Contract analysis

Section 1.1 Definitions. As used in this Agreement, the following terms shall have the meanings set forth below: "Adverse Recommendation Change" means (a) any withdrawal, amendment, modification, or qualification by the Company Board (or the Special Committee) of the Company Board Recommendation in any manner adverse to Parent or Merger Sub, (b) any failure by the Company Board (or the Special Committee) to include t

Section 1.2 Interpretation. Unless the context otherwise requires: (a) The words "herein," "hereof," "hereto," "hereunder," and words of similar import refer to this Agreement in its entirety and not to any particular Article, Section, paragraph, or clause hereof. (b) References to an "Article," "Section," "Exhibit," "Annex," or "Schedule" mean an Article of, a Section of, an Exhibit to, an Annex to, or a Schedule to

Section 2.1 The Merger. At the Effective Time, and upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the applicable provisions of the DGCL, Merger Sub shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Merger Sub shall cease at the Effective Time, and the Company shall continue as the Surviving Corporation and shall

Section 2.2 Closing. Unless this Agreement has been theretofore terminated in accordance with Article VIII, the Closing shall take place at 10:00 a.m., Eastern Time, on the third (3rd) Business Day following the satisfaction or waiver (to the extent permitted hereunder) of the conditions set forth in Article VII (other than conditions that by their nature are to be satisfied at the Closing, each of which shall be sub

Section 2.3 Effective Time. On the Closing Date, and subject to the terms and conditions of this Agreement, the Parties shall cause the Certificate of Merger to be duly executed, acknowledged, and filed with the Secretary of State of the State of Delaware in accordance with Section 251 of the DGCL. The Merger shall become effective at such time as the Certificate of Merger is duly filed with the Secretary of State of

Section 2.4 Effects of the Merger. The effects of the Merger shall be as provided in this Agreement and in the applicable provisions of the DGCL, including Section 259 of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time: (a) All of the property, rights, privileges, powers, and franchises of the Company and Merger Sub shall vest in the Surviving Corporation without

Section 2.5 Certificate of Incorporation of the Surviving Corporation. At the Effective Time, the certificate of incorporation of the Surviving Corporation shall be amended and restated in its entirety to be in the form attached hereto as Exhibit A, which shall be identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Cor

Section 2.6 Bylaws of the Surviving Corporation. At the Effective Time, the bylaws of the Surviving Corporation shall be amended and restated in their entirety to be in the form attached hereto as Exhibit B, which shall be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time, except that the name of the Surviving Corporation shall be "Pennfield Holdings, Inc." Such amended and re

Section 2.7 Directors and Officers of the Surviving Corporation. (a) Directors. The directors of the Surviving Corporation as of the Effective Time shall be Rebecca Talmadge and Jonah Whitfield, each of whom shall be a designee of Parent, and each of whom shall hold office until his or her respective successor is duly elected or appointed and qualified, or until his or her earlier death, resignation, or removal, in a

ARTICLE III — EFFECT OF THE MERGER ON CAPITAL STOCK; EXCHANGE OF CERTIFICATES

Section 3.1 Effect on Capital Stock. At the Effective Time, by virtue of the Merger and without any action on the part of Parent, Merger Sub, the Company, or the holders of any of the following securities: (a) Company Common Stock. Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares, Dissenting Shares, and Rollover Shares) shall be automaticall

Section 3.2 Treatment of Company Stock Options. At the Effective Time, each Company Stock Option that is outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, shall be automatically cancelled and converted into the right to receive a lump-sum cash payment (without interest) from the Surviving Corporation (or its designee) equal to the product of (a) the excess, if any, of th

Section 3.3 Treatment of Company RSUs. At the Effective Time, each Company RSU that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall be automatically cancelled and converted into the right to receive a lump-sum cash payment (without interest) from the Surviving Corporation (or its designee) equal to the product of (a) the Per Share Merger Consideration of $15.95, multiplied by

Section 3.4 Exchange Procedures. (a) Paying Agent. Prior to the Effective Time, Parent shall appoint Marlowe Asset Management Stock Transfer, Inc. (contact: Daniel Roth, Vice President, Corporate Actions; 44 Wall Street, 6th Floor, New York, New York 10005) as the paying agent for the payment of the Per Share Merger Consideration (the "Paying Agent"). The Paying Agent shall act under an agreement that shall be in for

Section 3.5 Dissenting Shares. Notwithstanding anything in this Agreement to the contrary, shares of Company Common Stock that are issued and outstanding immediately prior to the Effective Time and that are held by stockholders of the Company who have not voted in favor of the Merger (or consented thereto in writing) and who have properly demanded appraisal of their shares in accordance with Section 262 of the DGCL (

Section 3.6 Withholding Rights. Parent, Merger Sub, the Surviving Corporation, and the Paying Agent (and their respective agents) shall each be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock, Company Stock Options, or Company RSUs such amounts as are required to be deducted and withheld under the Code or any provision of ap

Section 3.7 Lost, Stolen, or Destroyed Certificates. If any certificate representing shares of Company Common Stock shall have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen, or destroyed and, if required by the Surviving Corporation or the Paying Agent, the posting by such Person of a bond in such reasonable amount as the Survi

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as (a) set forth in the Company Disclosure Schedules (subject to Section 1.2(m)), or (b) disclosed in the Company SEC Documents filed with or furnished to the SEC on or after January 31, 2023 and at least two (2) Business Days prior to the date hereof (excluding any risk factor disclosures contained in any "Risk Factors" section, any forward-looking st

Section 4.1 Organization, Standing, and Power. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted. The Company is duly qualified or licensed to do business and is in good standing (

Section 4.2 Company Subsidiaries. Company Disclosure Schedule 4.2 sets forth a true, correct, and complete list of each Subsidiary of the Company, including each Subsidiary's name, jurisdiction of organization, type of entity, and ownership interest held by the Company (directly or indirectly). Each Subsidiary of the Company is duly organized, validly existing, and in good standing (to the extent the concept of good

Section 4.3 Capital Structure. (a) The authorized capital stock of the Company consists of 200,000,000 shares of Company Common Stock, par value $0.01 per share, and 25,000,000 shares of preferred stock, par value $0.01 per share. As of the close of business on April 4, 2025 (the most recent practicable date prior to the date hereof): (i) 58,200,000 shares of Company Common Stock were issued and outstanding; (ii) no