Contract analysis

I. The Board of Directors of the Company (the "Board") has approved this Exchange Agreement and the transactions contemplated hereby by resolutions adopted on June 29, 2023 (approving entry into the RSA and the restructuring transactions) and December 11, 2023 (authorizing execution and closing of the definitive documents), and has determined that the Exchange and the other transactions contemplated hereby are in the

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Accrued PIK Interest" means $8,100,000 in accrued and unpaid payment-in-kind interest on the Mezzanine Notes through the Closing Date. "Ad Hoc Group" means the ad hoc group of mezzanine holders consisting of Graystone Mezzanine Capital Fund II LP, Ashland Structured Credit LLC, and Dunmore Special Situ

Section 1.2 — Rules of Construction Unless the context otherwise requires, the following rules of construction shall apply to this Agreement: (a) The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (b) The words "include," "includes," and "including" when used herein shall be deemed in each case to be fo

Section 2.1 — Exchange of Mezzanine Notes Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Exchanging Holder shall transfer, assign, and deliver to the Company for cancellation all of the Mezzanine Notes held by such Exchanging Holder (in the aggregate principal amount set forth opposite such Exchanging Holder's name on Schedule I), free and clear of all Liens, claims, pl

Section 2.2 — Allocation of Exchange Consideration (a) Series A Preferred Stock. Each Exchanging Holder shall receive its Pro Rata Share of Series A Preferred Shares, such that the aggregate liquidation preference of all Series A Preferred Shares issued to the Exchanging Holders equals $35,000,000. Each Exchanging Holder's Pro Rata Share of Series A Preferred Shares shall be calculated as follows: the product of (i)

Section 2.3 — Waiver of Accrued PIK Interest As material consideration for the Exchange Consideration and as an integral component of the integrated settlement reflected in the RSA and the transactions contemplated hereby, each Exchanging Holder hereby irrevocably and unconditionally waives all rights, claims, and entitlements to Accrued PIK Interest in the amount of $8,100,000 (i.e., such Exchanging Holder's Pro Rat

Section 2.4 — Pro Rata Share "Pro Rata Share" means, with respect to each Exchanging Holder, a fraction (expressed as a percentage), the numerator of which is the aggregate principal amount of Mezzanine Notes held by such Exchanging Holder as set forth on Schedule I, and the denominator of which is $134,500,000 (the aggregate principal amount of all Mezzanine Notes held by all Exchanging Holders as of the date hereof

Section 2.5 — Mechanics of Exchange (a) On or prior to the Closing Date, each Exchanging Holder shall deliver (or cause to be delivered) to Continental Fiduciary Trust Company, acting as Exchange Agent, the Mezzanine Notes held by such Exchanging Holder (in definitive certificated form, or by book-entry transfer to an account designated by the Exchange Agent at The Depository Trust Company), together with a duly exec

Section 2.6 — Treatment of Non-Exchanging Holders Holders of Mezzanine Notes who do not participate in the Exchange (holding, in the aggregate, $5,500,000 in principal amount of Mezzanine Notes, collectively, the "Non-Exchanging Holders") will retain their Mezzanine Notes following the Closing. The parties acknowledge and agree, however, that pursuant to the Supplemental Indenture, the Exit Consent Amendments will st

Section 2.7 — Subsequent Exchange During the thirty (30) day period following the Closing Date (the "Subsequent Exchange Period"), any Non-Exchanging Holder may elect to exchange its Mezzanine Notes for Exchange Consideration on substantially the same terms and conditions applicable to the Exchanging Holders hereunder. Any such subsequent exchange shall be calculated based on such Non-Exchanging Holder's aggregate pr

Section 3.1 — Closing Date The Closing shall take place on December 19, 2023, at 10:00 a.m. (New York City time), at the offices of Calderwood & Harkness LLP, 599 Lexington Avenue, New York, New York 10022, or remotely by electronic exchange of documents and signatures in accordance with Section 10.10, or at such other place, date, and time as the Company and the Required Exchanging Holders may mutually agree in writ

Section 3.2 — Company Closing Deliverables At or prior to the Closing, the Company shall deliver or cause to be delivered to the Exchanging Holders (or their counsel, Thornbury McCaffrey LLP) each of the following: (a) Certificates (or book-entry statements issued by the Company's transfer agent) representing the Series A Preferred Shares and Common Shares issuable to each Exchanging Holder pursuant to Section 2.2 an

Section 3.3 — Exchanging Holder Closing Deliverables At or prior to the Closing, each Exchanging Holder shall deliver or cause to be delivered to the Company (or its counsel, Calderwood & Harkness LLP) each of the following: (a) All Mezzanine Notes held by such Exchanging Holder (in definitive certificated form or by book-entry transfer), in the aggregate principal amount set forth opposite such Exchanging Holder's n

Section 3.4 — Concurrent Transactions The parties hereto acknowledge and agree that the Exchange is part of a series of concurrent restructuring transactions constituting an integrated transaction, including: (i) the execution and effectiveness of the Amended Credit Agreement (dated as of December 1, 2023), which amends and extends the existing first lien term loan (with an aggregate principal amount of $285,000,000)

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company hereby represents and warrants to each Exchanging Holder as of the date hereof and as of the Closing Date (except as otherwise expressly specified), as follows:

Section 4.1 — 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. The Company has all requisite corporate 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 in good standing in each jurisd

Section 4.2 — Corporate Authority The Company has all requisite corporate power and authority to execute and deliver this Agreement and each of the other Restructuring Documents to which it is a party and to perform its obligations hereunder and thereunder, including the power and authority to issue the Exchange Consideration. The execution and delivery of this Agreement and the consummation of the Exchange and the o

Section 4.3 — Enforceability This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedies generally, and (b) general pri

Section 4.4 — No Conflicts The execution and delivery of this Agreement by the Company and the consummation by the Company of the Exchange and the other transactions contemplated hereby do not and will not: (a) violate, conflict with, or result in a breach of any provision of the Amended Certificate of Incorporation or the bylaws of the Company; (b) violate, conflict with, or result in a breach of any law, statute, r

Section 4.5 — Governmental Approvals No consent, approval, authorization, license, permit, or order of, or filing, registration, or qualification with, any Governmental Authority is required to be obtained or made by or with respect to the Company or any of its subsidiaries in connection with the execution, delivery, and performance of this Agreement or the issuance of the Exchange Consideration, other than: (a) the

Section 4.6 — Capitalization Immediately prior to the Exchange, the authorized capital stock of the Company consists of shares of Common Stock, par value $0.01 per share, 100% of which are held, directly or indirectly, by Ridgeline. No shares of preferred stock are outstanding immediately prior to the Exchange. Immediately after giving effect to the Exchange, the Sponsor Contribution, and the reservation of shares un

Section 4.7 — Valid Issuance The Exchange Consideration, when issued and delivered to the Exchanging Holders pursuant to this Agreement, will be duly authorized, validly issued, fully paid, and nonassessable, and will be free and clear of all Liens, preemptive rights, rights of first refusal, subscription rights, and similar rights, other than (a) restrictions on transfer under the Stockholders' Agreement, (b) restri

Section 4.8 — Securities Law Compliance The offer and issuance of the Exchange Consideration by the Company to the Exchanging Holders as contemplated by this Agreement are exempt from registration under the Securities Act pursuant to Section 3(a)(9) thereof (exchange by an issuer with its existing security holders exclusively where no commission or other remuneration is paid or given directly or indirectly for solici

Section 4.9 — Financial Statements The Company's audited consolidated financial statements for the fiscal year ended December 31, 2022 (audited by Whitfield & Pryce LLP, engagement partner Todd Ashburn), which reflect revenue of $612,300,000 and Adjusted EBITDA of $58,700,000, have been prepared in accordance with GAAP, consistently applied, and fairly present in all material respects the consolidated financial condi

Section 4.10 — No Material Adverse Change Since March 31, 2023, there has been no Material Adverse Change with respect to the Company and its subsidiaries, taken as a whole, other than (a) the financial distress and deterioration in operating performance previously disclosed to the Exchanging Holders and their counsel and financial advisors, including the Company's projected fiscal year 2023 revenue of $545,000,000 a

Section 4.11 — Litigation There is no action, suit, claim, arbitration, investigation, or proceeding pending or, to the knowledge of the Company, threatened against the Company or any of its subsidiaries before any Governmental Authority that (a) would reasonably be expected to have, individually or in the aggregate, a Material Adverse Change, or (b) challenges, seeks to restrain, or seeks to enjoin the validity or e

