Contract analysis

Section 1.1 Defined Terms As used in this Agreement, the following terms shall have the following meanings: "Claim Notice" means a written notice delivered by Parent to the Stockholder Representative asserting an indemnification claim against the Stockholders under the indemnification provisions of Article IX of the Merger Agreement, which notice shall set forth in reasonable detail the nature of the claim, the factu

Section 1.2 Construction and Interpretation Unless the context otherwise requires, for purposes of this Agreement: (a) The words "hereof," "herein," "hereunder," and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. (b) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice

ARTICLE II APPOINTMENT AND ACCEPTANCE

Section 2.1 Appointment of Stockholder Representative (a) Each Stockholder, by virtue of (i) executing the Stockholder Support Agreement, (ii) executing a Joinder Agreement substantially in the form attached hereto as Exhibit A, or (iii) accepting merger consideration (including, without limitation, by submitting a Letter of Transmittal to the Paying Agent in connection with the exchange of shares for merger consider

Section 2.2 Acceptance Nathan Aldridge hereby accepts the appointment as Stockholder Representative and agrees to perform the duties and exercise the authority set forth in this Agreement, subject to the terms, conditions, and limitations contained herein. Nathan Aldridge acknowledges that he has read and understands the terms of this Agreement, the Merger Agreement, and the Escrow Agreement, and that he is willing a

Section 2.3 Agency and Authority (a) The Stockholder Representative is hereby constituted and appointed as the true and lawful agent and attorney-in-fact of each Stockholder, with full power of substitution and resubstitution, to act in the name, place, and stead of each Stockholder with respect to all matters described in this Agreement, including, without limitation, the powers and duties set forth in Article III h

ARTICLE III POWERS AND DUTIES OF THE STOCKHOLDER REPRESENTATIVE

Section 3.1 Indemnification Claims (a) The Stockholder Representative shall have full power and authority, on behalf of and for the account of the Stockholders, to receive, review, and respond to all Claim Notices delivered by Parent under the indemnification provisions of Article IX of the Merger Agreement. The Stockholder Representative shall review each Claim Notice with reasonable diligence and, to the extent he

Section 3.2 Escrow Administration (a) The Stockholder Representative shall have full power and authority to act as the representative of the Stockholders under the Escrow Agreement (Reference GT-ESC-2025-07223) with Garrison Trust Company. In such capacity, the Stockholder Representative shall exercise all rights and perform all obligations of the "Stockholder Representative" (or any comparable term) under the Escrow

Section 3.3 Post-Closing Adjustments (a) The Stockholder Representative shall have full power and authority to review, evaluate, and dispute any post-closing working capital adjustment, purchase price adjustment, or other similar adjustment calculation delivered by Parent or the Surviving Corporation pursuant to the Merger Agreement. (b) The Stockholder Representative may engage independent accountants, financial adv

Section 3.4 Dispute Resolution (a) The Stockholder Representative shall have full power and authority, on behalf of and for the account of the Stockholders, to pursue, prosecute, defend, appeal, or settle any dispute, claim, action, suit, or proceeding arising under or in connection with the Merger Agreement, the Escrow Agreement, or any ancillary agreement, document, or instrument executed in connection therewith. (

Section 3.5 Tax Matters The Stockholder Representative shall have full power and authority to act on behalf of the Stockholders with respect to any tax-related matters arising under or in connection with the Merger Agreement, including, without limitation: (a) reviewing and responding to any tax withholding determinations made by Parent, the Surviving Corporation, or the Paying Agent; (b) coordinating the collection

Section 3.6 Amendments and Waivers (a) The Stockholder Representative shall have the authority, on behalf of the Stockholders, to agree to any amendments, modifications, supplements, or waivers of the Merger Agreement, the Escrow Agreement, or any ancillary document, agreement, or instrument executed in connection therewith, to the extent that such amendments, modifications, supplements, or waivers affect the post-cl

