Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Acquisition Proposal" means any proposal, offer, or indication of interest (other than by Parent, Merger Sub, or any of their respective Affiliates) relating to (a) any merger, consolidation, business combination, recapitalization, liquidation, dissolution, or similar transaction involving the Company or

Section 1.2 — Interpretation (a) When a reference is made in this Agreement to an Article, Section, Exhibit, or Schedule, such reference shall be to an Article, Section, Exhibit, or Schedule of or to this Agreement unless otherwise indicated. (b) The table of contents and headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreemen

Section 2.1 — The Merger Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with Section 251 of the DGCL, at the Effective Time, Merger Sub shall be merged with and into the Company (the "Merger"). As a result of the Merger, the separate corporate existence of Merger Sub shall cease at the Effective Time, and the Company shall continue as the surviving corporation of the Merge

Section 2.2 — Closing The closing of the Merger (the "Closing") shall take place on the second (2nd) Business Day following the date on which the last to be satisfied or waived of the conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions at the Closing) shall be satisfied or waived in accor

Section 2.3 — Effective Time On the Closing Date, the Parties shall cause a Certificate of Merger to be duly executed, verified, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with the relevant provisions of Section 251 of the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of the State of Delaware,

Section 2.4 — Effects of the Merger The effects of the Merger shall be as provided in this Agreement and in the applicable provisions of the DGCL, including Sections 259, 260, and 261 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the property, rights, privileges, agreements, powers, and franchises of the Company and Merger Sub shall vest in the Survi

Section 2.5 — Certificate of Incorporation of the Surviving Corporation At the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated in its entirety to read as set forth in Exhibit A attached hereto (the "Amended and Restated Certificate of Incorporation"), and such Amended and Restated Certificate of Incorporation shall be

Section 2.6 — Bylaws of the Surviving Corporation At the Effective Time, the bylaws of the Company, as in effect immediately prior to the Effective Time, shall be amended and restated in their entirety to read as set forth in Exhibit B attached hereto (the "Amended and Restated Bylaws"), and such Amended and Restated Bylaws shall be the bylaws of the Surviving Corporation until thereafter duly amended in accordance w

Section 2.7 — Directors and Officers of the Surviving Corporation (a) Directors. The directors of Merger Sub immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation, each to hold office in accordance with the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Surviving Corporation until their respective successors are duly elected o

ARTICLE III — CONVERSION OF SECURITIES; TREATMENT OF EQUITY AWARDS

Section 3.1 — Conversion of Shares At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities: (a) Merger Sub Capital Stock. Each share of common stock, par value $0.001 per share, of Merger Sub that is issued and outstanding immediately prior to the Effective Time shall be converted into and become one (1) va

Section 3.2 — Treatment of Company Options (a) Vested Company Options. At the Effective Time, each Company Option that is vested and exercisable as of immediately prior to the Effective Time (after giving effect to any acceleration of vesting contemplated by Section 3.2(b)) shall be cancelled and extinguished and shall be converted into the right to receive a lump-sum cash payment (without interest) equal to the prod

Section 3.3 — Treatment of Company RSUs At the Effective Time, each Company RSU that is outstanding immediately prior to the Effective Time (whether vested or unvested) shall be fully accelerated (to the extent then unvested), cancelled, and extinguished, and shall be converted into the right to receive a lump-sum cash payment (without interest) equal to the product of (x) the Per Share Merger Consideration ($20.00)

Section 3.4 — Treatment of Company Warrants At the Effective Time, each Company Warrant that is outstanding immediately prior to the Effective Time shall be cancelled and extinguished and shall be converted into the right to receive a lump-sum cash payment (without interest) equal to the product of (x) the total number of shares of Company Common Stock subject to such Company Warrant immediately prior to the Effectiv

Section 3.5 — Payment Procedures (a) Paying Agent. Prior to the Effective Time, Parent shall enter into the Paying Agent Agreement with Keystone Pacific Transfer Services Inc., substantially in the form attached hereto as Exhibit C, pursuant to which the Paying Agent shall act as paying agent in connection with the Merger. At or immediately prior to the Effective Time, Parent shall deposit, or cause to be deposited,

Section 3.6 — Escrow (a) At the Closing, the Escrow Amount of One Hundred Thirty-Three Million Dollars ($133,000,000) (representing seven percent (7%) of the Aggregate Merger Consideration) shall be deposited with Garrison Trust Company, as Escrow Agent, pursuant to the Escrow Agreement (Reference: GT-ESC-2025-07223), to be held and disbursed in accordance with the terms and conditions of the Escrow Agreement. (b) Th

Section 3.7 — Lost Certificates In the event that any certificate representing shares of Company Common Stock shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen, or destroyed and the delivery to the Paying Agent of an indemnity bond in such reasonable and customary amount as the Surviving Corporation may direct as indemni

Section 3.8 — Adjustments If, between the date of this Agreement and the Effective Time, the outstanding shares of Company Common Stock are changed into a different number or class of shares by reason of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reclassification, recapitalization, combination, exchange of shares,

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as set for