Section 4.12 — Tax Matters The Company and each of its subsidiaries have timely filed (taking into account any applicable extensions) all material Tax returns required to be filed by or with respect to them (the Company's Employer Identification Number being 83-2457109) and have paid all material Taxes due and payable by them (subject to amounts being contested in good faith by appropriate proceedings and for which a

Section 4.13 — Insurance The Company maintains Directors and Officers liability insurance with Northgate Specialty Insurance Company under Policy No. NSI-DOL-2023-07721, providing $15,000,000 in aggregate coverage, with a six (6) year tail period commencing on the Closing Date. Such insurance policy is in full force and effect, and the Company has paid all premiums due and payable thereunder. The Company has not rece

Section 4.14 — Solvency After giving effect to the Exchange and the other Concurrent Transactions on a pro forma basis, the Company will not be insolvent. Specifically: (a) the fair saleable value of the Company's assets will exceed the total amount of the Company's liabilities (including contingent liabilities); (b) the Company will be able to pay its debts as they become due in the ordinary course of business; and

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE EXCHANGING HOLDERS Each Exchanging Holder, severally and not jointly, hereby represents and warrants to the Company as of the date hereof and as of the Closing Date, as follows:

Section 5.1 — Organization Such Exchanging Holder is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization as set forth on Schedule I, and has all requisite organizational power and authority to own, lease, and operate its properties and to carry on its business as presently conducted.

Section 5.2 — Authority Such Exchanging Holder has all requisite power and authority (corporate, limited partnership, limited liability company, or otherwise) to execute and deliver this Agreement and each of the other Restructuring Documents to which it is a party and to perform its obligations hereunder and thereunder, including the power and authority to transfer its Mezzanine Notes to the Company for cancellation

Section 5.3 — Enforceability This Agreement has been duly executed and delivered by such Exchanging Holder and constitutes the legal, valid, and binding obligation of such Exchanging Holder, enforceable against such Exchanging Holder in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws affecting creditors' rights and remedi

Section 5.4 — Title to Mezzanine Notes Such Exchanging Holder is the sole legal and beneficial owner of the Mezzanine Notes set forth opposite its name on Schedule I, free and clear of all Liens, claims, pledges, charges, and encumbrances (other than restrictions under the Indenture and applicable securities laws). Such Exchanging Holder has full right, title, and authority to transfer, assign, and deliver such Mezza

Section 5.5 — Investor Representations Such Exchanging Holder represents and warrants that it is: (a) an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act, and/or (b) a "qualified institutional buyer" as defined in Rule 144A under the Securities Act. Such Exchanging Holder acknowledges that the Exchange Consideration is being acquired for its own account for investment purposes

Section 5.6 — No Reliance Such Exchanging Holder acknowledges that it has been advised by, and has relied solely upon, its own legal counsel (including Thornbury McCaffrey LLP, as counsel to the Ad Hoc Group) and its own financial advisor (Meridian Veltrian Partners LLC) in connection with entering into this Agreement and the transactions contemplated hereby. Such Exchanging Holder has conducted its own independent a

Section 5.7 — No Broker Such Exchanging Holder has not engaged, and will not engage, any broker, finder, intermediary, or investment banker in connection with the Exchange that would give rise to a valid claim for brokerage commissions, finder's fees, or other similar compensation against the Company or any of its subsidiaries.

ARTICLE VI — CONDITIONS TO CLOSING

Section 6.1 — Conditions to Obligations of All Parties The obligations of each party to consummate the Exchange at the Closing are subject to the satisfaction (or, to the extent permitted by applicable law, waiver by the Company and the Required Exchanging Holders) of each of the following conditions: (a) No Governmental Authority shall have enacted, issued, promulgated, or entered any law, statute, regulation, execu

Section 6.2 — Conditions to Obligations of the Company The obligation of the Company to consummate the Exchange at the Closing is subject to the satisfaction (or, to the extent permitted by applicable law, waiver by the Company) of each of the following additional conditions: (a) The representations and warranties of each Exchanging Holder set forth in Article V shall be true and correct in all material respects as o

Section 6.3 — Conditions to Obligations of the Exchanging Holders The obligation of each Exchanging Holder to consummate the Exchange at the Closing is subject to the satisfaction (or, to the extent permitted by applicable law, waiver by the Required Exchanging Holders) of each of the following additional conditions: (a) The representations and warranties of the Company set forth in Article IV shall be true and corre