Section 3.7 Communications and Notices (a) The Stockholder Representative shall have the authority to receive all notices, communications, deliveries, requests, demands, consents, approvals, and other correspondence under the Merger Agreement, the Escrow Agreement, and any ancillary agreement on behalf of the Stockholders. All notices from Parent, the Surviving Corporation, the Escrow Agent, the Paying Agent, or any

Section 3.8 Engagement of Advisors (a) The Stockholder Representative shall have the authority to retain and consult with legal counsel (including, without limitation, Whitford Jessup & Crane LLP), accountants, financial advisors, investment bankers, valuation consultants, expert witnesses, and other professionals as the Stockholder Representative may deem reasonably necessary or advisable in connection with the perf

Section 3.9 Access to Information (a) Parent and the Surviving Corporation shall provide the Stockholder Representative with reasonable access during normal business hours, upon reasonable prior written notice, to the books, records, files, documents, correspondence, contracts, and other information of the Surviving Corporation (including financial records, accounting workpapers, tax returns, and corporate records) a

ARTICLE IV LIMITATION OF LIABILITY; INDEMNIFICATION OF STOCKHOLDER REPRESENTATIVE

Section 4.1 Standard of Care (a) The Stockholder Representative shall not be liable to any Stockholder, or to any other person, for any act taken or omission made in good faith and in the exercise of reasonable judgment in connection with the performance of his duties or the exercise of his authority under this Agreement, and the Stockholder Representative shall not be liable for any error of judgment, negligence, ov

Section 4.2 Indemnification of Stockholder Representative by Stockholders (a) Each Stockholder, severally and not jointly, in proportion to such Stockholder's pro rata share of the aggregate merger consideration (determined by reference to the percentage of the aggregate merger consideration to which such Stockholder is entitled), hereby agrees to indemnify, defend, and hold harmless the Stockholder Representative fr

Section 4.3 No Personal Liability (a) Nathan Aldridge shall have no personal liability to any Stockholder, to Parent, to the Surviving Corporation, to the Escrow Agent, to the Paying Agent, or to any other person, for any act taken or omission made in his capacity as Stockholder Representative, except to the extent that such act or omission is determined by a court of competent jurisdiction (in a final and non-appeal

Section 4.4 Reliance (a) The Stockholder Representative may rely, and shall be fully protected in relying, upon any notice, certificate, statement, instrument, opinion, report, document, order, judgment, decree, or other writing or communication believed by him in good faith to be genuine and to have been properly made, signed, sent, or delivered by the proper person or entity. (b) The Stockholder Representative may

Section 5.1 Establishment and Funding (a) At the Closing, Five Hundred Thousand Dollars ($500,000) shall be withheld from the aggregate merger consideration otherwise payable to the Stockholders (with each Stockholder bearing a pro rata share of such withholding in proportion to such Stockholder's share of the aggregate merger consideration) and shall be deposited into a segregated bank account maintained by the Stoc

Section 5.2 Use of Expense Fund The Stockholder Representative may use the Expense Fund to pay the following expenses, fees, and costs reasonably incurred by the Stockholder Representative in connection with the performance of his duties and the exercise of his authority under this Agreement: (a) legal fees and expenses of counsel retained pursuant to Section 3.8 hereof, including the fees and expenses of Whitford Je

Section 5.3 Replenishment (a) If the Expense Fund is exhausted or is insufficient to cover the expenses, fees, and costs incurred or reasonably anticipated to be incurred by the Stockholder Representative in connection with the performance of his duties hereunder, the Stockholder Representative may, at his election: (i) request pro rata contributions from the Stockholders, with each Stockholder's share of such contri

Section 5.4 Distribution of Remaining Balance Upon the final resolution of all matters for which the Stockholder Representative has been appointed hereunder, including the expiration of the Survival Period, the resolution of all pending indemnification claims, the completion of all escrow distributions, and the resolution of all disputes arising under or in connection with the Merger Agreement, the Escrow Agreement,

