Contract analysis

Section 1.1 — Definitions. As used in this Agreement, the following terms shall have the respective meanings set forth below: "Beneficially Own" or "Beneficial Ownership" shall have the meaning ascribed to such term in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the terms "Beneficial Owner" and "Beneficially Owned" shall have correlative meanings. For purpose

ARTICLE II — AGREEMENT TO VOTE; VOTING COVENANT

Section 2.1 — Agreement to Vote in Favor of the Merger. Each Stockholder irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the Expiration Date, at every annual or special meeting of stockholders of the Company at which any of the matters described in this Section 2.1 are submitted for consideration and vote of the stockholders of the Company, however cal

Section 2.2 — Vote Against Competing Proposals. Without limiting the generality of Section 2.1, each Stockholder irrevocably and unconditionally agrees that, during the period commencing on the date hereof and continuing until the Expiration Date, at every meeting of stockholders of the Company, however called, and at every adjournment or postponement thereof, and in connection with any action by written consent of s

Section 2.3 — Quorum. Each Stockholder agrees that, during the period commencing on the date hereof and continuing until the Expiration Date, such Stockholder shall be present (in person or by proxy) at all meetings of stockholders of the Company at which any of the matters described in Section 2.1 or Section 2.2 are to be considered, so that all Subject Shares held by such Stockholder may be counted for purposes of

ARTICLE III — GRANT OF IRREVOCABLE PROXY

Section 3.1 — Irrevocable Proxy. Each Stockholder hereby irrevocably grants to, and appoints, Parent, Jonah Whitfield (in his capacity as Principal, Deal Lead of Harrowgate Capital Partners LLC), and any designee of Parent, and each of them individually, as such Stockholder's proxy and attorney-in-fact (with full power of substitution and resubstitution), for and in the name, place, and stead of such Stockholder, to

Section 3.2 — Termination of Proxy. The proxy and power of attorney granted by each Stockholder pursuant to Section 3.1 shall terminate automatically and without further action upon the occurrence of the Expiration Date, at which time all rights, powers, and authority granted by such Stockholder hereunder shall automatically revert to such Stockholder without the necessity of any further action by any party.

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDERS Each Stockholder, severally and not jointly, hereby represents and warrants to Parent and Merger Sub as follows:

Section 4.1 — Authorization; Binding Agreement. Such Stockholder has full legal capacity, power, and authority to execute and deliver this Agreement, to perform such Stockholder's obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by such Stockholder and, assuming the due authorization, execution, and delivery hereof by Parent and Merger

Section 4.2 — Ownership of Subject Shares. Such Stockholder is the record and/or Beneficial Owner of the number of shares of Company Common Stock set forth opposite such Stockholder's name on Schedule A hereto, and has good and valid title to the Subject Shares set forth therein, free and clear of all liens, pledges, security interests, encumbrances, claims, options, rights of first refusal, preemptive rights, proxie

Section 4.3 — No Conflicts. The execution, delivery, and performance by such Stockholder of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not (a) violate or conflict with any applicable law, statute, regulation, rule, order, writ, injunction, judgment, or decree of any court or governmental authority applicable to such Stockholder or the Subject Shares, (b) conflict wit

Section 4.4 — No Litigation. As of the date hereof, there is no action, suit, claim, arbitration, proceeding, or investigation pending or, to the knowledge of such Stockholder, threatened against or affecting such Stockholder before or by any court, governmental authority, or arbitrator that would impair or adversely affect such Stockholder's ability to perform its obligations under this Agreement or to consummate th

Section 4.5 — No Finder's Fees. No Stockholder has incurred, or will incur, directly or indirectly, any liability for any brokerage, finder's, financial advisory, or similar fee or commission in connection with the transactions contemplated by this Agreement. No Stockholder has engaged any broker, finder, investment banker, or other intermediary in connection with the transactions contemplated by this Agreement.

Section 4.6 — Reliance. Such Stockholder acknowledges and understands that Parent and Merger Sub are entering into the Merger Agreement in reliance upon such Stockholder's execution, delivery, and performance of this Agreement and the representations, warranties, covenants, and agreements of such Stockholder set forth herein. Such Stockholder further acknowledges and understands that the Merger Agreement and the tran

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Each of Parent and Merger Sub hereby represents and warrants to the Stockholders 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. Merger Sub is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware. Each of Parent and Merger Sub has all requisite power and authority to own, lease, and operate its properties and to co

Section 5.2 — Authorization; Binding Agreement. Each of Parent and Merger Sub has full limited partnership or corporate power and authority, as applicable, to execute and deliver this Agreement, to perform its obligations hereunder, and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by each of Parent and Merger Sub, and the consummation of the transactio

