Contract analysis

ARTICLE I APPOINTMENT AND ACCEPTANCE

Section 1.1 — Appointment of Stockholder Representative. (a) The Stockholders, by virtue of their approval of the Merger and the Merger Agreement at the special meeting of stockholders of the Company held on May 20, 2024 (at which approximately eighty-two and four-tenths percent (82.4%) of the outstanding shares of the Company's common stock entitled to vote thereon were voted in favor of the adoption of the Merger A

Section 1.2 — Acceptance. (a) Douglas Pemberton hereby accepts the appointment as Stockholder Representative and agrees to perform the duties and exercise the powers set forth in this Agreement, the Merger Agreement, and the Escrow Agreement, subject to the terms and conditions hereof and thereof. (b) All notices and communications to the Stockholder Representative shall be delivered to the following address (or such

Section 1.3 — Binding Effect on Stockholders. (a) Each Stockholder, by virtue of (i) approving the Merger and the Merger Agreement and (ii) accepting the merger consideration of Thirty-Six Dollars and Ninety-Two Cents ($36.92) per share of the Company's common stock (or such other amount as may be adjusted pursuant to the terms of the Merger Agreement), shall be irrevocably bound by this Agreement as if such Stockhol

ARTICLE II AUTHORITY AND POWERS

Section 2.1 — General Authority. The Stockholder Representative shall have full power and authority, acting alone and without the joinder, consent, or approval of any individual Stockholder, to take all actions and make all decisions on behalf of the Stockholders in connection with the following matters: (a) Indemnification Matters. All matters arising under or relating to Article IX of the Merger Agreement, includin

Section 2.2 — Indemnification Claims Procedures. (a) The Stockholder Representative shall be the sole and exclusive recipient, on behalf of all Stockholders, of any written notices of indemnification claims, demands, or other communications from Buyer Indemnified Parties (or any of them) under Article IX of the Merger Agreement. No Buyer Indemnified Party shall be required to provide any notice of claim to any indivi

Section 2.3 — Escrow Administration. (a) The Stockholder Representative shall act jointly with Parent in providing instructions to Cobalt Trust Company as Escrow Agent for the release, retention, distribution, or other disposition of amounts held in the escrow fund in accordance with the Escrow Agreement. Neither the Stockholder Representative nor Parent shall unilaterally instruct the Escrow Agent to release or disb

Section 2.4 — Purchase Price Adjustment. (a) The Stockholder Representative is authorized to review, analyze, object to, and negotiate the final closing statement delivered by Parent following the Closing Date, and to participate in the determination of any working capital true-up, in each case as contemplated by Section 2.7 of the Merger Agreement. (b) Without limiting the generality of the foregoing, the Stockholde

Section 2.5 — Limitation on Authority. (a) Notwithstanding the broad grant of authority set forth in this Article II, the Stockholder Representative shall have no authority to: (i) Bind any individual Stockholder to any obligation, liability, or commitment that is not contemplated by, or that exceeds the obligations imposed upon the Stockholders under, the Merger Agreement, the Escrow Agreement, and this Agreement; (

ARTICLE III RELIANCE AND STANDARD OF CARE

Section 3.1 — Reliance. (a) The Stockholder Representative may rely, and shall be fully protected in acting or refraining from acting, upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, or other paper or document believed by the Stockholder Representative in good faith to be genuine and to have been presented, signed, or delivered by

Section 3.2 — Standard of Care. (a) The Stockholder Representative shall not be liable to any Stockholder, Parent, Merger Sub, or any other person or entity for any action taken, suffered, or omitted by the Stockholder Representative in good faith and reasonably believed by the Stockholder Representative to be authorized or within the rights or powers conferred upon the Stockholder Representative by this Agreement, t

Section 3.3 — No Duty to Investigate. (a) The Stockholder Representative shall have no duty or obligation to investigate, inquire into, monitor, or independently verify any claim, statement, assertion, notice, certificate, representation, or other matter presented to the Stockholder Representative by any person or entity, including without limitation any Buyer Indemnified Party, any Stockholder, Parent, Merger Sub, o

ARTICLE IV INDEMNIFICATION AND EXCULPATION OF STOCKHOLDER REPRESENTATIVE

Section 4.1 — Indemnification by Stockholders. (a) Each Stockholder shall severally (and not jointly), pro rata in accordance with such Stockholder's respective share of the aggregate merger consideration, indemnify, defend, and hold harmless the Stockholder Representative and his heirs, executors, administrators, and legal representatives (collectively, the "Representative Indemnified Parties") from and against any

Section 4.2 — Exculpation. (a) The Stockholder Representative shall not be personally liable to any Stockholder, Parent, Merger Sub, or any other person or entity for any act or omission in his capacity as Stockholder Representative hereunder, except to the extent that such act or omission constitutes the Stockholder Representative's own willful misconduct, gross negligence, or fraud. (b) No Stockholder shall have an

Section 5.1 — Establishment. (a) At or promptly after the Effective Time, an amount equal to Two Million Five Hundred Thousand Dollars ($2,500,000) (the "Expense Fund") shall be withheld from the aggregate merger consideration otherwise payable to the Stockholders at the Effective Time and deposited into a separate bank account established and maintained by the Stockholder Representative (or, at the Stockholder Repre

