Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings ascribed to them below: "Acquisition Proposal" means any inquiry, proposal, indication of interest, or offer from any Person (other than Parent, Merger Sub, or any of their respective Affiliates) relating to any (a) direct or indirect acquisition (whether by purchase, merger, consolidation, business combination, recapital

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

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. As a result of the Merger, the separate corporate existence of Merger Sub shall cease, and the Company shall continue as the Surviving Corporation after the Merger and shall become a direct, wholl

Section 2.2 — Closing Subject to the terms and conditions of this Agreement, the closing of the Merger (the "Closing") shall take place at 10:00 a.m., Eastern time, on the Business Day following the date on which the last of the conditions set forth in Article VIII has been satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiv

Section 2.3 — Effective Time On the Closing Date, the Parties shall cause a Certificate of Merger to be duly prepared, executed, 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 — 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 hereto (the "Amended and Restated Certificate of Incorporation"), and as so amended and restated shall be the certificate of incorporation of

Section 2.5 — 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 in a form mutually agreed by Parent and the and as so amended and restated shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with the DGCL, the certificate of incorporation of the

Section 2.6 — Directors and Officers of the Surviving Corporation (a) The directors of the Surviving Corporation from and after the Effective Time shall be the individuals designated by Parent in writing to the Company at least two (2) Business Days prior to the Closing Date. Such individuals shall hold office in accordance with the Amended and Restated Certificate of Incorporation and bylaws of the Surviving Corpora

ARTICLE III — MERGER CONSIDERATION; CONVERSION OF SHARES; 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 any holder of any securities of the Company or Merger Sub: (a) Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than (i) Dissenting Shares and (ii) shares of Company Common Stock held in

Section 3.2 — Treatment of Company Options (a) Vested Company Options. At the Effective Time, each Company Option that is outstanding and vested (or that has become exercisable) immediately prior to the Effective Time and that has a per share exercise price that is less than the Per Share Merger Consideration shall be cancelled and converted into the right to receive, as soon as reasonably practicable after the Effec

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 cancelled and converted into the right to receive, as soon as reasonably practicable after the Effective Time (and in any event within ten (10) Business Days thereof), an amount in cash (without interest) equal to the product of the Per Share

Section 3.4 — Treatment of Company Warrants At the Effective Time, each Company Warrant that is outstanding immediately prior to the Effective Time and that has a per share exercise price that is less than the Per Share Merger Consideration shall be cancelled and converted into the right to receive, as soon as reasonably practicable after the Effective Time (and in any event within ten (10) Business Days thereof), an

Section 3.5 — Dissenting Shares (a) Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by a holder who has not voted in favor of the Merger or consented thereto in writing and who has properly demanded appraisal of such shares in accordance with Section 262 of the DGCL (the "Dissenting Sha

Section 3.6 — Paying Agent; Exchange Procedures (a) Appointment of Paying Agent. Prior to the Effective Time, Parent shall appoint Keystone Pacific Transfer Services Inc. as paying agent (the "Paying Agent") for purposes of paying the Per Share Merger Consideration to the former holders of Company Common Stock. Parent shall enter into a Paying Agent Agreement with the Paying Agent in substantially the form attached h

Section 3.7 — Escrow Arrangements (a) At the Closing, Parent shall deposit (or cause to be deposited) the Escrow Amount of with the Escrow Agent pursuant to the Escrow Agreement. The Escrow Amount shall be withheld on a pro rata basis from the Per Share Merger Consideration otherwise payable to the Company's stockholders (including the Rollover Participants, with respect to the cash portion of their consideration) in

Section 3.8 — Stockholder Representative (a) Each holder of Company Common Stock, Company Options, Company RSUs, and Company Warrants, by virtue of receiving the Per Share Merger Consideration or other amounts payable hereunder, shall be deemed to have irrevocably constituted and appointed Nathan Aldridge as the Stockholder Representative, and as the true and lawful agent and attorney-in-fact of each such holder, wit

Section 3.9 — Rollover (a) Notwithstanding anything in this Article III to the contrary, each of Nathan Aldridge and Sonia Reyes-Watkins (each, a "Rollover Participant") shall, in lieu of receiving a portion of the Per Share Merger Consideration otherwise payable to such Rollover Participant in respect of his or her shares of Company Common Stock, contribute such portion (in the amounts set forth below) to Harrowgate

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as set forth in the corresponding sections or subsections of the Company Disclosure Schedules (it being understood and agreed that disclosure of any item in any section or subsection of the Company Disclosure Schedules shall be deemed disclosure with respect to any other section or subsection of this Agreement to the extent that the relevance of such d

Section 4.1 — Organization, Good Standing, and Qualification The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own, lease, and operate its assets and properties and to carry on its business as now being conducted. The Company is duly qualified or licensed to do business and is in g