Section 5.3 — No Conflicts. The execution, delivery, and performance by each of Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not (a) violate or conflict with any provision of the certificate of limited partnership, limited partnership agreement, certificate of incorporation, bylaws, or other governing or organizational documents of Parent or Me

ARTICLE VI — COVENANTS OF THE STOCKHOLDERS Each Stockholder, severally and not jointly, hereby covenants and agrees as follows:

Section 6.1 — Restriction on Transfer. From the date hereof until the Expiration Date, no Stockholder shall, directly or indirectly, Transfer any Subject Shares (other than Rollover Shares transferred pursuant to the Rollover Agreement at the Effective Time), or enter into any agreement, arrangement, or understanding with respect to the Transfer of any Subject Shares, or deposit any Subject Shares into a voting trust

Section 6.2 — No Solicitation. Each Stockholder agrees that such Stockholder shall not, and shall use reasonable best efforts to cause such Stockholder's representatives, agents, advisors, and other Persons acting on such Stockholder's behalf not to, directly or indirectly: (a) solicit, initiate, propose, or knowingly encourage or facilitate (including by way of furnishing non-public information) the submission of an

Section 6.3 — Notice of Certain Events. Each Stockholder shall promptly (and in any event within twenty-four (24) hours) notify Parent in writing if such Stockholder receives, at any time during the period commencing on the date hereof and continuing until the Expiration Date: (a) any offer, proposal, or inquiry relating to, or that constitutes or may reasonably be expected to lead to, a Competing Proposal; (b) any r

Section 6.4 — No Appraisal Rights. Each Stockholder hereby irrevocably and unconditionally waives, and agrees not to exercise, assert, or perfect (or attempt to exercise, assert, or perfect), and agrees to cause to be withdrawn any exercise, assertion, or perfection of, any rights of appraisal, any dissenters' rights, or any similar rights that such Stockholder may have under Section 262 of the DGCL or otherwise with

Section 6.5 — Further Assurances. Each Stockholder shall, from time to time, at the reasonable request of Parent or Merger Sub, execute and deliver, or cause to be executed and delivered, such additional or further instruments, documents, certificates, consents, and assurances, and take or cause to be taken such further actions, as may be necessary or reasonably requested by Parent or Merger Sub to carry out the purp

Section 6.6 — Stop Transfer. Each Stockholder agrees and acknowledges that this Agreement and the obligations hereunder shall attach to the Subject Shares and shall be binding upon any Person to which legal or Beneficial Ownership of any Subject Shares shall pass, whether by operation of law or otherwise. Each Stockholder consents to, and hereby authorizes, the Company (through its transfer agent, Marlowe Asset Manag

Section 6.7 — Adjustments to Subject Shares. In the event of any stock split, reverse stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares, or other similar transaction of or by the Company affecting the Company Common Stock occurring after the date hereof and prior to the Expiration Date, the term "Subject Shares" shall be deemed to refer to and inc

Section 6.8 — Capacity. Each Stockholder is entering into this Agreement solely in such Stockholder's capacity as a record and/or Beneficial Owner of Subject Shares, and nothing contained in this Agreement shall limit or affect any actions taken by such Stockholder (or any designee or representative of such Stockholder) in his or her capacity as a director, officer, or employee of the Company (including, without limi

Section 7.1 — Termination. This Agreement shall automatically terminate, and no party hereto shall have any further rights or obligations hereunder (except as provided in Section 7.2), upon the earliest to occur of: (a) the Effective Time of the Merger (at which point the covenants herein shall be deemed to have been fully performed); (b) the valid termination of the Merger Agreement in accordance with Article IX the

Section 7.2 — Effect of Termination. Upon the termination of this Agreement pursuant to Section 7.1, this Agreement shall become void and of no further force or effect, and no party hereto shall have any liability or obligation under this Agreement following such termination; provided, however, that (a) this Article VII and Article VIII (Miscellaneous) shall survive any termination of this Agreement, and (b) the term

Section 8.1 — Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed to have been duly given (a) when delivered personally by hand (with written confirmation of receipt), (b) when sent by email (with written confirmation of receipt by non-automated reply), (c) one (1) business day after being sent by a

Section 8.2 — Governing Law. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware, without giving effect to any choice or conflict-of-laws provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware.

