Contract analysis

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below: "Closing" means the closing of the Merger as defined in, and in accordance with the terms and conditions of, the Merger Agreement. "Closing Date" means the date on which the Closing occurs. The Closing Date is currently estimated to occur on or about June 30, 2025; provided, that in no event shall the Clo

ARTICLE II — CONTRIBUTION OF ROLLOVER SHARES

Section 2.1 — Agreement to Contribute (a) Each Rollover Participant hereby agrees, subject to the terms and conditions set forth herein, that immediately prior to or substantially simultaneously with the Effective Time of the Merger, such Rollover Participant shall contribute, assign, transfer, convey, and deliver to the Rollover Recipient all of such Rollover Participant's right, title, and interest in and to the Ro

Section 2.2 — Rollover Amounts (a) The Rollover Value and the approximate number of Rollover Shares for each Rollover Participant are as follows: (b) The aggregate Rollover Value of $21,500,000 represents approximately 2.2% of the total equity value of the Company of $980,000,000 as implied by the Per-Share Merger Consideration. (c) The exact number of Rollover Shares to be contributed by each Rollover Participant sh

Section 2.3 — Issuance of Rollover Equity Interests (a) In exchange for each Contribution, the Rollover Recipient shall issue to the contributing Rollover Participant Rollover Equity Interests having a fair market value, as of the Closing Date, equal to such Rollover Participant's Rollover Value. The form of the Rollover Equity Interests (whether limited partnership interests, membership interests, common stock, or a

Section 2.4 — Mechanics of Contribution (a) Each Rollover Participant shall deliver to the Rollover Recipient, no later than two (2) business days prior to the anticipated Closing Date (as notified by Parent in writing), a duly executed stock power or letter of transmittal with respect to the Rollover Shares, in the form attached hereto as Schedule B (or such other form as may be reasonably acceptable to Parent and t

Section 2.5 — Tax Treatment of Contribution (a) The Parties intend that each Contribution shall be treated, for United States federal (and applicable state and local) income tax purposes, as a tax-free contribution of property to a corporation (or partnership, as applicable) in exchange for equity interests therein under Section 351 of the Code (or, to the extent the Rollover Recipient is a partnership for federal in

ARTICLE III — CONDITIONS TO CONTRIBUTION

Section 3.1 — Conditions to Each Rollover Participant's Obligation The obligation of each Rollover Participant to consummate the Contribution is subject to the satisfaction or waiver (to the extent permitted by applicable law) of each of the following conditions: (a) No Termination of Merger Agreement. The Merger Agreement shall not have been terminated in accordance with its terms, and no event or circumstance shall

Section 3.2 — Conditions to Parent's Obligation The obligation of Parent to accept the Contribution and to cause the Rollover Recipient to issue the Rollover Equity Interests is subject to the satisfaction or waiver (to the extent permitted by applicable law) of each of the following conditions: (a) Delivery of Stock Powers. Each Rollover Participant shall have delivered to Parent or the Rollover Recipient the execut

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF EACH ROLLOVER PARTICIPANT Each Rollover Participant, severally and not jointly, hereby represents and warrants to Parent as of the date hereof and as of the Closing Date (except as otherwise specified) as follows:

Section 4.1 — Authority and Capacity Such Rollover Participant has full legal right, power, capacity, and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Rollover Participant. No consent, approval, or authorization of, or filing, registration, or qualification with, any Governmental Authority

Section 4.2 — Ownership of Rollover Shares Such Rollover Participant is the sole record and beneficial owner of the Rollover Shares set forth opposite such Rollover Participant's name on Schedule A hereto, free and clear of all Liens, other than (i) restrictions on transfer under applicable federal and state securities laws, (ii) restrictions arising under the Company's equity incentive plans (to the extent applicabl

Section 4.3 — No Conflicts The execution, delivery, and performance of this Agreement by such Rollover Participant does not and will not (a) violate or conflict with any provision of applicable law, statute, rule, regulation, order, judgment, injunction, or decree of any Governmental Authority binding on such Rollover Participant, (b) violate or conflict with, or result in a breach of, or constitute a default (or an

Section 4.4 — Investment Representations (a) Such Rollover Participant is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. (b) The Rollover Equity Interests to be received by such Rollover Participant pursuant to this Agreement are being acquired for such Rollover Participant's own account, for investment purposes only, and not with a view to, or fo

