Contract analysis

Section 1 — Assignment and Transfer 1.1 Assignment. Effective as of the Closing Date, Assignor hereby irrevocably assigns, transfers, sets over, conveys, and delivers to Assignee, and Assignee hereby accepts from Assignor, all of Assignor's right, title, and interest in and to one hundred percent (100%) of the Membership Interests in the Company. 1.2 Nature of Membership Interests. The Membership Interests assigned h

Section 2 — Consideration 2.1 Purchase Price. The assignment of the Membership Interests pursuant to this Assignment is made in consideration of the payment by Assignee to Assignor of the Purchase Price as set forth in, and calculated pursuant to, Article II of the MIPA. The Estimated Equity Purchase Price payable at the Closing is Four Hundred Eighteen Million Dollars ($418,000,000), which amount remains subject to

Section 3 — Representations and Warranties of Assignor Assignor hereby represents and warrants to Assignee as follows: 3.1 Authority. Assignor is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. Assignor has full corporate power and authority to execute, deliver, and perform its obligations under this Assignment and to consummate the transactions contemplat

Section 4 — Representations and Warranties of Assignee Assignee hereby represents and warrants to Assignor as follows: 4.1 Authority. Assignee is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, having been incorporated on October 2, 2024 (Secretary of State file no. 6501982). Assignee has full corporate power and authority to execute, deliver, and perform

Section 5 — Admission of Assignee as Sole Member 5.1 Withdrawal and Admission. As of the Closing Date and effective upon the execution and delivery of this Assignment by both Parties, Assignor is hereby withdrawn as a member of the Company, and Assignee is hereby admitted as the sole member of the Company. From and after the effectiveness of this Assignment, Assignor shall have no further rights, interests, or obliga

Section 6 — Further Assurances 6.1 Each Party agrees, at its own expense (except as otherwise provided in the MIPA with respect to the allocation of Transaction Expenses), to execute and deliver, from time to time after the date hereof, such additional instruments, documents, certificates, and assurances, and to take such further actions, as may be reasonably necessary or desirable to carry out the purposes and inten

Section 7 — Relationship to the MIPA 7.1 Delivery Pursuant to MIPA. This Assignment is delivered pursuant to and in accordance with the MIPA, is one of the closing deliverables contemplated by Section 2.06 thereof, and is subject in all respects to the terms, conditions, representations, warranties, covenants, and agreements contained in the MIPA. 7.2 No Modification of MIPA. Nothing in this Assignment shall be deeme

Section 8 — Governing Law This Assignment and all claims, controversies, and disputes arising out of or relating to this Assignment, whether sounding in contract, tort, statute, or otherwise, shall be governed by, and construed and enforced in accordance with, the internal laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law rules, provisions, or principles (whether of the Stat

Section 9 — Jurisdiction and Venue 9.1 The Parties hereby irrevocably submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware declines to accept jurisdiction, the Superior Court of the State of Delaware, or the United States District Court for the District of Delaware) in connection with any action, suit, or proceeding arising out o

Section 10 — Counterparts This Assignment may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Assignment by facsimile transmission or by electronic transmission in portable document format (.pdf) shall be effective as delivery of a manually executed

Section 11 — Successors and Assigns This Assignment shall be binding upon and shall inure to the benefit of the Parties and their respective successors, heirs, personal representatives, and permitted assigns. Neither Party may assign any of its rights or delegate any of its obligations under this Assignment without the prior written consent of the other Party, except that Assignee may assign its rights and obligation

Section 12 — Amendments This Assignment may not be amended, modified, restated, or supplemented in any respect except by a written instrument duly executed by both Assignor and Assignee. No waiver of any provision of this Assignment shall be effective unless set forth in a written instrument signed by the Party granting such waiver, and no such waiver shall constitute a waiver of any other provision of this Assignmen

Section 13 — Entire Agreement This Assignment, together with the MIPA and the other transaction documents referred to therein (including the Escrow Agreement, the Transition Services Agreement, and each other ancillary agreement delivered in connection with the Closing), constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiat