Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Basket Amount" means Four Hundred Fifty Thousand Dollars ($450,000), representing one percent (1%) of the Aggregate Consideration of $45,000,000. The Basket Amount is structured as a "tipping basket," such that once the aggregate amount of all qualifying Losses (determined after application of the De M

Section 1.2 — Interpretation (a) Unless the context otherwise requires, references in this Agreement to "Articles," "Sections," "Exhibits," and "Schedules" shall be to Articles, Sections, Exhibits, and Schedules of and to this Agreement, respectively. (b) Words in the singular shall include the plural and vice versa, and words in one gender shall include all genders. The words "include," "includes," and "including" s

ARTICLE 2 — ESTABLISHMENT OF ESCROW

Section 2.1 — Deposit of Escrow Amount (a) On the Closing Date, Torchlight shall deposit, or cause to be deposited, Nine Million Dollars ($9,000,000) in immediately available funds by wire transfer of federal funds into the Escrow Account in accordance with the wire transfer instructions set forth on Exhibit A attached hereto. The Escrow Agent hereby acknowledges receipt of the Escrow Amount, or shall promptly confir

Section 2.2 — Escrow Account (a) Clearmont National Bank, N.A., in its capacity as Escrow Agent, shall establish and maintain the Escrow Account as a segregated trust account, separate and apart from the Escrow Agent's general assets and from any other accounts maintained by the Escrow Agent on behalf of third parties. (b) The Escrow Account shall be titled as follows: "Clearmont National Bank, N.A., as Escrow Agent

Section 2.3 — Status of Escrow Amount (a) The Escrow Amount shall not constitute property of Torchlight, the Shareholder Representative, or any of the former stockholders of Ridgeline until such Escrow Amount (or any portion thereof) is distributed from the Escrow Account in accordance with the express terms of this Agreement. Until so distributed, the Escrow Amount shall be held by the Escrow Agent in the Escrow Acc

ARTICLE 3 — INVESTMENT OF ESCROW FUNDS

Section 3.1 — Permitted Investments (a) The Escrow Agent shall invest and reinvest the Escrow Amount, as directed jointly in writing by Torchlight and the Shareholder Representative, in one or more of the following categories of permitted investments (each, a "Permitted Investment"): (i) Direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States o

Section 3.2 — Income and Tax Reporting (a) All interest, dividends, and other income earned on the investment or reinvestment of the Escrow Amount (collectively, "Investment Income") shall be added to and become part of the Escrow Amount and shall be subject to the terms and conditions of this Agreement. (b) For United States federal, state, and local income tax purposes, all Investment Income earned on the Escrow Am

Section 4.1 — Claim Notice At any time during the Escrow Period (or, with respect to Pending Claims, until the final resolution thereof, and, with respect to claims relating to Fundamental Representations, until July 16, 2027), Torchlight may submit a written claim notice (a "Claim Notice") to the Escrow Agent and the Shareholder Representative in accordance with Section 9.2. Each Claim Notice shall be substantially

Section 4.2 — De Minimis Threshold No individual claim for Losses in an amount less than the De Minimis Threshold of Twenty-Five Thousand Dollars ($25,000) shall be asserted against the Escrow Amount, shall be the subject of a Claim Notice, or shall be counted toward or aggregated for purposes of satisfying the Basket Amount. For the avoidance of doubt, individual claims that do not meet the De Minimis Threshold shal

Section 4.3 — Basket / Tipping Basket (a) No Losses shall be recoverable from the Escrow Amount unless and until the aggregate amount of all qualifying Losses (i.e., individual claims, each of which equals or exceeds the De Minimis Threshold of $25,000) exceeds the Basket Amount of Four Hundred Fifty Thousand Dollars ($450,000). (b) Once the aggregate amount of qualifying Losses exceeds the Basket Amount, the Indemni

