Contract analysis

Section 1.1 Guarantee. The Guarantor hereby absolutely, unconditionally, and irrevocably guarantees to the Company, as primary obligor and not merely as surety, the due and punctual payment and performance of the Guaranteed Obligations (as defined in Section 1.2 below) of Merger Sub arising under the Merger Agreement, when and as the same shall become due and payable, whether at the stated date of payment, by acceler

Section 1.2 Guaranteed Obligations. As used in this Limited Guarantee, the term "Guaranteed Obligations" means, collectively, the following payment obligations of Merger Sub under and pursuant to the Merger Agreement, subject to the Cap (as defined in Section 1.3 below): (a) The obligation of Merger Sub to pay the Reverse Termination Fee in the amount of Fifty-Eight Million Eight Hundred Thousand Dollars ($58,800,000

Section 1.3 Cap on Liability. Notwithstanding anything to the contrary contained in this Limited Guarantee or in the Merger Agreement, the maximum aggregate liability of the Guarantor under this Limited Guarantee shall in no event exceed Fifty-Eight Million Eight Hundred Thousand Dollars ($58,800,000) (the "Cap"), which amount is equal to the Reverse Termination Fee. Under no circumstances shall the Company or any of

Section 2.1 Unconditional Nature. The obligations of the Guarantor under this Limited Guarantee are and shall be absolute, unconditional, and irrevocable, irrespective of, and the Guarantor hereby consents to, and agrees that its obligations hereunder shall not be released, diminished, impaired, reduced, or affected by, any of the following: (a) the validity, regularity, legality, or enforceability of the Merger Agre

Section 2.2 Waivers by Guarantor. The Guarantor hereby irrevocably and unconditionally waives, to the fullest extent permitted by applicable law: (a) any right to require the Company to proceed against Merger Sub, any other guarantor or surety, any other person, or any security or collateral before proceeding against the Guarantor under this Limited Guarantee, or to require that resort be had to any balance of any de

Section 2.3 No Subrogation. The Guarantor shall not exercise, and hereby irrevocably and unconditionally waives, until such time as the Guaranteed Obligations have been irrevocably and indefeasibly paid in full: (a) any and all rights of subrogation, contribution, reimbursement, exoneration, indemnification, or other recourse that the Guarantor may have or hereafter acquire against Merger Sub with respect to any amou

Section 3.1 Termination Events. This Limited Guarantee shall terminate and the Guarantor shall have no further obligations or liabilities hereunder, and this Limited Guarantee shall be of no further force or effect, upon the earliest to occur of the following: (a) the Effective Time of the Merger (i.e., the consummation of the Closing under the Merger Agreement, as evidenced by the filing of the certificate of merger

Section 3.2 Reinstatement. If at any time any payment made by the Guarantor or Merger Sub in respect of any Guaranteed Obligation is rescinded, set aside, invalidated, declared to be fraudulent or preferential, or is otherwise required to be returned, restored, or repaid by the Guarantor or Merger Sub to any person for any reason whatsoever, including without limitation pursuant to any bankruptcy, insolvency, reorgan

Section 4.1 Organization and Existence. The Guarantor is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The general partner of the Guarantor is Harrowgate Capital Partners IV GP LLC, a Delaware limited liability company, which is duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Guarantor has all n

Section 4.2 Authorization. The execution, delivery, and performance of this Limited Guarantee by the Guarantor have been duly authorized by all necessary action on the part of the Guarantor and its general partner, Harrowgate Capital Partners IV GP LLC. No other proceedings, approvals, consents, or authorizations on the part of the Guarantor, its general partner, or any of its limited partners are necessary to author

Section 4.3 Enforceability. This Limited Guarantee constitutes a legal, valid, and binding obligation of the Guarantor, enforceable against the Guarantor in accordance with its terms, subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer, and other similar laws affecting creditors' rights generally from time to time in effect, and (b) general principl

Section 4.4 No Conflicts. The execution, delivery, and performance of this Limited Guarantee by the Guarantor does not and will not: (a) violate, conflict with, or result in a breach of any provision of the Guarantor's Agreement of Limited Partnership, as amended, or the organizational documents (including the limited liability company agreement or certificate of formation) of its general partner, Harrowgate Capital

Section 4.5 Financial Capacity. The Guarantor has, and as of the date on which any payment under this Limited Guarantee becomes due and payable the Guarantor will have, sufficient financial capacity, available funds, and liquid assets to satisfy its obligations hereunder up to the full amount of the Cap. The Guarantor represents that the aggregate committed capital of the fund constituting the Guarantor is Four Billi

