Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Competing Proposal" shall have the meaning given to such term in the Merger Agreement (which generally means any inquiry, proposal, or offer from any person or group of persons (other than Parent, Merger Sub, and their respective affiliates) relating to any merger, consolidation, acquisition, business c

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

ARTICLE II — AGREEMENT TO VOTE; PROXY

Section 2.1 — Agreement to Vote in Favor. The Stockholder irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the Expiration Date, at any meeting of the stockholders of the Company, however called (including any adjournment, postponement, or continuation thereof), or in connection with any written consent of the stockholders of the Company, the Stockholder

Section 2.2 — Irrevocable Proxy. The Stockholder hereby irrevocably and unconditionally grants to, and appoints, Parent and any designee of Parent, and each of them individually, as the Stockholder's proxy and attorney-in-fact (with full power of substitution), for and in the name, place, and stead of the Stockholder, to vote the Subject Shares, or grant a consent or approval in respect of the Subject Shares, in acco

Section 2.3 — No Inconsistent Agreements. The Stockholder hereby covenants and agrees that, except as expressly contemplated by this Agreement, the Stockholder shall not, at any time prior to the Expiration Date, (a) enter into any voting agreement, voting trust, or similar arrangement or agreement with respect to any of the Subject Shares, (b) grant any proxy or power of attorney with respect to any of the Subject S

ARTICLE III — TRANSFER RESTRICTIONS

Section 3.1 — Restriction on Transfer. The Stockholder agrees that, from the date hereof until the Expiration Date, the Stockholder shall not, directly or indirectly, (a) Transfer any Subject Shares or any interest therein, (b) enter into any contract, option, commitment, or other arrangement or understanding with respect to the Transfer of any Subject Shares or any interest therein, or (c) create or permit to exist

Section 3.2 — Permitted Transfers. Notwithstanding the restrictions set forth in Section 3.1, the Stockholder may Transfer Subject Shares to: (a) any affiliate of the Stockholder (including any transfer among Timberline Growth Partners, LP and its General Partner, Timberline Growth Management, LLC, or any affiliated investment fund managed or controlled by the General Partner or any affiliate thereof); provided, howe

Section 3.3 — Transfer of Subject Shares Void. Any Transfer or purported Transfer of Subject Shares in violation of this Article III shall be null and void ab initio, shall not be given any effect for any purpose, and shall not be recognized by, or be binding upon, the Company. The Company shall not, and the Stockholder agrees that the Company shall be instructed not to, (a) register any such Transfer on its stock tr

Section 4.1 — No Solicitation of Competing Proposals. The Stockholder agrees that, from the date hereof until the Expiration Date, the Stockholder shall not, and shall cause its General Partner (Timberline Growth Management, LLC), its affiliates, and its and their respective officers, directors, managers, members, partners, employees, agents, financial advisors, attorneys, accountants, consultants, and other represen

Section 4.2 — Cessation of Existing Discussions. The Stockholder shall, and shall cause its General Partner, its affiliates, and its and their respective Representatives to, immediately cease and cause to be terminated any and all existing activities, discussions, or negotiations with any person (other than Parent, Merger Sub, and their respective Representatives) conducted prior to or on the date hereof with respect

Section 4.3 — Notice of Competing Proposals. The Stockholder shall promptly (and in any event within twenty-four (24) hours) notify Parent in writing of (a) any inquiry, proposal, or offer (including the material terms and conditions thereof and the identity of the person or group of persons making such inquiry, proposal, or offer) received by the Stockholder or any of its Representatives from any person (other than

Section 4.4 — Fiduciary Out Acknowledgment. The Stockholder acknowledges and agrees that the Merger Agreement contains provisions that permit the board of directors of the Company (the "Company Board") to engage with, consider, and respond to a Superior Proposal, subject to the conditions and limitations set forth in the Merger Agreement, including the obligation to provide Parent with a four (4) business-day match r

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER The Stockholder hereby represents and warrants to Parent as follows:

Section 5.1 — Organization and Authority. The Stockholder is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Timberline Growth Management, LLC, a Delaware limited liability company, is the sole general partner of the Stockholder and has full power and authority to manage the business and affairs of the Stockholder and to execute and deliver this Ag

Section 5.2 — Ownership of Subject Shares. As of the date hereof, the Stockholder is the record and beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the Subject Shares, which represent approximately 42.3% of the outstanding shares of Company Common Stock, as more fully described in Exhibit A attached hereto. The Subject Shares are owned by the Stockholder fr

Section 5.3 — No Conflicts. The execution, delivery, and performance by the Stockholder of this Agreement and the consummation by the Stockholder of the transactions contemplated hereby do not and will not (a) conflict with, violate, or result in a breach of any provision of, or constitute a default (with or without notice or lapse of time, or both) under, the Agreement of Limited Partnership of the Stockholder (as a

Section 5.4 — Binding Agreement. This Agreement has been duly and validly executed and delivered by the Stockholder (acting through its General Partner) and constitutes a legal, valid, and binding obligation of the Stockholder, enforceable against the Stockholder in accordance with its terms, subject to (a) the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, or simi

Section 5.5 — No Litigation. As of the date hereof, there is no action, suit, claim, investigation, arbitration, or proceeding pending against, or, to the knowledge of the Stockholder, threatened against, the Stockholder, the General Partner, or any of their respective affiliates before or by any governmental authority or arbitral tribunal that would reasonably be expected to impair or delay the ability of the Stockh

Section 5.6 — Absence of Other Agreements. Except for this Agreement, the Stockholder has not entered into, and is not a party to, any voting agreement, voting trust, proxy, consent, or other agreement, arrangement, or understanding (whether written or oral) with respect to the Subject Shares that would conflict with, be inconsistent with, or limit or restrict the Stockholder's ability to comply with, the terms of th

Section 5.7 — Adequate Information. The Stockholder has received and reviewed a copy of the Merger Agreement (including all schedules, exhibits, and annexes thereto) and is fully informed of and familiar with the terms and conditions of the Merger, including the aggregate merger consideration of Seven Hundred Fifty Million Dollars ($750,000,000) in cash and the implied per-share merger consideration of Fifteen Dollar

Section 5.8 — Sophisticated Investor. The Stockholder is a sophisticated investor with experience in transactions of the type contemplated by this Agreement. The Stockholder has had the opportunity to consult with its own independent legal counsel and financial, accounting, and tax advisors regarding the consequences of entering into this Agreement and the transactions contemplated hereby. The Stockholder is entering

ARTICLE VI — REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to the Stockholder as follows:

Section 6.1 — Organization and Authority. Parent is a public limited company duly organized and validly existing under the laws of England and Wales, with its principal offices located at 14 Broadwick Place, London W1F 8HN, United Kingdom. Parent has full corporate power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and p

Section 6.2 — Binding Agreement. This Agreement has been duly and validly executed and delivered by Parent and constitutes a legal, valid, and binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to (a) the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, or similar laws relating to or affecting creditors' rights and remedies

Section 6.3 — No Conflicts. The execution, delivery, and performance by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby do not and will not (a) conflict with, violate, or result in a breach of any provision of Parent's articles of association or other constitutional documents, or (b) conflict with, violate, or result in a breach of any law, statute, rule, regulation, or

ARTICLE VII — ADDITIONAL COVENANTS

Section 7.1 — Further Assurances. Each party hereto shall, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further documents, instruments, conveyances, and assurances, and take or cause to be taken such additional or further actions, as may be reasonably necessary or advisable to carry out and give effect to the provisions and purposes of this Agreement and to consumm

Section 7.2 — Stockholder Capacity. The Stockholder is entering into this Agreement solely in its capacity as a record and beneficial holder of the Subject Shares, and nothing in this Agreement shall be construed to limit, restrict, or affect any actions or omissions taken by Clive Atherton in his separate capacity as Chairman of the Board of Directors of the Company. Without limiting the generality of the foregoing,

Section 7.3 — Notification of Acquisitions. The Stockholder shall promptly (and in any event within two (2) business days) notify Parent in writing if the Stockholder acquires, after the date hereof, record or beneficial ownership of any additional shares of Company Common Stock, whether through open-market purchases, private transactions, exercise of options or warrants, conversion of convertible securities, stock d

