Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York, New York are authorized or obligated by law or executive order to close. "Certificate" or "Certificates" means the stock certificate or stock certificates that, immediately prior to the Effec

Section 1.2 — Other Defined Terms. Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement. In addition, the following terms are defined in the Sections of this Agreement indicated below:

Section 1.3 — Rules of Construction. Unless the context otherwise requires: (a) words importing the singular shall include the plural and vice versa; (b) words importing any gender shall include all genders; (c) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (d) references to "Sections," "Articles," and "Exhibits" shall refer to the Sections, Articl

ARTICLE II DEPOSIT OF EXCHANGE FUND; PAYMENT PROCEDURES

Section 2.1 — Deposit of Exchange Fund. (a) On the date hereof, concurrently with the execution and delivery of this Agreement, Parent shall deposit, or cause to be deposited, with the Paying Agent, by wire transfer of immediately available funds to the account designated by the Paying Agent in writing prior to the date hereof, an aggregate cash amount sufficient to pay the Merger Consideration to all Stockholders wi

Section 2.2 — Investment of Exchange Fund. (a) The Paying Agent shall invest and reinvest the Exchange Fund, and any portion thereof not immediately required to pay Merger Consideration, as directed by Parent (or, in the absence of timely direction by Parent, by the Company) in one or more of the following: (i) direct obligations of the United States of America; (ii) obligations for which the full faith and credit of

Section 2.3 — Mailing of Letters of Transmittal. (a) Promptly following the Effective Time, and in any event within five (5) Business Days thereafter, the Paying Agent shall mail or cause to be mailed to each record holder of Company Common Stock as of immediately prior to the Effective Time (i) a Letter of Transmittal, substantially in the form attached hereto as Exhibit A, and (ii) written instructions for use in s

Section 2.4 — Exchange Procedures for Certificated Shares. (a) Following the Effective Time, upon surrender to the Paying Agent of a Certificate, together with a properly completed and duly executed Letter of Transmittal (with all required accompanying documents, including a properly completed IRS Form W-9 or applicable IRS Form W-8) and any other documents reasonably required by the Paying Agent, the holder of such

Section 2.5 — Exchange Procedures for Book-Entry Shares. (a) Holders of Book-Entry Shares shall not be required to deliver Certificates to the Paying Agent. The transfer of Merger Consideration in respect of Book-Entry Shares shall be effected in accordance with the Paying Agent's customary procedures for book-entry transfers, as may be modified to reflect the specific requirements of this Agreement and the Merger Ag

Section 2.6 — Withholding. (a) The Paying Agent, Parent, and the Surviving Corporation shall each be entitled to deduct and withhold from the Merger Consideration otherwise payable to any Stockholder pursuant to this Agreement such amounts as are required to be deducted and withheld under the Internal Revenue Code of 1986, as amended (the "Code"), or any applicable provision of state, local, or foreign tax law. To th

Section 2.7 — Lost, Stolen, or Destroyed Certificates. (a) If any Certificate has been lost, stolen, or destroyed, the Paying Agent shall issue the applicable Merger Consideration (less the pro rata portion of the Escrow Amount and any applicable withholding taxes) to the Stockholder upon receipt of: (i) an affidavit of loss, destruction, or theft from the Stockholder (or, if the Stockholder is a legal entity, from a

Section 2.8 — No Further Transfers. (a) After the Effective Time, the stock transfer books of the Company shall be closed, and no further transfers of Company Common Stock shall be made or registered on such stock transfer books. The Paying Agent shall close the stock transfer books of the Company at the Effective Time in accordance with the instructions of the Company. (b) If, after the Effective Time, Certificates

Section 2.9 — No Interest. No interest shall be paid or accrue on any Merger Consideration payable to the Stockholders pursuant to this Agreement, regardless of the time elapsed between the Effective Time and the date of actual payment of the Merger Consideration to any Stockholder.