Section 4.5 — No Broker's Fees Such Rollover Participant has not incurred, and no Person acting on behalf of such Rollover Participant has incurred, any liability for any brokerage fee, commission, finder's fee, financial advisory fee, or similar compensation in connection with this Agreement or the transactions contemplated hereby, and no broker, finder, or investment banker is entitled to any such fee or commission

Section 4.6 — Enforceability This Agreement constitutes a valid and legally binding obligation of such Rollover Participant, enforceable against such Rollover Participant in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws relating to or affecting creditors' rights generally, and (b) general equitable principles

Section 4.7 — No Litigation There is no action, suit, proceeding, claim, arbitration, mediation, or investigation pending or, to the knowledge of such Rollover Participant, threatened against such Rollover Participant before any Governmental Authority or arbitrator that would reasonably be expected to (a) impair or delay such Rollover Participant's ability to consummate the Contribution or any other transaction conte

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF PARENT Parent hereby represents and warrants to each Rollover Participant as of the date hereof and as of the Closing Date (except as otherwise specified) as follows:

Section 5.1 — 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. Parent's general partner is Harrowgate Capital Partners IV GP LLC, a Delaware limited liability company ("General Partner"). Parent's investment manager is Harrowgate Capital Partners LLC, a Delaware limited liability company ("Investment Manager"

Section 5.2 — Authority Parent has full limited partnership power and authority to execute, deliver, and perform this Agreement and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by Parent, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary limited partnership action on the part of Parent, including t

Section 5.3 — Enforceability This Agreement constitutes a valid and legally binding obligation of Parent, enforceable against Parent in accordance with its terms, subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other similar laws relating to or affecting creditors' rights generally, and (b) general equitable principles (whether considered in a proceeding in

Section 5.4 — No Conflicts The execution, delivery, and performance of this Agreement by Parent does not and will not (a) violate or conflict with the Agreement of Limited Partnership of Parent (as amended), the organizational documents of the General Partner, or any other governing document of Parent or its affiliates, (b) violate or conflict with, or result in a breach of, or constitute a default under, the Merger

Section 5.5 — Issuance of Rollover Equity Interests The Rollover Equity Interests, when issued and delivered in accordance with the terms and conditions of this Agreement and for the consideration set forth herein, will be duly authorized, validly issued, and, to the extent applicable (including in the case of equity interests in a corporation), fully paid and nonassessable. The issuance of the Rollover Equity Intere

Section 6.1 — Restrictions on Transfer of Rollover Shares From the date of this Agreement until the earlier to occur of (x) the Closing and (y) the termination of this Agreement in accordance with Article VII hereof, each Rollover Participant shall not, directly or indirectly, (a) sell, transfer, assign, gift, pledge, hypothecate, encumber, or otherwise dispose of, or enter into any contract, option, or other arrange

Section 6.2 — Further Assurances Each Party shall, from time to time after the date hereof, execute and deliver such additional documents, instruments, conveyances, and assurances, and take such further actions, as are reasonably necessary or desirable to carry out and effectuate the provisions of this Agreement, the Contribution, the issuance of the Rollover Equity Interests, and the consummation of the transactions

Section 6.3 — Confidentiality Each Rollover Participant shall keep strictly confidential the terms and conditions of this Agreement and the Rollover Equity Interests, and shall not disclose any such information to any Person, except (a) as required by applicable law, regulation, stock exchange rule, or legal process (including any subpoena or similar legal process), provided that such Rollover Participant shall, to t

Section 6.4 — Cooperation with Tax Reporting Each Rollover Participant shall cooperate fully and in a timely manner with Parent and the Surviving Company in the preparation and filing of all federal, state, and local tax returns, reports, and other tax-related documents relating to the Contribution, including (a) any filings necessary to support and substantiate the intended tax-free treatment under Section 351 (or S

Section 6.5 — Voting Agreement Cross-Reference Each Rollover Participant acknowledges and agrees that he or she has separately entered into the Voting and Support Agreement dated as of April 7, 2025, with Parent and Merger Sub, and that the obligations of such Rollover Participant under this Agreement are in addition to, and not in limitation or substitution of, the obligations of such Rollover Participant under the

Section 6.6 — Stockholders Agreement Each Rollover Participant agrees to execute and deliver, at or prior to the Closing, the Stockholders Agreement (or comparable governance document) governing the Rollover Equity Interests. The Stockholders Agreement shall include, among other things, customary provisions regarding (a) restrictions on transfer of the Rollover Equity Interests (including customary lock-up periods),