Section 4.4 — Response Period / Objection (a) Upon receipt of a Claim Notice, the Shareholder Representative shall have thirty (30) Business Days following the date of such receipt (the "Response Period") to deliver a written objection notice (an "Objection Notice") to the Escrow Agent and Torchlight. (b) Each Objection Notice shall set forth in reasonable detail: (i) the basis for the Shareholder Representative's ob

Section 4.5 — Uncontested Claims (a) If the Shareholder Representative does not deliver an Objection Notice within the Response Period, the Escrow Agent shall, within five (5) Business Days following the expiration of the Response Period, release from the Escrow Account to Torchlight (by wire transfer of immediately available funds to the account specified on Exhibit B attached hereto) an amount equal to the Losses s

Section 4.6 — Contested Claims / Dispute Resolution (a) If the Shareholder Representative delivers a timely Objection Notice with respect to all or any portion of a Claim Notice, the disputed portion of such claim (or the entire claim, if fully disputed) shall constitute a "Pending Claim," and the Escrow Agent shall not release any portion of the Escrow Amount attributable to such Pending Claim except as provided in

Section 4.7 — Reservation for Pending Claims (a) On the Expiration Date, the Escrow Agent shall determine the aggregate amount of all Pending Claims then outstanding (the "Reserve Amount"). The Escrow Agent shall retain in the Escrow Account an amount equal to the Reserve Amount, which amount shall continue to be held, invested, and distributed in accordance with the terms of this Agreement until all such Pending Cla

ARTICLE 5 — RELEASE OF ESCROW FUNDS

Section 5.1 — Interim Releases There shall be no scheduled interim releases of the Escrow Amount during the Escrow Period. The full Escrow Amount shall remain in the Escrow Account from the Closing Date through the Expiration Date, subject only to deductions for (a) amounts released to Torchlight in satisfaction of resolved indemnification claims in accordance with Article 4, and (b) amounts deducted for applicable t

Section 5.2 — Release at Expiration (a) Promptly following the Expiration Date, and in any event within ten (10) Business Days following January 16, 2026, the Escrow Agent shall release from the Escrow Account to the Shareholder Representative (for distribution to the former stockholders of Ridgeline on a pro rata basis in proportion to their respective holdings of Ridgeline common stock immediately prior to the effe

Section 5.3 — Release of Reserve Amount (a) Upon the final resolution of each Pending Claim (whether by joint written instructions, settlement agreement, final binding arbitration award, or final non-appealable court order), the Escrow Agent shall, within five (5) Business Days following receipt of appropriate documentation evidencing such resolution, release from the Reserve Amount: (i) to Torchlight (by wire transf

Section 5.4 — Fundamental Representations Claims (a) Notwithstanding any provision of this Agreement to the contrary, claims with respect to Fundamental Representations (which survive for thirty-six (36) months from the Closing Date, i.e., until July 16, 2027) may be asserted against the Escrow Amount to the extent funds remain in the Escrow Account on the date such claim is asserted; provided, however, that any such

ARTICLE 6 — RELATIONSHIP TO R&W INSURANCE POLICY

Section 6.1 — Acknowledgment of R&W Insurance (a) The Parties acknowledge and agree that Torchlight has procured a representations and warranties insurance policy designated as Policy No. NSW-RWI-2024-05117 (the "R&W Insurance Policy"), issued by Northern Shield Specialty Insurance Co., a specialty insurer domiciled in the State of Connecticut. The R&W Insurance Policy was placed by Cartwright Insurance Group Ltd., a

Section 6.2 — Coordination of Recovery (a) Torchlight covenants and agrees that it shall first seek recovery for indemnification Losses from the Escrow Amount (subject to the terms and conditions set forth in this Agreement and the Purchase Agreement, including the De Minimis Threshold, the Basket Amount, and the Indemnification Cap) before making claims under the R&W Insurance Policy for Losses in excess of the $9,0

ARTICLE 7 — DUTIES AND LIABILITY OF ESCROW AGENT

Section 7.1 — Duties of Escrow Agent (a) Clearmont National Bank, N.A. is acting solely in its capacity as escrow agent under this Agreement and undertakes to perform only such duties as are expressly set forth herein. The Escrow Agent shall not have any duty or obligation arising under this Agreement other than those specifically provided for in this Agreement, and no implied covenants, duties, or obligations shall