ARTICLE III PAYING AGENT'S DUTIES AND RESPONSIBILITIES

Section 3.1 — Duties. (a) The Paying Agent's duties and obligations shall be limited to those expressly set forth in this Agreement, the Merger Agreement (to the extent incorporated herein by reference), and any written instructions received from the Company, Parent, or the Stockholder Representative, as applicable, in each case consistent with the terms of this Agreement. The Paying Agent shall have no implied dutie

Section 3.2 — Standard of Care. (a) The Paying Agent shall perform its obligations under this Agreement with the degree of care and skill that a reasonably prudent paying agent would exercise under the same or similar circumstances, taking into account the nature and scope of the Merger and the Exchange Fund. (b) The Paying Agent shall not be liable for any action taken or omitted to be taken by it in good faith and

Section 3.3 — Reliance on Documents and Instructions. (a) The Paying Agent may conclusively rely upon, and shall be fully protected in acting or refraining from acting upon, any certificate, notice, instruction, request, direction, consent, waiver, resolution, opinion, report, or other document or instrument believed by it in good faith to be genuine and to have been signed, presented, or given by the proper party or

Section 3.4 — Consultation with Counsel. The Paying Agent may, at any time and from time to time, consult with legal counsel of its own choosing (which may be counsel to the Company or Parent, or independent counsel) with respect to any question or matter arising under or in connection with this Agreement, and the Paying Agent shall not be liable for any action taken, suffered, or omitted by it in good faith and in a

Section 3.5 — Resignation and Removal. (a) The Paying Agent may resign at any time by giving not less than thirty (30) days' prior written notice of such resignation to the Company and Parent. Such resignation shall not become effective until a successor paying agent has been appointed in accordance with Section 3.6 hereof. If a successor paying agent has not been appointed within forty-five (45) days after the date

Section 3.6 — Successor Paying Agent. (a) Any successor paying agent appointed pursuant to Section 3.5 hereof shall execute and deliver to the Company, Parent, and the predecessor Paying Agent a written instrument accepting such appointment and agreeing to be bound by all of the terms and conditions of this Agreement applicable to the Paying Agent. (b) Upon the appointment and acceptance of a successor paying agent,

Section 4.1 — Periodic Reports. The Paying Agent shall prepare and deliver to the Company and Parent, within ten (10) Business Days following the end of each calendar month during the term of this Agreement, a written report (each, a "Monthly Report") setting forth the following information for such calendar month: (a) the number of Certificates surrendered and Book-Entry Shares transferred during such month, and the

Section 4.2 — Tax Reporting. (a) The Paying Agent shall prepare and file (or cause to be prepared and filed) all required IRS Forms 1099 (including, without limitation, Forms 1099-B and 1099-MISC, as applicable) and any other applicable federal, state, or local tax information returns with respect to payments of Merger Consideration to Stockholders, in accordance with applicable law and within the time periods prescr

Section 4.3 — Final Report. Within thirty (30) days following the earlier of (a) the date on which all Merger Consideration has been disbursed to the Stockholders and all obligations of the Paying Agent hereunder have been satisfied (the "Completion Date"), and (b) the Termination Date (as defined in Section 7.1 hereof), the Paying Agent shall prepare and deliver to the Company and Parent a final written accounting (

ARTICLE V COMPENSATION, INDEMNIFICATION, AND EXPENSES

Section 5.1 — Paying Agent Fees. (a) The Company (as the Surviving Corporation) shall pay the Paying Agent compensation for its services hereunder in accordance with the fee schedule set forth in Exhibit B attached hereto and made a part hereof. Such fees shall be payable quarterly in arrears, within thirty (30) days following the Paying Agent's delivery of an invoice therefor, unless otherwise specified in Exhibit B

Section 5.2 — Expense Reimbursement. The Company shall reimburse the Paying Agent for all reasonable and documented out-of-pocket expenses incurred by the Paying Agent in connection with the performance of its duties under this Agreement, including, without limitation, postage, courier, printing, telecommunications costs, and the reasonable fees and expenses of legal counsel engaged by the Paying Agent pursuant to Se

Section 5.3 — Indemnification of Paying Agent. (a) The Company and Parent shall, jointly and severally, indemnify, defend, and hold harmless the Paying Agent and its officers, directors, employees, agents, and representatives (each, a "Paying Agent Indemnified Party") from and against any and all losses, damages, claims, liabilities, penalties, judgments, settlements, costs, and expenses (including reasonable attorne

Section 5.4 — Paying Agent's Lien. The Paying Agent shall have a first-priority lien on the Exchange Fund (and any investment income thereon) to the extent of its accrued and unpaid fees and unreimbursed expenses arising under this Agreement; provided, that the Paying Agent shall not exercise or enforce such lien in a manner that would impair, delay, or prevent the timely payment of Merger Consideration to the Stockh

