, or any other action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company. The Company shall at all

ARTICLE V COVENANTS OF THE COMPANY

Section 5.1 Reservation of Shares. (a) The Company shall at all times while any Warrants remain outstanding reserve and keep available, out of its authorized and unissued shares of Common Stock, a number of shares of Common Stock sufficient to permit the exercise in full of all outstanding Warrants (after giving effect to all adjustments pursuant to Article IV). (b) If at any time the number of authorized but unissue

Section 5.2 No Liens on Warrant Shares. All Warrant Shares, when issued upon the exercise of the Warrants, shall be free and clear of all taxes, liens, encumbrances, security interests, charges, and claims of any kind, other than: (a) restrictions on transfer arising under applicable federal and state securities laws; (b) restrictions set forth in the Registration Rights Agreement; and (c) any restrictions set forth

Section 5.3 Information Rights. So long as any Warrants remain outstanding and unexercised, the Company shall provide to the Holder the following information: (a) Annual Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year of the Company, audited consolidated financial statements of the Company and its subsidiaries for such fiscal year, prepared in accordance with generally acc

Section 5.4 Notice of Certain Events. The Company shall give the Holder at least twenty (20) Business Days' prior written notice (or, if twenty (20) Business Days' prior notice is not practicable, the maximum prior notice that is practicable under the circumstances) of: (a) any proposed or anticipated Change of Control; (b) any proposed or anticipated IPO, including the expected pricing date and the terms of the offe

Section 5.5 Compliance with Laws. The Company shall comply in all material respects with all applicable federal and state securities laws and regulations in connection with the issuance of the Warrants, the Warrant Certificate, and the Warrant Shares, including all required filings and registrations (or exemptions therefrom) under the Securities Act, the Securities Exchange Act of 1934, as amended, and applicable sta

Section 5.6 Tax Reporting. The Company and the Holder shall cooperate in good faith with respect to all tax reporting matters arising out of or relating to the issuance of the Warrants, including (a) the allocation of the issue price of the Mezzanine Loan between the debt component and the Warrants in a manner consistent with their mutual agreement and the applicable provisions of the Internal Revenue Code of 1986, a

Section 6.1 Put Right Triggers. The Holder shall have the right to require the Company to purchase all or any portion of the Warrants (whether exercised or unexercised) and, if the Warrants have been exercised, the Warrant Shares, at the Put Price upon the occurrence of any of the following events (each, a "Put Event"): (a) a Change of Control, as defined in Section 1.1, including any of the following: (i) any Person

Section 6.2 Exercise of Put Right. (a) The Holder may exercise its put right under this Article VI by delivering to the Company a written notice (a "Put Notice") specifying: (i) the number of Warrants (or Warrant Shares) being put to the Company; (ii) the Put Event giving rise to the put right; and (iii) the Holder's calculation of the Put Price. The Put Notice must be delivered within sixty (60) days following the o

Section 6.3 Put Price. (a) The "Put Price" shall equal the Fair Market Value of the Warrant Shares (calculated on an as-exercised basis with respect to any unexercised Warrants) as of the date of the Put Notice, less the aggregate Exercise Price that would be payable upon exercise (in the case of unexercised Warrants). (b) Fair Market Value shall be determined as follows: (i) If the Common Stock is publicly traded on

Section 6.4 Payment of Put Price. (a) The Put Price shall be payable in cash by wire transfer of immediately available funds to an account designated by the Holder on or before the Put Date. (b) If the Company is unable to pay the Put Price in full on the Put Date due to contractual restrictions contained in the Senior Credit Agreement, the Intercreditor Agreement, or any refinancing or replacement thereof, or due to

Section 6.5 Company Call Right (Tag-Along on Change of Control). (a) Upon a Change of Control, the Company (or the acquirer or successor entity in such Change of Control transaction) shall have the right, but not the obligation, to purchase all (but not less than all) outstanding Warrants (and, if exercised, all Warrant Shares) from the Holder at the Put Price determined in accordance with Section 6.3; provided that

ARTICLE VII TRANSFER PROVISIONS

Section 7.1 Transferability. (a) Subject to compliance with applicable securities laws and the provisions of this Article VII, the Warrants and the Warrant Shares are transferable by the Holder. (b) No transfer of Warrants or Warrant Shares shall be made to any Person that is a Competitor without the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned, or delayed. (c) T

Section 7.2 Transfer Procedures. (a) Any transfer of Warrants shall be effected by the Holder's delivery to the Company of: (i) the Warrant Certificate endorsed in blank or accompanied by a written instrument of assignment, substantially in the form attached hereto as Exhibit C, duly executed by the Holder or its authorized agent; and (ii) such certifications and other documentation as the Company may reasonably requ

Section 7.3 Securities Law Restrictions. (a) The Warrants and the Warrant Shares have not been registered under the Securities Act or under any state securities or "blue sky" laws. The Holder acknowledges and agrees that the Warrants and the Warrant Shares may not be offered, sold, transferred, pledged, or otherwise disposed of except: (i) pursuant to an effective registration statement under the Securities Act; (ii)

Section 7.4 Registration Rights. The Holder (and its Permitted Transferees) shall be entitled to the registration rights set forth in the Registration Rights Agreement, dated as of September 29, 2023, between the Company and the Holder. Such registration rights include demand registration rights and piggyback registration rights in connection with any future IPO or other public offering of the Company's securities, a

ARTICLE VIII REPRESENTATIONS AND WARRANTIES

Section 8.1 Representations of the Company. The Company hereby represents and warrants to the Holder as of the Issuance Date as follows: (a) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, and has all requisite corporate power and authority to own, lease, and operate its properties and to carry on its business