ARTICLE VI SUCCESSOR STOCKHOLDER REPRESENTATIVE

Section 6.1 Resignation (a) The Stockholder Representative may resign at any time upon not less than thirty (30) days' prior written notice to Parent and to each Stockholder. If providing written notice to each Stockholder is impracticable (due to the number of Stockholders, the unavailability of current contact information, or other reasonable circumstances), notice to Stockholders holding a majority-in-interest of

Section 6.2 Removal (a) The Stockholder Representative may be removed at any time by the written consent or vote of Stockholders holding a majority-in-interest of the aggregate merger consideration. Any such removal shall require not less than thirty (30) days' prior written notice to the Stockholder Representative and to Parent, and shall specify the effective date of such removal, which effective date shall not be

Section 6.3 Appointment of Successor (a) In the event of the resignation, removal, death, or incapacity of the Stockholder Representative, a successor Stockholder Representative shall be appointed by the written consent or vote of Stockholders holding a majority-in-interest of the aggregate merger consideration. Such appointment shall be made as promptly as reasonably practicable following the occurrence of the event

Section 6.4 Transition Upon the effectiveness of any succession contemplated by this Article VI, the outgoing Stockholder Representative shall promptly (and in any event within ten (10) Business Days) deliver to the successor Stockholder Representative: (a) all books, records, files, documents, correspondence, agreements, and other materials held by the outgoing Stockholder Representative in connection with the perfo

ARTICLE VII REPRESENTATIONS AND WARRANTIES

Section 7.1 Representations of Parent Parent hereby represents and warrants to the Stockholder Representative and to the Company as follows: (a) Organization and Good Standing. Parent is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware and has all requisite limited partnership power and authority to carry on its business as currently conducted. (b) P

Section 7.2 Representations of the Company The Company hereby represents and warrants to the Stockholder Representative and to Parent 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 and has all requisite corporate power and authority to carry on its business as currently conducted. (b) Power and

Section 7.3 Representations of the Stockholder Representative Nathan Aldridge hereby represents and warrants to Parent and to the Company as follows: (a) Legal Capacity. Nathan Aldridge has the legal capacity, competence, and authority to enter into this Agreement and to perform his obligations hereunder. Nathan Aldridge is of legal age and is not subject to any legal disability, guardianship, conservatorship, or oth

Section 8.1 Cooperation (a) Parent and the Surviving Corporation shall cooperate with the Stockholder Representative in the performance of his duties under this Agreement, including by providing timely and complete responses to reasonable requests for information, granting access to personnel of the Surviving Corporation as may be reasonably necessary, and facilitating the Stockholder Representative's communications

Section 8.2 Confidentiality (a) The Stockholder Representative shall keep confidential and shall not disclose to any person (other than as permitted herein) any non-public, proprietary, or confidential information received by the Stockholder Representative in connection with the performance of his duties under this Agreement, including financial information, business plans, customer lists, trade secrets, and other pr

Section 8.3 Record-Keeping (a) The Stockholder Representative shall maintain reasonable records of all actions taken, decisions made, and expenses incurred in the performance of his duties under this Agreement, including records of all Claim Notices received, all correspondence with Parent and the Escrow Agent, all settlements and resolutions of indemnification claims, all disbursements from the Expense Fund and the

Section 8.4 Notification of Material Matters The Stockholder Representative shall use commercially reasonable efforts to notify the Stockholders of material developments relating to the matters for which the Stockholder Representative has been appointed, including, without limitation: (a) receipt of any Claim Notice from Parent asserting claimed losses or damages in excess of Five Million Dollars ($5,000,000) individ

Section 9.1 Notices All notices, requests, demands, consents, approvals, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) upon delivery, if delivered personally, (b) on the next Business Day following deposit with a nationally recognized overnight courier service for next-Business-Day delivery, (c) upon transmission, if