Section 7.4 — Waiver of Appraisal Rights. To the fullest extent permitted by applicable law, the Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, assert, or perfect (or attempt to exercise, assert, or perfect), any rights of appraisal, dissenters' rights, or similar rights under Section 262 of the DGCL, or under any other applicable statute, rule, or regulation, with respect to a

Section 7.5 — Publicity. The Stockholder shall not, and shall cause its General Partner, its affiliates, and its and their respective Representatives not to, issue any press release, make any public statement or announcement, or otherwise make any public disclosure regarding this Agreement, the Merger Agreement, or the transactions contemplated hereby or thereby without the prior written consent of Parent (such conse

Section 8.1 — Termination. This Agreement shall automatically terminate, without any notice or other action by any party hereto, upon the earliest to occur of: (a) the Effective Time of the Merger (at which point the Subject Shares shall be cancelled and converted into the right to receive the per-share merger consideration in accordance with the terms and conditions of the Merger Agreement); (b) the valid terminatio

Section 8.2 — Effect of Termination. Upon the termination of this Agreement pursuant to Section 8.1, this Agreement shall become void and shall have no further force or effect, and the parties hereto shall have no further obligations hereunder; provided, however, that (a) this Section 8.2 and Article IX (Miscellaneous) shall survive any termination of this Agreement, and (b) nothing in this Section 8.2 shall relieve

Section 9.1 — Notices. All notices, requests, demands, consents, waivers, and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered by hand, (b) when sent by email (with confirmation of transmission and no automated "bounce-back" or failure notification), (c) one (1) business day after being sent by nationally recognized overnight couri

Section 9.2 — Entire Agreement. This Agreement (including Exhibit A hereto), together with the Merger Agreement (to the extent of terms defined therein that are incorporated by reference herein), constitutes the entire agreement of the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, discussions, representations, warranties

Section 9.3 — Amendments; Waivers. No amendment, modification, supplement, or waiver of any provision of this Agreement shall be valid or effective unless made in writing and duly executed and delivered by each party hereto. No waiver by any party hereto of any provision of this Agreement or any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to ext

Section 9.4 — Governing Law. This Agreement and all disputes, claims, or controversies arising out of or relating to this Agreement, or the negotiation, validity, performance, or breach hereof, shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware or any other jurisd

Section 9.5 — Jurisdiction; Venue. Each party 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 or federal court of the United States of America sitting in the State of Delaware) in respect of any action, suit, o

Section 9.6 — 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 A TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, COUNTERCLAIM, OR CROSS-CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGE

Section 9.7 — Specific Performance. The parties hereto agree that irreparable damage for which monetary damages, even if available, would not be an adequate remedy, would occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached. Accordingly, the parties hereto acknowledge and agree that Parent shall be entitled to an injunction

Section 9.8 — Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law or regulation, (a) such provision shall be fully severable, (b) this Agreement shall be construed and enforced as if such illegal, invalid, or unenforceable provision had never comprised a part hereof, (c) the remaining provisions of this Agreement shall remain in full force

Section 9.9 — Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors, heirs, executors, administrators, legal representatives, and permitted assigns. Neither party hereto may assign, delegate, or otherwise transfer any of its rights, interests, or obligations under this Agreement without the prior written consent of the other p

Section 9.10 — No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, remedy, or claim of any nature whatsoever under or by reason of this Agreement; provided, however, that the Company is hereby design

Section 9.11 — Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile or by electronic transmission in portable document format (.pdf), or by any electronic signature complying with the U.S. Federal

Section 9.12 — Expenses. Except as otherwise specifically provided in this Agreement, each party hereto shall bear and pay all costs and expenses incurred by it or on its behalf in connection with the negotiation, preparation, execution, and delivery of this Agreement and the transactions contemplated hereby, including fees and expenses of its financial advisors, attorneys, accountants, and other representatives.

Section 9.13 — Interpretation. This Agreement has been jointly negotiated and drafted by the parties hereto and their respective counsel, and the language used in this Agreement shall be deemed to be the language chosen by the parties hereto to express their mutual intent. Consequently, no provision of this Agreement shall be interpreted or construed against any party hereto solely on the basis that such party or its