Section 8.3 — Jurisdiction and Venue. Each party hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of the Court of Chancery of the State of Delaware, or, if (and only if) such court lacks subject matter jurisdiction, any federal court of the United States sitting in the State of Delaware, and any appellate courts therefrom (collectively, the "Chosen

Section 8.4 — Waiver of Jury Trial. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRA

Section 8.5 — Entire Agreement. This Agreement (including the schedules and exhibits hereto), together with the Merger Agreement and the Rollover Agreement, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, both written and oral, among the parties hereto with respect to such subject ma

Section 8.6 — Amendments and Waivers. No amendment, modification, supplement, or waiver of any provision of this Agreement, and no consent to any departure by any party from any provision of this Agreement, shall be effective unless set forth in a written instrument duly executed and delivered by Parent, Merger Sub, and each Stockholder affected by such amendment, modification, supplement, waiver, or consent. No waiv

Section 8.7 — Severability. If any term, provision, covenant, or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, 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 legal substance of the

Section 8.8 — Assignment. No 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 parties hereto; provided, however, that Parent may assign all or any portion of its rights under this Agreement (including the irrevocable proxy granted pursuant to Article III) to any wholly owned subsidiary or affiliate

Section 8.9 — Specific Performance. The parties hereto acknowledge and agree that the rights of each party hereunder are unique and that irreparable harm would result if any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and that monetary damages alone would not be an adequate remedy for any such non-performance or breach. Accordingly, in addition to a

Section 8.10 — No Third-Party Beneficiaries. Except as expressly provided in this Agreement, nothing contained in this Agreement, express or implied, is intended to confer upon any Person other than the parties hereto (and their respective successors, heirs, executors, administrators, and permitted assigns) any rights, benefits, remedies, obligations, or liabilities of any nature whatsoever under or by reason of this

Section 8.11 — Counterparts. This Agreement may be executed in one or more counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which counterparts together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, email in portable document format (PDF), or other electronic transmission shall

Section 8.12 — Expenses. Except as otherwise expressly provided herein or in the Merger Agreement, each party hereto shall bear its own costs and expenses (including attorneys' fees, accountants' fees, and other out-of-pocket expenses) incurred in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement and the transactions contemplated hereby.

Section 8.13 — No Ownership Interest. Nothing contained in this Agreement shall be deemed to vest in Parent or Merger Sub any direct or indirect ownership of, or with respect to, any Subject Shares. All rights, ownership, and economic benefits (including the right to receive dividends or distributions) of and relating to the Subject Shares shall remain vested in and belong to the applicable Stockholder, and neither P

Section 8.14 — Interpretation. (a) The headings and captions contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. (b) Whenever the context may require, any pronoun used in this Agreement shall include the corresponding masculine, feminine, or neuter forms, and the singular form of nouns, pronouns, and verbs shall include the plura

1. The Per-Share Merger Consideration of $15.95 per share has been used to calculate the number of Rollover Shares corresponding to each Stockholder's dollar commitment under the Rollover Agreement. The actual number of Rollover Shares contributed at the Effective Time may be subject to adjustment as provided in the Rollover Agreement. 2. "Subject Shares" includes all shares of Company Common Stock Beneficially Owned

3. Subject Shares shall also include any additional shares of Company Common Stock acquired by a Stockholder after the date hereof and prior to the Expiration Date, whether acquired through the exercise of options, vesting or settlement of restricted stock units, stock dividends, stock splits, reclassifications, recapitalizations, or similar events.

4. Options listed above were granted under the Pennfield Holdings, Inc. 2019 Equity Incentive Plan and the Pennfield Holdings, Inc. 2022 Equity Incentive Plan, as applicable. RSUs listed above were granted under the Pennfield Holdings, Inc. 2022 Equity Incentive Plan. Unvested options and RSUs are expected to vest in accordance with their terms and/or accelerate in connection with the Merger pursuant to the terms of

5. The aggregate Subject Shares (4,655,000 shares) represent approximately 8.0% of the 58,200,000 shares of Company Common Stock outstanding on a basic basis as of the date hereof, and approximately 7.6% of the 61,450,000 shares of Company Common Stock outstanding on a fully diluted basis. EXHIBIT A FORM OF JOINDER AGREEMENT This JOINDER AGREEMENT (this "Joinder") is made and entered into as of ___, 20, by the unders

1. Joinder. The Transferee hereby acknowledges that it has received and reviewed a copy of the Voting Agreement and agrees to be bound by, and to comply with, all of the terms, provisions, conditions, covenants, and obligations of the Voting Agreement (including, without limitation, the voting obligations set forth in Article II, the irrevocable proxy set forth in Article III, the transfer restrictions set forth in S

2. Representations and Warranties. The Transferee hereby represents and warrants to Parent and Merger Sub that: (a) The Transferee has full legal capacity, power, and authority to execute, deliver, and perform this Joinder. (b) This Joinder has been duly executed and delivered by the Transferee and constitutes a legal, valid, and binding obligation of the Transferee, enforceable against the Transferee in accordance w

3. Irrevocable Proxy. The Transferee hereby irrevocably grants to, and appoints, Parent, Jonah Whitfield, and any designee of Parent, and each of them individually, as the Transferee's proxy and attorney-in-fact (with full power of substitution and resubstitution), for and in the name, place, and stead of the Transferee