Contract analysis

Section 1.1 Definitions. As used in this Agreement, the following terms have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including, with correlative meanings, the terms "controlling," "controlled by," and "under common contr

Section 1.2 Interpretation. Unless the context requires otherwise: (a) the terms "hereof," "herein," "hereby," "hereto," and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; (b) references to an "Article," "Section," "Schedule," or "Exhibit" refer to the corresponding Article, Section, Schedule, or Exhibit of or to this Agreement; (c) words importing the singular

ARTICLE II — BOARD OF DIRECTORS; GOVERNANCE

Section 2.1 Board Composition. (a) Size. The Board shall consist of seven (7) directors. The number of directors constituting the Board shall not be increased or decreased except with the prior written consent of the Sponsor Majority and the Mezz Holder Majority, and any such increase or decrease shall be subject to the protective provisions set forth in Section 2.5 of this Agreement. (b) Sponsor Designees. For so lo

Section 2.2 Nomination, Removal, and Replacement of Directors. (a) Exclusive Designation Right. Each designating party (the Sponsor, in the case of the Sponsor Designees, and the Mezz Holder Majority, in the case of the Mezz Holder Designees) shall have the exclusive right, at any time and from time to time, to remove and replace any or all of its designees on the Board, with or without cause, by delivering written n

Section 2.3 Committees. (a) Required Committees. The Board shall establish and at all times maintain (i) an Audit Committee and (ii) a Compensation Committee. The Board may establish such other committees as it may determine from time to time. (b) Audit Committee. The Audit Committee shall consist of not fewer than three (3) directors, and shall include the Independent Director, at least one (1) Sponsor Designee, and

Section 2.4 Board Meetings; Quorum; Actions. (a) Frequency. The Board shall meet at least quarterly and at such other times as may be necessary to fulfill its obligations under this Agreement and applicable Law. The Board shall hold at least one (1) in-person meeting per calendar year at the Company's headquarters in Dallas, Texas, or such other location as may be determined by the Board. Meetings may otherwise be co

Section 2.5 Protective Provisions (Supermajority/Consent Rights). Notwithstanding any other provision of this Agreement, the Certificate of Incorporation, or the Company's bylaws, the following actions shall require the affirmative vote of at least five (5) of the seven (7) directors then in office, which affirmative vote must include the vote of at least two (2) Sponsor Designees and at least two (2) Mezz Holder Des

Section 2.6 Officers. (a) Initial Officers. The initial officers of the Company shall be: (i) Marcus Delano — Chief Executive Officer; (ii) Priya Sundaram — Chief Financial Officer; and (iii) Howard Kessler — General Counsel and Secretary. (b) Service. Each officer of the Company shall serve at the pleasure of the Board, subject to the terms of any employment agreement between such officer and the Company, and subjec

Section 2.7 Directors' and Officers' Insurance; Indemnification. (a) D&O Insurance. The Company shall obtain and maintain directors' and officers' liability insurance with aggregate coverage limits of not less than $15.0 million, on terms and conditions reasonably acceptable to the Board. As of the date hereof, the Company's directors' and officers' liability insurance is maintained with Northgate Specialty Insurance

Section 2.8 Expenses. The Company shall reimburse each director for all reasonable and documented out-of-pocket expenses incurred by such director in connection with attending meetings of the Board and any committees thereof, including travel, lodging, and meal expenses. Such reimbursement shall be made within thirty (30) days following submission of a written expense report with supporting documentation.

ARTICLE III — INFORMATION RIGHTS

Section 3.1 Financial Information. The Company shall provide to each Stockholder (and, with respect to the Mezz Holders, to the Mezz Holder representative designated by the Mezz Holder Majority for such purpose) the following financial information: (a) Annual Financial Statements. Within one hundred twenty (120) days after the end of each fiscal year, audited consolidated financial statements of the Company and its S

Section 3.2 Compliance Reports. The Company shall promptly deliver to each Stockholder (and, with respect to the Mezz Holders, to the Mezz Holder representative designated by the Mezz Holder Majority for such purpose) copies of all (a) compliance certificates, (b) financial covenant calculations, and (c) other financial reports delivered by the Company to the lenders, agents, or trustees under the Amended and Restate

Section 3.3 Access Rights. Each Stockholder (together with its authorized representatives) holding at least 10% of the then-outstanding Common Stock shall have reasonable access, upon reasonable prior written notice (not less than five (5) Business Days) and during normal business hours, to the Company's books, records, properties, offices, and senior management. Such access shall not unreasonably interfere with the

Section 3.4 Confidentiality. All information provided by the Company to any Stockholder or its representatives pursuant to this Article III (including any information obtained through the exercise of access rights under Section 3.3) shall be treated as strictly confidential and shall not be disclosed by any Stockholder or its representatives to any Person other than such Stockholder's Affiliates, partners, members, d

ARTICLE IV — PREEMPTIVE RIGHTS

Section 4.1 Right of First Offer. If the Company proposes to issue any new Equity Securities (the "New Securities"), each Stockholder holding at least 10% of the then-outstanding Common Stock (each, an "Eligible Stockholder") shall have the right to purchase up to its pro rata share of such New Securities on the same terms and conditions as the proposed issuance. For purposes of this Article IV, a Stockholder's "pro

Section 4.2 Procedures. (a) Issuance Notice. The Company shall deliver a written notice (an "Issuance Notice") to each Eligible Stockholder at least twenty (20) Business Days prior to the proposed date of issuance of any New Securities, which Issuance Notice shall specify (i) the type and aggregate amount of New Securities proposed to be issued, (ii) the purchase price per security (or the formula or methodology for

Section 4.3 Waiver. The preemptive rights set forth in this Article IV may be waived by any Eligible Stockholder with respect to any particular issuance of New Securities by delivering a written waiver to the Company, which waiver shall be irrevocable with respect to such issuance but shall not constitute a waiver of such Stockholder's preemptive rights with respect to any future issuance.