Section 5.2 — Use of Expense Fund. The Expense Fund may be used by the Stockholder Representative to pay the following costs and expenses: (a) Legal, accounting, financial advisory, and other professional fees and expenses incurred by the Stockholder Representative or on his behalf in connection with the review, evaluation, negotiation, settlement, dispute, or defense of indemnification claims, the administration of

Section 5.3 — Distribution of Remaining Balance. (a) Upon the later of (i) the final release or distribution of all amounts held in the escrow fund pursuant to the Escrow Agreement (expected to occur no later than January 9, 2026, subject to extension for pending claims), (ii) the final resolution of all outstanding indemnification claims under the Merger Agreement, and (iii) the final determination and payment (if a

ARTICLE VI COMPENSATION OF STOCKHOLDER REPRESENTATIVE

Section 6.1 — Compensation. (a) The Stockholder Representative shall be entitled to receive reasonable compensation for his services hereunder, which compensation shall be paid from the Expense Fund. The annual compensation payable to the Stockholder Representative shall be Two Hundred Fifty Thousand Dollars ($250,000) per annum, pro-rated for any partial periods during which the Stockholder Representative serves in

Section 6.2 — Reimbursement of Expenses. The Stockholder Representative shall be entitled to prompt reimbursement from the Expense Fund for all reasonable and documented out-of-pocket expenses incurred by the Stockholder Representative in the performance of his duties hereunder, including without limitation travel expenses (including airfare, hotel, ground transportation, and meals), communication expenses, document

ARTICLE VII RESIGNATION AND REMOVAL; SUCCESSOR

Section 7.1 — Resignation. (a) The Stockholder Representative may resign from his position at any time by delivering written notice of resignation to Parent (at the address set forth in Section 11.1 hereof) and to the Stockholders (or such subset of Stockholders whose contact information is reasonably available to the Stockholder Representative). Such notice shall specify the proposed effective date of resignation, w

Section 7.2 — Removal. (a) The Stockholder Representative may be removed from his position, with or without cause, by the written consent or direction of Stockholders who received in the aggregate more than fifty percent (50%) of the total merger consideration (excluding rollover amounts) paid to the Stockholders at the Effective Time. Such written consent or direction shall specify the effective date of removal, whi

Section 7.3 — Appointment of Successor. (a) In the event of the resignation, removal, death, or incapacity of the Stockholder Representative, a successor Stockholder Representative shall be appointed by the written consent or direction of Stockholders who received in the aggregate more than fifty percent (50%) of the total merger consideration (excluding rollover amounts) paid to the Stockholders at the Effective Tim

ARTICLE VIII INFORMATION AND COOPERATION

Section 8.1 — Information Rights. (a) Parent and the surviving entity (following the Effective Time) shall provide the Stockholder Representative with reasonable access to the books, records, financial statements, workpapers, and other information of the Company (and, following the Effective Time, the surviving entity and its subsidiaries) to the extent reasonably necessary for the Stockholder Representative to perfo

Section 8.2 — Cooperation. (a) Parent and the Stockholder Representative agree to cooperate in good faith with respect to all matters within the scope of this Agreement, including without limitation the timely provision of information and documentation, prompt responses to communications and inquiries, and reasonable efforts to resolve disputes and disagreements amicably and without resort to litigation or other adve

Section 8.3 — Notices to Stockholders. (a) The Stockholder Representative shall have no obligation or duty to keep the Stockholders informed of matters arising under this Agreement, the Merger Agreement, or the Escrow Agreement, and the failure of the Stockholder Representative to provide any notice or update to the Stockholders shall not give rise to any claim or liability against the Stockholder Representative; pro

ARTICLE IX REPRESENTATIONS AND WARRANTIES

Section 9.1 — Representations and Warranties of the Stockholder Representative. Douglas Pemberton hereby represents and warrants to Parent and Merger Sub as follows: (a) Capacity and Authority. He has full legal capacity and authority to enter into this Agreement and to perform his obligations hereunder. The execution, delivery, and performance of this Agreement by him does not require the consent, approval, or autho

Section 9.2 — Representations and Warranties of Parent and Merger Sub. Each of Parent and Merger Sub hereby represents and warrants to the Stockholder Representative as follows: (a) Organization and 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 organized, validly existing, and in good standing

ARTICLE X TERM AND TERMINATION

Section 10.1 — Term. This Agreement shall become effective as of the Effective Time (11:59 p.m. Eastern Time on July 9, 2024) and shall remain in full force and effect until the latest of the following dates: (a) The date on which all amounts held in the escrow fund have been finally released or distributed in accordance with the Escrow Agreement (which date is expected to be no later than January 9, 2026, but which

Section 10.2 — Survival. (a) The provisions of Article IV (Indemnification and Exculpation of Stockholder Representative) and Article XI (Miscellaneous), including without limitation the provisions governing limitation of liability (Section 11.14), governing law (Section 11.2), jurisdiction and venue (Section 11.3), and waiver of jury trial (Section 11.4), shall survive the termination of this Agreement and shall con

Section 11.1 — Notices. All notices, requests, demands, claims, consents, waivers, and other communications required or permitted to be given hereunder shall be in writing and shall be deemed duly given or delivered (a) when delivered personally, (b) one (1) business day after being sent by nationally recognized overnight courier service (with tracking confirmation), or (c) when sent by email (with written confirmati