Contract analysis

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Acquisition Proposal" means any inquiry, proposal, or offer from any Person (other than Buyer or its Affiliates) relating to (a) any direct or indirect acquisition of all or substantially all of the assets of the Company or any of its Subsidiaries, (b) any direct or indirect acquisition of more than t

Section 1.02 — Rules of Construction (a) The definitions set forth in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The words "herein," "her

ARTICLE II — PURCHASE AND SALE; CLOSING; PURCHASE PRICE ADJUSTMENT

Section 2.01 — Purchase and Sale of Shares Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, transfer, assign, convey, and deliver to Buyer, and Buyer shall purchase and acquire from each Seller, all of the Shares owned by such Seller, free and clear of all Liens (other than Permitted Liens and restrictions under applicable federal and state securities laws). The aggregate

Section 2.02 — Payment of Purchase Price (a) At the Closing, Buyer shall pay or cause to be paid in immediately available funds by wire transfer: (i) To the Escrow Agent, the Escrow Amount of Ninety-Six Million Dollars ($96,000,000) by wire transfer to the account designated by the Escrow Agent (Marlowe Asset Management Trust Company, N.A.) in accordance with the Escrow Agreement; and (ii) To the Paying Agent (or, if

Section 2.03 — Closing The closing of the purchase and sale of the Shares (the "Closing") shall take place at the offices of Calderwood & Harkness LLP, 599 Lexington Avenue, 38th Floor, New York, New York 10022 (or remotely by electronic exchange of executed documents and other closing deliverables via email or other electronic transmission, in each case as mutually agreed by the parties), commencing at 10:00 a.m. Ea

Section 2.04 — Closing Deliverables of the Sellers and the Company At the Closing, the Company and the Sellers (as applicable) shall deliver or cause to be delivered to Buyer each of the following: (a) Stock certificates representing all of the Shares, duly endorsed in blank or accompanied by duly executed stock powers, in each case in form reasonably satisfactory to Buyer, with all requisite stock transfer stamps af

Section 2.05 — Closing Deliverables of Buyer At the Closing, Buyer shall deliver or cause to be delivered to the Stockholder Representative (on behalf of the Sellers) each of the following: (a) Payment of the Aggregate Purchase Price in accordance with Section 2.02, including (i) wire transfer of the Escrow Amount to the Escrow Agent and (ii) wire transfer of the Closing Cash Consideration to the Paying Agent (or dir

Section 2.06 — Working Capital Adjustment (a) Estimated Closing Statement. Not later than five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer a statement (the "Estimated Closing Statement") setting forth the Company's good faith estimate of the Net Working Capital of the Company as of immediately prior to the Closing (the "Estimated Net Working Capital"), calculated in acc

Section 2.07 — Escrow (a) At the Closing, Buyer shall deposit the Escrow Amount of Ninety-Six Million Dollars ($96,000,000), being eight percent (8%) of the Aggregate Purchase Price, with the Escrow Agent by wire transfer of immediately available funds to the account designated by the Escrow Agent. The Escrow Amount shall be held, invested, and distributed by the Escrow Agent in accordance with the terms and conditio

Section 2.08 — Withholding Buyer's right to deduct and withhold Taxes from payments hereunder, and the treatment of amounts so withheld, shall be as set forth in Section 2.02(c). The parties shall cooperate to obtain any applicable exemptions from, or reductions in, any such withholding obligations.

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SELLERS Except as set forth in the Seller Disclosure Schedules (with specific reference to the Section or subsection of this Agreement to which the information set forth in such Seller Disclosure Schedules relates; provided that disclosure of any item in any Section or subsection of the Seller Disclosure Schedules shall be deemed disclosure with resp

Section 3.01 — Organization and Good Standing of the Company (a) 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 the Business as presently conducted. The Company's Employer Identification Number is 84-3291547. The

Section 3.02 — Authorization; Binding Effect (a) The Company has all requisite corporate power and authority to execute, deliver, and perform this Agreement and each of the ancillary agreements to which it is or will be a party, and to consummate the Transactions. The execution, delivery, and performance by the Company of this Agreement and each such ancillary agreement, and the consummation of the Transactions, have

Section 3.03 — Capitalization (a) The authorized capital stock of the Company consists solely of the number of shares of common stock and preferred stock set forth on Schedule 3.03. As of the date hereof, the issued and outstanding capital stock of the Company is owned as follows: (b) All of the Shares are duly authorized, validly issued, fully paid, and nonassessable and were issued in compliance with applicable sec

Section 3.04 — No Conflicts; Consents (a) Except as set forth on Schedule 3.04, the execution, delivery, and performance by the Company of this Agreement and the consummation of the Transactions do not and will not (i) conflict with, violate, or result in a breach of any provision of the certificate of incorporation or bylaws of the Company, (ii) conflict with, violate, or result in a breach of, or constitute a defau

Section 3.05 — Financial Statements (a) The Company has delivered to Buyer true, correct, and complete copies of the following financial statements (collectively, the "Financial Statements"): (i) the audited consolidated balance sheets of the Company as of December 31, 2022, December 31, 2023, and December 31, 2024, and the related audited consolidated statements of income, stockholders' equity, and cash flows for th

Section 3.06 — Absence of Certain Changes Since December 31, 2024, except as set forth on Schedule 3.06 or as expressly contemplated by this Agreement, the Company has conducted the Business in the ordinary course consistent with past practice in all material respects, and there has not been any event, change, effect, development, condition, circumstance, or occurrence that, individually or in the aggregate, has had

Section 3.07 — Compliance with Laws (a) The Company is, and since January 1, 2022 has been, in compliance in all material respects with all applicable laws, statutes, rules, regulations, Orders, and other legal requirements of any Governmental Authority applicable to the Company or the Business. The Company has not received any written notice from any Governmental Authority alleging any material noncompliance with an

Section 3.08 — Permits and Licenses (a) The Company holds all material permits, licenses, franchises, approvals, authorizations, consents, orders, and registrations of any Governmental Authority that are necessary for the Company to own, lease, and operate its properties and assets and to carry on the Business as presently conducted (collectively, the "Company Permits"). All Company Permits are in full force and effe