ARTICLE V — TRANSFER RESTRICTIONS

Section 5.1 General Restriction. No Stockholder shall sell, assign, transfer, pledge, hypothecate, encumber, gift, or otherwise dispose of (whether directly or indirectly, voluntarily or involuntarily, by operation of law or otherwise) (each, a "Transfer") any Equity Securities except in compliance with this Article V. Any purported Transfer in violation of this Agreement shall be void and of no force or effect, and

Section 5.2 Permitted Transfers. Notwithstanding Section 5.1, the following Transfers shall be permitted without compliance with Sections 5.3 and 5.5 (each such transferee, a "Permitted Transferee"): (a) Sponsor Permitted Transfers. The Sponsor may Transfer Equity Securities to: (i) any Affiliate of the Sponsor, including Ridgeline Capital Management III LLC, any predecessor or successor general partner of the Sponso

Section 5.3 Right of First Refusal. (a) General. If any Stockholder (the "Transferring Stockholder") proposes to Transfer any Equity Securities to any Person (other than a Permitted Transfer pursuant to Section 5.2), the Transferring Stockholder shall first offer such Equity Securities to the Company and then to the other Stockholders in accordance with the procedures set forth in this Section 5.3. (b) Transfer Notic

Section 5.4 Joinder Requirement. As a condition precedent to the effectiveness of any Transfer of Equity Securities (other than a Transfer that is exempt from joinder as expressly provided in Section 5.2), the proposed transferee must execute and deliver to the Company a Joinder Agreement in substantially the form attached hereto as Exhibit A, agreeing to be bound by all the terms and conditions of this Agreement as

Section 5.5 Lock-Up Period. (a) General Lock-Up. Notwithstanding anything to the contrary in this Article V, no Stockholder shall Transfer any Equity Securities (other than a Permitted Transfer pursuant to Section 5.2) during the eighteen (18)-month period commencing on the Closing Date (December 19, 2023) and ending on June 19, 2025 (the "Lock-Up Period"). (b) Exceptions. The restrictions set forth in Section 5.5(a)

Section 5.6 Securities Law Compliance. All Transfers of Equity Securities must be made in compliance with the Securities Act, applicable state securities or "blue sky" laws, and all other applicable Laws. In connection with any Transfer (other than a Transfer pursuant to an effective registration statement under the Securities Act), the Transferring Stockholder shall, upon request of the Company, deliver to the Compa

Section 6.1 Tag-Along Right. If (a) the Sponsor (together with its Affiliates) proposes to Transfer, in one transaction or a series of related transactions, more than 50% of the aggregate shares of Common Stock held by the Sponsor (and its Affiliates) to one or more third parties that are not Permitted Transferees, or (b) any group of Mezz Holders holding a majority of the aggregate shares of Common Stock then held b

Section 6.2 Tag-Along Notice. The selling Stockholder(s) shall deliver a written notice (a "Tag-Along Notice") to each Tagging Stockholder at least thirty (30) Business Days prior to the proposed closing date of the Tag-Along Sale, which Tag-Along Notice shall set forth: (a) the identity and contact information of the proposed purchaser(s), (b) the price per share of Common Stock (and the form of consideration, inclu

Section 6.3 Election. Each Tagging Stockholder shall have fifteen (15) Business Days from the date of receipt of the Tag-Along Notice (the "Tag-Along Election Period") to elect to participate in the Tag-Along Sale by delivering written notice of such election to the selling Stockholder(s) and the Company, specifying the number of shares of Common Stock such Tagging Stockholder desires to include in the Tag-Along Sale

Section 6.4 Reduction. If the proposed purchaser(s) in a Tag-Along Sale declines to purchase all of the shares of Common Stock tendered by the selling Stockholder(s) and the Tagging Stockholders, the number of shares to be sold by each participating Stockholder (including the selling Stockholder(s)) shall be reduced pro rata based on the aggregate number of shares of Common Stock each participating Stockholder initia

Section 6.5 Closing. The closing of the Tag-Along Sale shall occur concurrently with the closing of the selling Stockholder(s)' Transfer. At the closing, each participating Tagging Stockholder shall deliver the applicable shares of Common Stock, duly endorsed for transfer, together with such other documents, instruments, and agreements as may be reasonably required to consummate the sale. If the selling Stockholder(s

ARTICLE VII — DRAG-ALONG RIGHTS

Section 7.1 Drag-Along Right. If the Sponsor Majority and the Mezz Holder Majority jointly approve a sale of 100% of the Equity Securities, or a sale, lease, exchange, or other disposition of all or substantially all of the assets, of the Company and its Subsidiaries (taken as a whole) to a bona fide third-party purchaser that is not an Affiliate of the Sponsor or any Mezz Holder (a "Drag-Along Sale"), then all Stock