Section 7.1 — Termination Events This Agreement shall terminate automatically, without any action on the part of any Party, upon the earliest to occur of: (a) the termination of the Merger Agreement in accordance with its terms, for any reason, including upon the occurrence of the Outside Date of September 30, 2025 (as such date may be extended in accordance with the terms of the Merger Agreement); (b) the mutual wri

Section 7.2 — Effect of Termination (a) Upon termination of this Agreement pursuant to Section 7.1(a) or Section 7.1(b), this Agreement shall become void and be of no further force or effect, without any liability or obligation on the part of any Party to any other Party, and all rights and obligations of the Parties hereunder shall terminate, except that (i) nothing herein shall relieve any Party from liability for

Section 8.1 — Notices All notices, requests, demands, consents, waivers, and other communications required or permitted hereunder shall be in writing and shall be deemed duly given, made, or received (i) when delivered in person, (ii) three (3) business days after being deposited in the United States mail, first class, registered or certified, return receipt requested, postage prepaid, (iii) one (1) business day afte

Section 8.2 — Entire Agreement This Agreement (together with the Schedules hereto, which are incorporated herein by reference) constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, representations, and warranties, whether written or oral, among the Parties with respect to such subject matter. For the avoidance of doubt, this A

Section 8.3 — Amendments and Waivers This Agreement may not be amended, modified, or supplemented except by a written instrument signed by Parent and each Rollover Participant. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party against whom enforcement of such waiver is sought. No failure or delay by any Party in exercising any right, power, or

Section 8.4 — Severability If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction or other Governmental Authority to be invalid, void, or unenforceable, the remainder of the terms, provisions, covenants, and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated, so long as the economic or

Section 8.5 — Governing Law This Agreement and any claim, controversy, or dispute arising out of or relating to this Agreement or the transactions contemplated hereby, including the validity, interpretation, construction, performance, enforcement, and remedies hereunder, shall be governed by, and construed in accordance with, the internal laws of the State of Delaware (including its statutes of limitations), without

Section 8.6 — Jurisdiction; Venue Each Party hereby irrevocably and unconditionally submits, for itself and its property, 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 a particular matter, the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware declines

Section 8.7 — Waiver of Jury Trial EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE. E

Section 8.8 — Assignment No Rollover Participant may assign, delegate, or otherwise transfer any of his or her rights or obligations under this Agreement without the prior written consent of Parent, and any purported assignment, delegation, or transfer in violation of this Section 8.8 shall be null and void. Parent may assign its rights (but not its obligations) under this Agreement to the Rollover Recipient or to an

Section 8.9 — Third-Party Beneficiaries This Agreement is for the sole benefit of the Parties hereto and their respective permitted successors and assigns, and nothing contained herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, interest, or remedy of any nature whatsoever under or by reason of this Agreement. Without limiting the generality of the

Section 8.10 — Counterparts; Electronic Signatures This Agreement may be executed in one or more counterparts, and by the different Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, portable document format (

Section 8.11 — Specific Performance Each Party acknowledges and agrees that irreparable damage and harm would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached, and that monetary damages would not be an adequate remedy for such breach. Accordingly, each Party agrees that, in addition to any other rights or remedies tha

Section 8.12 — Expenses Except as otherwise expressly provided in this Agreement, each Party shall bear and pay all costs and expenses (including attorneys' fees and expenses) incurred by such Party in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby. [Signature Pages Follow] IN WITNESS WHEREOF, the Partie

1. The exact number of Rollover Shares for each Rollover Participant shall be determined by dividing the applicable Rollover Value by the Per-Share Merger Consideration of $15.95 per share and rounding down to the nearest whole share. Any fractional share amount shall be paid in cash to the applicable Rollover Participant at the Closing, without interest.

2. The aggregate Rollover Value of $21,500,000 represents approximately 2.2% of the total equity value of the Company of $980,000,000, as implied by the Per-Share Merger Consideration of $15.95 per share on a fully diluted basis.

3. Each Rollover Participant shall provide to Parent, no later than five (5) business days prior to the anticipated Closing Date, a schedule identifying the specific share certificate numbers and/or book-entry position references representing such Rollover Participant's Rollover Shares. SCHEDULE B FORM OF STOCK POWER IRREVOCABLE STOCK POWER FOR VALUE RECEIVED, the undersigned hereby sells, assigns, transfers, and del