Contract analysis

Section 1.1 — Defined Terms 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 Third Party (whether or not in writing and whether or not delivered to the Company, any Selling Stockholder, or any of their respective representatives) relating to any (a) merger, consolidation, business combination, or similar trans

Section 1.2 — Interpretation In this Agreement, unless the context otherwise requires: (a) The headings and captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement. (b) Whenever the words "include," "includes," or "including" are used in this Agre

ARTICLE II — PURCHASE AND SALE

Section 2.1 — Purchase and Sale of the Shares Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Selling Stockholder shall sell, transfer, assign, convey, and deliver to the Purchaser, and the Purchaser shall purchase, acquire, and accept from each Selling Stockholder, all of the Shares owned by such Selling Stockholder, free and clear of all Liens (other than restrictions

Section 2.2 — Purchase Price The aggregate purchase price for the Shares shall be Six Hundred Twenty Million Dollars ($620,000,000) (the "Purchase Price"), subject to adjustment as provided in Section 2.6. The Purchase Price represents an enterprise value for the Company of approximately 7.9x the Company's 2024 Adjusted EBITDA of $78,400,000, as determined by the parties based on the quality of earnings analysis perf

Section 2.3 — Payment of Purchase Price at Closing At the Closing, the Purchase Price (as adjusted pursuant to Section 2.6(b)) shall be paid as follows: (a) Escrow Deposit. The Purchaser shall deposit, or cause to be deposited, with the Escrow Agent the Escrow Amount of Forty-Nine Million Six Hundred Thousand Dollars ($49,600,000), by wire transfer of immediately available funds to Escrow Account No. CFT-ESC-2025-003

Section 2.4 — Closing Payment Certificate No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Purchaser a certificate (the "Closing Payment Certificate"), certified by Angela Moretti, the Chief Financial Officer of the Company, setting forth in reasonable detail: (a) the Company's good faith estimate of the Closing Working Capital (the Estimated Closing Workin

Section 2.5 — Withholding The Purchaser shall be entitled to deduct and withhold from any amount otherwise payable pursuant to this Agreement to any Selling Stockholder or other Person such amounts as the Purchaser is required to deduct and withhold under the Code or any provision of applicable federal, state, local, or foreign Tax Law. To the extent that any such amounts are so deducted and withheld and properly rem

Section 2.6 — Working Capital Adjustment (a) Definitions. "Closing Working Capital" means the current assets of the Company minus the current liabilities of the Company, in each case determined as of the close of business on the Business Day immediately prior to the Closing Date, calculated in accordance with GAAP applied using the same accounting methods, practices, principles, policies, and estimation methodologies

Section 3.1 — Closing Date The closing of the transactions contemplated by this Agreement (the "Closing") shall take place remotely by electronic exchange of executed signature pages (via portable document format (PDF) or Brightwater Software) and wire transfers of immediately available funds, at 10:00 a.m. Eastern Time, on the third (3rd) Business Day following the date on which the last of the conditions set forth

Section 3.2 — Deliveries by the Selling Stockholders and the Company At or prior to the Closing, the Selling Stockholders and the Company shall deliver (or cause to be delivered) to the Purchaser each of the following: (a) Stock Certificates and Stock Powers. Stock certificates (or, in the case of uncertificated Shares, evidence of book-entry transfer) representing all of the Shares, in each case duly endorsed for tr