Section 4.6 No Litigation. As of the date hereof, there are no actions, suits, claims, investigations, or proceedings pending before any court, arbitral body, governmental authority, or administrative agency, or, to the knowledge of the Guarantor, threatened in writing against the Guarantor or any of its properties or assets, that, individually or in the aggregate, would reasonably be expected to impair or adversely

Section 5.1 Maintenance of Existence. The Guarantor covenants and agrees that, until the termination of this Limited Guarantee in accordance with Section 3, it shall maintain its existence as a limited partnership duly organized and validly existing under the laws of the State of Delaware. Without limiting the generality of the foregoing, the Guarantor shall not dissolve, liquidate, or wind up its affairs, or merge o

Section 5.2 Notice of Material Events. The Guarantor shall promptly (and in any event within five (5) business days) notify the Company in writing of: (a) any event, condition, circumstance, or development that has occurred or that the Guarantor reasonably believes is likely to occur and that would reasonably be expected to result in the inability of the Guarantor to perform its obligations under this Limited Guarant

Section 5.3 No Transfer of Obligations. The Guarantor shall not assign, delegate, or otherwise transfer, in whole or in part, its obligations, rights, or interests under this Limited Guarantee to any person or entity without the prior written consent of the Company, which consent may be withheld, conditioned, or delayed in the Company's sole and absolute discretion. Any purported assignment, delegation, or transfer o

Section 6.1 Limited Recourse. Notwithstanding anything to the contrary contained in this Limited Guarantee, the Merger Agreement, or any other agreement or instrument delivered in connection herewith or therewith, the Company hereby acknowledges and agrees, on behalf of itself and its subsidiaries, affiliates, successors, and assigns, that: (a) the Company has no right of recovery under this Limited Guarantee against

Section 6.2 Exclusive Remedy. The Company's sole and exclusive remedy against the Guarantor under, in connection with, or arising out of this Limited Guarantee or the transactions contemplated by the Merger Agreement shall be limited to the payment of the Guaranteed Obligations, subject to and not in excess of the Cap, and the Company hereby irrevocably and unconditionally waives and releases any and all other claims

Section 9.1 Governing Law. This Limited Guarantee and any claim, controversy, dispute, or cause of action (whether in contract, tort, or otherwise) based upon, arising out of, or relating to this Limited Guarantee and the negotiation, execution, or performance hereof shall be governed by, and construed in accordance with, the laws of the State of Delaware, without giving effect to any choice-of-law or conflict-of-law

Section 9.2 Jurisdiction. Each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and any state appellate court therefrom within the State of Delaware (or, solely to the extent that the Court of Chancery of the State of Delaware declines to accept jurisdiction over a particular matter, any federal court of the United States of

Section 9.3 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT SUCH PARTY MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY) ARISING OUT OF OR RELATING TO THIS LIMITED GUARANTEE OR THE TRANSACTIONS CONTEMPLATED HER

Section 10.1 Entire Agreement. This Limited Guarantee, together with the Merger Agreement (including the Equity Commitment Letter dated March 27, 2025, between the Guarantor and Merger Sub, and the ancillary agreements, exhibits, schedules, and annexes contemplated thereby), constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous

Section 10.2 Severability. If any provision of this Limited Guarantee is held to be invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Limited Guarantee, and this Limited Guarantee shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein,

Section 10.3 Counterparts. This Limited Guarantee may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Limited Guarantee by electronic transmission, including by facsimile or by email in portable document format (PDF) or

Section 10.4 Successors and Assigns. This Limited Guarantee shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. The Company may not assign its rights or obligations under this Limited Guarantee without the prior written consent of the Guarantor, except that the Company may, without the Guarantor's consent, assign its rights (but not its obligatio

Section 10.5 Third-Party Beneficiaries. Except as expressly set forth in Section 6.1 (with respect to Non-Party Affiliates), no person or entity other than the parties hereto shall have any rights, claims, or remedies under, or by virtue of, this Limited Guarantee. The Non-Party Affiliates identified in Section 6.1 are express intended third-party beneficiaries of, and shall be entitled to enforce, the provisions of

Section 10.6 Specific Performance. The Company shall be entitled to seek an injunction or injunctions, specific performance, or other equitable relief to enforce specifically the terms and provisions of this Limited Guarantee and to enforce the Guarantor's payment obligations hereunder, in each case without the necessity of proving actual damages or the inadequacy of any remedy at law, and without the necessity of po

Section 10.7 Interpretation. The section headings and captions contained in this Limited Guarantee are for convenience of reference only and shall not affect in any way the meaning, construction, or interpretation of this Limited Guarantee. Unless the context otherwise requires: (a) the word "including" (and with correlative meaning "include" and "includes") means "including, without limitation"; (b) the words "herei