Section 7.2 — Standard of Care; Limitation of Liability (a) The Escrow Agent shall not be liable for any act taken or omitted to be taken by it in good faith and believed by it to be authorized or within its rights, powers, or duties under this Agreement, except in cases of the Escrow Agent's own gross negligence, willful misconduct, or fraud, as determined by a final, non-appealable judgment of a court of competent

Section 7.3 — Conflicting Instructions; Interpleader (a) If at any time the Escrow Agent receives conflicting instructions from Torchlight, on the one hand, and the Shareholder Representative, on the other hand, or if the Escrow Agent is otherwise uncertain as to the proper disposition or distribution of all or any portion of the Escrow Amount, the Escrow Agent shall be entitled to refrain from taking any action (oth

Section 7.4 — Resignation or Removal of Escrow Agent (a) The Escrow Agent may resign from its duties and obligations under this Agreement upon not less than thirty (30) days' prior written notice to Torchlight and the Shareholder Representative. Such resignation shall take effect upon the appointment of a successor escrow agent in accordance with Section 7.4(c) below. (b) The Escrow Agent may be removed from its duti

ARTICLE 8 — ESCROW AGENT COMPENSATION AND INDEMNIFICATION

Section 8.1 — Fees (a) Torchlight shall pay the Escrow Agent's fees and expenses for its services under this Agreement in accordance with the fee schedule attached hereto as Exhibit D, which fees and expenses include, without limitation, the annual administration fee, account maintenance fees, and per-transaction wire transfer fees. (b) All fees and expenses of the Escrow Agent shall be the sole obligation of Torchli

Section 8.2 — Indemnification of Escrow Agent (a) Torchlight and the Shareholder Representative (on behalf of the former stockholders of Ridgeline, and from the Escrow Amount to the extent permitted and only upon joint written consent of Torchlight and the Shareholder Representative) shall jointly and severally indemnify, defend, and hold harmless the Escrow Agent, and its officers, directors, employees, agents, succ

ARTICLE 9 — GENERAL PROVISIONS

Section 9.1 — Shareholder Representative (a) Samuel Kerensky is hereby appointed, confirmed, and authorized to act as the Shareholder Representative for and on behalf of the former stockholders of Ridgeline in connection with all matters arising under or relating to this Agreement. The Shareholder Representative shall have full power and authority, without the need for further action, approval, or consent of any form

Section 9.2 — Notices (a) All notices, requests, demands, claims, consents, instructions, and other communications required or permitted to be given under this Agreement (each, a "Notice") shall be in writing and shall be deemed to have been duly given if (i) delivered by hand (including by reputable overnight courier service), (ii) sent by United States registered or certified mail, return receipt requested, postage

Section 9.3 — Amendments and Waivers (a) This Agreement may not be amended, modified, or supplemented except by a written instrument duly executed by each of Torchlight, the Shareholder Representative, and the Escrow Agent. (b) No waiver of any provision of this Agreement shall be effective unless made in writing and signed by the Party against whom such waiver is sought to be enforced. No failure or delay by any Par

Section 9.4 — Successors and Assigns (a) This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and permitted assigns. (b) No Party may assign, delegate, or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Parties hereto; provided

Section 9.5 — Entire Agreement This Agreement, together with the Purchase Agreement, the R&W Insurance Policy (as between the parties thereto), and the Exhibits attached hereto, constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements (whether oral or written) relating to such su

Section 9.6 — Severability If any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law, rule, or regulation in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or the validity, legality, or enforceability of such provision in any other jurisdiction, and this Agreement shall be refor

Section 9.7 — Counterparts; Electronic Signatures This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by facsimile, portable document format (.pdf), or other electronic transmission shall be effective as delivery of a manua

Section 9.8 — Governing Law; Jurisdiction (a) 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-of-law or conflict-of-law rules or provisions (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. (b) Each of t