Contract analysis

Section 1. Appointment and Acceptance 1.1 Each Selling Stockholder hereby irrevocably appoints Marcus Delgado as the Seller Representative, effective as of the date hereof and continuing until the termination of this Agreement pursuant to Section 10. Such appointment shall be deemed to have been made by each Selling Stockholder individually and shall be binding upon each Selling Stockholder and its respective success

Section 2. Authority of the Seller Representative

Section 2.1 — General Grant of Authority The Seller Representative is hereby authorized and empowered, on behalf of and as agent and attorney-in-fact for each Selling Stockholder, to take any and all actions and make any and all decisions that the Seller Representative deems necessary, appropriate, or advisable in connection with, or arising out of, the Purchase Agreement, the Escrow Agreement (dated February 12, 202

Section 2.2 — Specific Powers Without limiting the generality of Section 2.1, the Seller Representative shall have the authority to take the following actions on behalf of each and all of the Selling Stockholders: (a) Post-Closing Purchase Price Adjustments. Negotiate, resolve, and agree upon any adjustments to the purchase price pursuant to the Purchase Agreement, including without limitation the post-closing workin

Section 2.3 — Limitation on Authority Notwithstanding the foregoing provisions of this Section 2, the Seller Representative shall not have the authority to bind any Selling Stockholder to any obligation, commitment, or liability that is not contemplated by or arising under the Purchase Agreement, the Escrow Agreement, or this Agreement, unless such action is expressly authorized in writing by the affected Selling Sto

Section 3. Standard of Care; Exculpation 3.1 Standard of Care. The Seller Representative shall act in good faith and in what he reasonably believes to be the best interests of the Selling Stockholders as a group (and not in favor of any individual Selling Stockholder or subset of Selling Stockholders to the detriment of the others). In performing his duties hereunder, the Seller Representative shall exercise such car

Section 4. Indemnification of Seller Representative 4.1 Indemnification Obligation. Each Selling Stockholder agrees, severally (in accordance with its Pro Rata Share) and not jointly, to indemnify, defend, and hold harmless the Seller Representative from and against any and all losses, liabilities, claims, actions, suits, judgments, damages, costs, and expenses (including reasonable attorneys' fees and disbursements,

Section 5. Seller Representative Expense Fund 5.1 Establishment of Expense Fund. Each Selling Stockholder acknowledges and agrees that the sum of Five Hundred Thousand Dollars ($500,000) (the "Expense Fund") has been withheld from the aggregate closing proceeds otherwise payable to the Selling Stockholders (pro rata in accordance with each Selling Stockholder's Pro Rata Share, as set forth on Schedule A) and has been

Section 6. Decisions; Consent Thresholds

Section 6.1 — Sole Discretion Matters Except as expressly provided in Section 6.2 and Section 6.3 below, the Seller Representative may act in his sole and absolute discretion with respect to all matters within the scope of Section 2 of this Agreement. The Seller Representative shall not be required to seek the consent, approval, or authorization of any Selling Stockholder before taking any action within his sole disc

Section 6.2 — Majority Consent Matters Notwithstanding Section 6.1, the following actions shall require the prior written consent of Selling Stockholders holding a majority of the Pro Rata Shares (the "Majority Selling Stockholders"): (a) the settlement or compromise of any indemnification claim or group of related indemnification claims made by any Purchaser Indemnified Party under the Purchase Agreement in an amoun

Section 6.3 — Unanimous Consent Any action by the Seller Representative that would disproportionately and adversely affect a particular Selling Stockholder or group of Selling Stockholders relative to the other Selling Stockholders (other than differences arising solely from differences in the Pro Rata Shares) shall require the prior written consent of such affected Selling Stockholder or Selling Stockholders. For th

Section 7. No Compensation The Seller Representative shall serve in such capacity without separate compensation. The Seller Representative shall not be entitled to any fee, salary, retainer, bonus, or other form of remuneration for the services rendered pursuant to this Agreement. Notwithstanding the foregoing, the Seller Representative shall be entitled to full reimbursement of all reasonable out-of-pocket expenses

Section 8. Binding Effect; Third-Party Reliance 8.1 Binding Effect on Selling Stockholders. All actions taken by the Seller Representative within the scope of this Agreement, including without limitation the exercise of any authority described in Section 2 and the making of any decision pursuant to Section 6, shall be binding on each Selling Stockholder as fully and effectively as if such action had been taken by suc

Section 9. Resignation and Successor Appointment 9.1 Resignation. The Seller Representative may resign at any time upon not less than thirty (30) days' prior written notice to each Selling Stockholder (at the addresses set forth on Schedule A) and to the Purchaser (at the address set forth in Section 11.1). Such resignation shall not become effective until the earlier of (a) the appointment of a successor Seller Repr

Section 10. Term and Termination 10.1 Effective Date and Term. This Agreement shall become effective as of the date first written above (February 10, 2025), shall survive the Closing (which the parties currently anticipate will occur on or about April 18, 2025), and shall remain in full force and effect until the earliest of: (a) the date on which all of the following conditions have been satisfied: (i) all amounts h

Section 11.1 — Notices All notices, requests, demands, consents, waivers, and other communications under this Agreement shall be in writing and shall be deemed duly given and effective (a) upon delivery, if delivered by hand or by a nationally recognized overnight courier service, (b) upon transmission, if sent by email with confirmation of receipt by the recipient (such confirmation to include a responsive email, a

Section 11.2 — Governing Law This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 11.3 — Jurisdiction Each party to this Agreement hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery declines to accept jurisdiction over a particular matter, the United States District Court for the District of Delaware, or, if the United States District Court for the District of Delaware lacks subject ma

Section 11.4 — Entire Agreement This Agreement, together with the Purchase Agreement, the Escrow Agreement, and any schedules, exhibits, or annexes attached hereto or thereto, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations, understandings, representations, and warranties, whether oral or written,

Section 11.5 — Amendment This Agreement may be amended, modified, or supplemented only by a written instrument duly executed by the Seller Representative and Selling Stockholders holding a majority of the Pro Rata Shares; provided, however, that any amendment, modification, or supplement that disproportionately and adversely affects a particular Selling Stockholder relative to the other Selling Stockholders shall als

Section 11.6 — Waiver No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the party to be charged with such waiver. No failure or delay by any party in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exer

Section 11.7 — Severability If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void, unenforceable, or against its regulatory policy, the remaining terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the

Section 11.8 — Assignment The Seller Representative may not assign, delegate, or otherwise transfer his rights or obligations under this Agreement, in whole or in part, without the prior written consent of Selling Stockholders holding a majority of the Pro Rata Shares. Any purported assignment, delegation, or transfer in violation of this Section 11.8 shall be null and void. Subject to the foregoing, this Agreement s

Section 11.9 — Counterparts This Agreement may be executed in any number of counterparts (including by means of Brightwater Software, Ashford Health IT, or other electronic signature platform), each of which when so executed and delivered shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement

Section 11.10 — Relationship to Purchase Agreement In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions of the Purchase Agreement with respect to the authority, rights, obligations, or duties of the Seller Representative, the provisions of the Purchase Agreement shall control and prevail. This Agreement is intended to supplement, and not to supersede or limit, the

Section 11.11 — No Third-Party Beneficiaries Except as expressly provided in Section 8 of this Agreement (pursuant to which the Purchaser and the Escrow Agent are intended third-party beneficiaries for purposes of reliance upon the actions of the Seller Representative), this Agreement is not intended to, and shall not, confer upon any Person other than the parties hereto (and their respective successors, heirs, execu