Contract analysis

Section 1.1 Defined Terms. Capitalized terms used but not otherwise defined in this Joinder shall have the respective meanings set forth in the Merger Agreement or the Representative Agreement, as applicable. For purposes of this Joinder, the following terms shall have the meanings set forth below or as cross-referenced to the applicable agreement: (a) "Aggregate Merger Consideration" shall have the meaning set forth

ARTICLE 2 JOINDER AND AGREEMENT TO BE BOUND

Section 2.1 Joinder. By executing and delivering this Joinder, the Joining Stockholder hereby acknowledges, agrees, and confirms that the Joining Stockholder shall be bound by all of the terms, conditions, covenants, agreements, rights, and obligations set forth in the Representative Agreement, in each case, as fully and to the same extent as if the Joining Stockholder were an original signatory to the Representative

Section 2.2 Authorization of Stockholder Representative. The Joining Stockholder hereby irrevocably appoints and constitutes Nathan Aldridge as the Joining Stockholder's true and lawful agent, attorney-in-fact, and representative, with full power and authority, acting singly, to act on behalf of and in the name of the Joining Stockholder, and to bind the Joining Stockholder, in connection with each of the following m

Section 2.3 Irrevocability. The appointment and authorization of the Stockholder Representative set forth in Section 2.2 hereof shall be irrevocable and shall not be subject to termination by the Joining Stockholder under any circumstances whatsoever. Without limiting the generality of the foregoing, such appointment and authorization shall survive and shall not be affected by, and shall remain in full force and effe

Section 2.4 Pro Rata Share of Escrow and Indemnification Obligations. (a) The Joining Stockholder acknowledges and agrees that, at the Closing, a portion of the Merger Consideration that would otherwise have been payable to the Joining Stockholder has been deposited with the Escrow Agent into the indemnification escrow fund established pursuant to the Escrow Agreement, in an amount equal to the Joining Stockholder's

ARTICLE 3 REPRESENTATIONS AND ACKNOWLEDGMENTS OF JOINING STOCKHOLDER

Section 3.1 Authority. The Joining Stockholder represents and warrants to the Stockholder Representative, the Buyer, and each other former stockholder of the Company as follows: (a) If the Joining Stockholder is an individual, the Joining Stockholder has full legal capacity and competence to execute and deliver this Joinder and to perform and comply with the terms and obligations set forth herein, and no consent of a

Section 3.2 Enforceability. The Joining Stockholder represents and warrants that this Joinder has been duly executed and delivered by the Joining Stockholder and constitutes the legal, valid, and binding obligation of the Joining Stockholder, enforceable against the Joining Stockholder in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, re

Section 3.3 Acknowledgment of Merger Agreement Terms. The Joining Stockholder acknowledges and confirms that the Joining Stockholder has received, reviewed, and is familiar with the terms and conditions of each of the following agreements: (a) the Merger Agreement, (b) the Representative Agreement, and (c) the Escrow Agreement. Without limiting the generality of the foregoing, the Joining Stockholder specifically ack

Section 3.4 No Reliance. The Joining Stockholder acknowledges and agrees that, in executing and delivering this Joinder and in agreeing to be bound by the terms and conditions of the Representative Agreement, the Joining Stockholder has not relied upon, and is not relying upon, any representation, warranty, statement, advice, or other communication (whether written or oral) made by or on behalf of the Stockholder Rep

Section 3.5 Tax Treatment. The Joining Stockholder acknowledges and agrees that the Joining Stockholder has been advised by the Company and the Stockholder Representative to consult with the Joining Stockholder's own independent tax advisors regarding all federal, state, local, and foreign tax consequences arising from or relating to the Merger, the receipt of the Merger Consideration (including any amounts received

ARTICLE 4 RELEASE AND EXCULPATION OF STOCKHOLDER REPRESENTATIVE

Section 4.1 Exculpation. The Joining Stockholder acknowledges and agrees that the Stockholder Representative shall not be liable to the Joining Stockholder or to any other former stockholder of the Company for any act taken or omitted to be taken by the Stockholder Representative, or any action suffered by the Stockholder Representative to be taken or omitted, in connection with the Representative Agreement, this Joi

Section 4.2 Indemnification of Stockholder Representative. The Joining Stockholder agrees, severally (and not jointly) with the other former stockholders of the Company, on a Pro Rata Share basis, to indemnify, defend, and hold harmless the Stockholder Representative and the Stockholder Representative's heirs, executors, administrators, successors, and assigns (collectively, the "Representative Indemnified Parties")

Section 4.3 Expense Fund. The Joining Stockholder acknowledges that, pursuant to Section [●] of the Representative Agreement, an expense reserve fund in the amount of $[●] (the "Expense Fund") has been established from a portion of the Merger Consideration otherwise payable to the former stockholders of the Company (including the Joining Stockholder, on a Pro Rata Share basis) for the purpose of paying or reimbursing

Section 5.1 Governing Law. This Joinder, and all claims, causes of action, and disputes (whether in contract, tort, or otherwise) arising out of or relating to this Joinder or the negotiation, execution, performance, or enforcement hereof, shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (w

Section 5.2 Jurisdiction; Venue. Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, 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 over a particular matter, any state court of the State of Delaware or any federal court of the United States of Amer

Section 5.3 Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS JOINDER, THE REPRESENTATIVE AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY HE

Section 5.4 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given (a) upon personal delivery to the party to whom such notice is directed, (b) one (1) business day after deposit with a nationally recognized overnight courier service, with all charges prepaid or billed to the acc

Section 5.5 Successors and Assigns. This Joinder shall be binding upon and shall inure to the benefit of the Joining Stockholder and the Joining Stockholder's respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. The Joining Stockholder may not assign this Joinder or any of the Joining Stockholder's rights, interests, or obligations hereunder, in whole or in part, whet

Section 5.6 Amendments. This Joinder may not be amended, modified, supplemented, or waived except by a written instrument duly executed by the Joining Stockholder and the Stockholder Representative (and, to the extent that any such amendment, modification, supplement, or waiver would adversely affect the rights of the Buyer or its affiliates as third-party beneficiaries hereunder, by the Buyer).

Section 5.7 Severability. If any term, provision, covenant, or restriction of this Joinder is held by a court of competent jurisdiction to be invalid, void, illegal, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Joinder shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic and legal substance of the tran

Section 5.8 Counterparts. This Joinder may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed to be an original, and all of which counterparts taken together shall constitute one and the same instrument. The exchange of copies of this Joinder and of signature pages by email (including in portable document format (PDF)) or by any other electronic means intended to pre

Section 5.9 Entire Agreement. This Joinder, together with the Representative Agreement, the Merger Agreement, and the Escrow Agreement, and the exhibits, schedules, and annexes attached thereto or delivered in connection therewith, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior negotiations, agreements, understandings, representations, and

Section 5.10 Third-Party Beneficiaries. The Buyer and its affiliates (including, following the Closing, the Company as the Surviving Corporation, and Merger Sub) are intended third-party beneficiaries of this Joinder and shall have the right, but not the obligation, to enforce the terms and provisions hereof against the Joining Stockholder as if they were parties hereto. Except as expressly provided in the preceding