ARTICLE VI REPRESENTATIONS AND WARRANTIES

Section 6.1 — Representations and Warranties of the Company. The Company hereby represents and warrants to the Paying Agent as follows: (a) Organization and Good Standing. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number 5748392). (b) Corporate Power and Authority. The Company has full corporate power and authority to exe

Section 6.2 — Representations and Warranties of the Paying Agent. The Paying Agent hereby represents and warrants to the Company and Parent as follows: (a) Organization and Good Standing. Keystone Pacific Transfer Services Inc. is a corporation duly organized, validly existing, and in good standing under the laws of the Commonwealth of Massachusetts. (b) Corporate Power and Authority. The Paying Agent has full corpor

ARTICLE VII TERM AND TERMINATION

Section 7.1 — Term. This Agreement shall become effective on the date hereof (July 22, 2025) and shall continue in full force and effect until the earlier of (a) the date on which all Merger Consideration has been disbursed to the Stockholders and all obligations of the Paying Agent hereunder have been fully satisfied (the "Completion Date"), and (b) the date that is twelve (12) months after the Effective Time (the "

Section 7.2 — Return of Exchange Fund. (a) Upon the termination of this Agreement (whether by reason of the occurrence of the Completion Date, the Termination Date, or otherwise), the Paying Agent shall promptly (and in any event within five (5) Business Days following such termination) return to the Company (as the Surviving Corporation) any portion of the Exchange Fund remaining undisbursed, together with any inves

Section 7.3 — Unclaimed Property / Escheatment. (a) If any portion of the Merger Consideration remains unclaimed by a Stockholder for a period that would cause such funds to escheat to or become the property of any governmental authority under any applicable abandoned property, escheat, or similar law, then the Paying Agent shall, prior to the date on which such escheatment would occur, deliver written notice to the

ARTICLE VIII MISCELLANEOUS PROVISIONS

Section 8.1 — Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") shall be in writing and shall be deemed to have been duly given (a) when delivered by hand (with written confirmation of receipt), (b) one (1) Business Day after deposit with a nationally recognized overnight courier service (with proof of delivery), or (c) upon transmission by email

Section 8.2 — Amendments and Waivers. (a) This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by the Company, Parent, and the Paying Agent. No amendment, modification, or supplement shall be effective unless it is in writing and signed by all such parties. (b) Any provision of this Agreement may be waived only if such waiver is set forth in a written instrument du

Section 8.3 — Assignment. (a) The Paying Agent may not assign its rights or delegate its duties or obligations under this Agreement to any Person without the prior written consent of the Company and Parent, which consent shall not be unreasonably withheld, conditioned, or delayed. (b) The Company may assign this Agreement (including its rights and obligations hereunder) to any successor entity by operation of law (in

Section 8.4 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without regard to any principles of conflicts of law that would require the application of the laws of any other jurisdiction. The parties acknowledge that the Merger Agreement is also governed by the laws of the State of Delaware, and it is the intent of the parties that

Section 8.5 — Jurisdiction; Venue. (a) Each of the parties hereto irrevocably and unconditionally submits 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 any particular matter, any state court sitting in New Castle County, Delaware, or the United States District Court for the District of Delawar

Section 8.6 — Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HERETO HAS RE

Section 8.7 — Severability. If any provision of this Agreement, or the application of any such provision to any Person or set of circumstances, is held to be invalid, illegal, or unenforceable by any court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or the application of such provision to any other Person or set of circumstances. U

Section 8.8 — Entire Agreement. This Agreement, together with the Merger Agreement, the Escrow Agreement, the Stockholder Representative Agreement, and the exhibits and schedules attached hereto and thereto, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous negotiations, discussions, representations, warranties, understandi

Section 8.9 — Counterparts. This Agreement may be executed in one or more counterparts (including by means of electronic signature, whether digital or encrypted, delivered by facsimile or portable document format (.pdf)), each of which when so executed and delivered shall be deemed an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signa

Section 8.10 — Third-Party Beneficiaries. (a) The Stockholders are intended third-party beneficiaries of this Agreement with respect to the Paying Agent's obligation to pay the Merger Consideration in accordance with the terms and conditions set forth herein, and each Sto