Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall 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 the terms "controlled by" and "under common control with") means the possession, direc

Section 1.2 — Rules of Construction (a) Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement; (iv) the terms "Article," "Section," "Exhibit,"

ARTICLE II — BOARD OF DIRECTORS; CORPORATE GOVERNANCE

Section 2.1 — Board Composition (a) As of the IPO Closing Date, the Board shall consist of seven (7) directors. The initial composition of the Board shall be as follows: (i) Garrett Calloway (Co-Founder, Chairman and Chief Executive Officer of the Company) — Management Director; (ii) Elaine Briggs (Co-Founder and President, Development of the Company) — Management Director; (iii) Hugh Pemberton (Co-Founder and Managi

Section 2.2 — Pinnacle Vista Board Designation Rights (a) For so long as this Agreement remains in effect, Pinnacle Vista shall have the right to designate individuals for nomination to the Board in accordance with the following step-down schedule, based on Pinnacle Vista's Ownership Percentage as of the record date for the applicable annual or special meeting of stockholders (or, in the case of a vacancy, as of the

Section 2.3 — Nomination and Voting Obligations (a) Company Obligations. For so long as Pinnacle Vista has the right to designate one or more Investor Designees under Section 2.2: (i) The Company shall include each Investor Designee in the slate of nominees recommended by the Board and the Nominating and Corporate Governance Committee (or any successor committee) for election at each annual meeting of stockholders (o

Section 2.4 — Vacancies and Removal (a) Replacement of Investor Designees. If an Investor Designee ceases to serve as a director of the Company for any reason, including death, disability, resignation, retirement, or removal, Pinnacle Vista shall have the right to designate a replacement Investor Designee to fill such vacancy; provided that Pinnacle Vista's Ownership Percentage at the time of such designation meets t

Section 2.5 — Board Committee Composition (a) Initial Committee Composition. As of the IPO Closing Date, the committees of the Board shall be composed as follows: (i) Audit Committee: Warren Okoro (Chair and designated audit committee financial expert within the meaning of Item 407(d)(5)(ii) of Regulation S-K), Catherine Liang, and Richard Estavez. All members of the Audit Committee shall be Independent Directors. (i

Section 2.6 — Board Observer Rights For so long as Pinnacle Vista's Ownership Percentage equals or exceeds five percent (5%) of Fully Diluted Shares but Pinnacle Vista is not entitled to designate at least one (1) Investor Designee to the Board (or, if entitled to designate one (1) Investor Designee pursuant to the 5%-to-less-than-15% threshold, such designation has not been approved by the Board pursuant to Section

Section 2.7 — Directors' and Officers' Insurance; Indemnification (a) D&O Insurance. The Company shall at all times maintain directors' and officers' liability insurance (the "D&O Insurance") covering the directors and officers of the Company (including the Investor Designees) in an aggregate amount of not less than Fifty Million Dollars ($50,000,000), with terms, conditions, coverage limits, and deductibles that are

ARTICLE III — TRANSFER RESTRICTIONS

Section 3.1 — Lock-Up Period Restrictions (a) During the Lock-Up Period, no Stockholder shall Transfer any Equity Securities, except as expressly permitted by (i) the terms of the lock-up agreements entered into by such Stockholder in connection with the IPO (the "Lock-Up Agreements") and (ii) this Section 3.1. (b) Notwithstanding Section 3.1(a), during the Lock-Up Period, a Stockholder may Transfer Equity Securities

Section 3.2 — Post-Lock-Up Transfer Restrictions (Pinnacle Vista) Following the expiration of the Lock-Up Period, Pinnacle Vista may Transfer shares of Common Stock or other Equity Securities, subject to the following conditions: (a) Compliance with Securities Laws. All Transfers shall be made in compliance with all applicable federal and state securities laws, including Rule 144 under the Securities Act (to the exte

Section 3.3 — Post-Lock-Up Transfer Restrictions (Founders) Following the expiration of the Lock-Up Period, each Founder may Transfer shares of Common Stock or other Equity Securities, subject to the following conditions: (a) Compliance with Securities Laws. All Transfers shall be made in compliance with all applicable federal and state securities laws, and the applicable Founder shall furnish to the Company such cer

Section 3.4 — Permitted Transferees (a) Pinnacle Vista Permitted Transferees. Pinnacle Vista may Transfer Equity Securities to any of its Permitted Transferees (i.e., Affiliates, successor funds, parallel vehicles, and co-investment vehicles managed or advised by Pinnacle Vista Capital Management LLC), provided that, as a condition precedent to such Transfer: (i) Such Permitted Transferee shall execute and deliver a

Section 3.5 — Right of First Offer (ROFO) (a) ROFO Notice. Prior to any proposed Transfer by Pinnacle Vista of shares of Common Stock representing more than five percent (5%) of Fully Diluted Shares to any third party (other than Transfers to Permitted Transferees, Transfers effected through open-market sales, and Transfers effected pursuant to registered offerings under the Registration Rights Agreement), Pinnacle V

Section 3.6 — Tag-Along Rights (a) Tag-Along Notice. If Pinnacle Vista proposes to Transfer shares of Common Stock representing more than fifteen percent (15%) of Fully Diluted Shares in a single transaction or a series of related transactions to a third party (other than a Permitted Transferee, or through a registered offering or open-market sales), Pinnacle Vista shall, at least ten (10) Business Days prior to the

Section 3.7 — Drag-Along Rights (a) Drag-Along Transaction. If Pinnacle Vista (together with its Affiliates) proposes to consummate a bona fide Change of Control transaction (including a merger, consolidation, sale of substantially all assets, or tender offer) involving the sale of all or substantially all of the outstanding shares of Common Stock to a third party that is not an Affiliate of Pinnacle Vista (a "Drag-A

ARTICLE IV — STANDSTILL PROVISIONS

Section 4.1 — Standstill Obligations of Pinnacle Vista For so long as Pinnacle Vista's Ownership Percentage is below seventy percent (70%) of Fully Diluted Shares, Pinnacle Vista shall not, and shall cause its Affiliates not to, without the prior written consent of a majority of the Independent Directors, directly or indirectly: (a) Acquire, or agree, offer, propose, or seek to acquire, by purchase, tender offer, exc

Section 4.2 — Exceptions to Standstill The standstill obligations set forth in Section 4.1 shall not apply to, or prohibit, any of the following actions: (a) The exercise by Pinnacle Vista of its designation rights under Article II of this Agreement; (b) The exercise by Pinnacle Vista of its registration rights under the Registration Rights Agreement; (c) Any bona fide tender offer, exchange offer, merger proposal, o

Section 4.3 — Termination of Standstill The standstill obligations set forth in Section 4.1 shall terminate upon the earliest to occur of: (a) The date on whic