Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Agreement" means this Rollover Agreement, including all Schedules and Appendices hereto, as the same may be amended, supplemented, or otherwise modified from time to time in accordance with the terms hereof. "Buyer" or "Parent" means [●], a Delaware limited partnership. "Cashed-Out Shares" means the sh

Section 1.2 — Terms Defined in the Merger Agreement Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement, as in effect on the date hereof (or, if the Merger Agreement is amended after the date hereof, as in effect as so amended, unless the context requires otherwise).

Section 1.3 — Interpretation Unless the context of this Agreement otherwise requires: (a) references to "Sections," "Articles," "Schedules," and "Appendices" are to the Sections, Articles, Schedules, and Appendices of this Agreement; (b) the headings and captions in this Agreement are inserted for convenience of reference only and are not intended to be a part of, or to affect the meaning or interpretation of, this A

ARTICLE II — ROLLOVER CONTRIBUTION

Section 2.1 — Rollover Commitment At or immediately prior to the Effective Time, and subject to the terms and conditions of this Agreement (including the satisfaction or waiver of the conditions set forth in Article III): (a) Contribution of Rollover Shares. The Rollover Shareholder shall contribute, assign, transfer, convey, and deliver to the Buyer (or a designated affiliate of the Buyer, as notified in writing by

Section 2.2 — Rollover Value Calculation The Rollover Value shall be equal to the product of (i) the number of Rollover Shares multiplied by (ii) the Per-Share Merger Consideration. The Equity Interest issued to the Rollover Shareholder pursuant to Section 2.1(b) shall be valued, for all purposes of this Agreement, at an amount equal to the Rollover Value. For the avoidance of doubt, the Rollover Value is calculated

Section 2.3 — Treatment of Cashed-Out Shares The Cashed-Out Shares (being [●] shares of Common Stock) shall be treated in accordance with the terms and conditions of the Merger Agreement. At the Effective Time, each Cashed-Out Share shall be converted into the right to receive the Per-Share Merger Consideration in cash, without interest, subject to any applicable withholding of Taxes as provided in the Merger Agreeme

Section 2.4 — Delivery Mechanics (a) Delivery of Rollover Shares. No later than two (2) business days prior to the Closing Date (or at such other time as the Buyer and the Rollover Shareholder may mutually agree), the Rollover Shareholder shall deliver or cause to be delivered to the Buyer (or its designated affiliate, as applicable) stock certificates representing the Rollover Shares (if the Rollover Shares are evid

Section 2.5 — Withholding The Buyer, Merger Sub, the Surviving Entity, and each of their respective affiliates shall be entitled to deduct and withhold from any amounts otherwise payable, deliverable, or issuable pursuant to this Agreement such amounts as may be required to be deducted and withheld under the Internal Revenue Code of 1986, as amended (the "Code"), or any provision of federal, state, local, or foreign

Section 2.6 — Adjustments If, between the date of this Agreement and the Effective Time, the outstanding shares of Common Stock shall have been changed into a different number or class of shares by reason of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into shares of Common Stock), subdivision, reclassification, recapitalization, combination, e

ARTICLE III — CONDITIONS TO ROLLOVER

Section 3.1 — Conditions to Obligations of All Parties The obligations of each Party to consummate the rollover contribution contemplated by Section 2.1 shall be subject to the satisfaction (or, to the extent permitted by applicable law, waiver by the applicable Party) of each of the following conditions at or prior to the Effective Time: (a) Merger Agreement Conditions. All conditions precedent to the closing of the

Section 3.2 — Conditions to Obligations of the Buyer The obligation of the Buyer to consummate the rollover contribution and to issue the Rollover Consideration shall be further subject to the satisfaction (or waiver by the Buyer) of each of the following additional conditions: (a) Accuracy of Representations and Warranties. The representations and warranties of the Rollover Shareholder set forth in Article IV shall

Section 3.3 — Conditions to Obligations of the Rollover Shareholder The obligation of the Rollover Shareholder to consummate the rollover contribution and to deliver the Rollover Shares shall be further subject to the satisfaction (or waiver by the Rollover Shareholder) of each of the following additional conditions: (a) Accuracy of Representations and Warranties. The representations and warranties of the Buyer set f

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF THE ROLLOVER SHAREHOLDER The Rollover Shareholder hereby represents and warrants to the Buyer and Merger Sub as of the date hereof and as of the Closing Date (except where a representation or warranty expressly speaks as of a specific date, in which case as of such date) as follows:

Section 4.1 — Ownership of Shares The Rollover Shareholder is the sole record and beneficial owner (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of the Total Shares, free and clear of all Liens (other than restrictions under applicable federal and state securities laws and restrictions arising under this Agreement and the Voting Agreement). The Rollover Shareholder has good and vali

Section 4.2 — Authority and Enforceability The Rollover Shareholder has the legal capacity, full power, and authority to execute and deliver this Agreement, to perform the Rollover Shareholder's obligations hereunder, and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Rollover Shareholder and constitutes the valid and binding obligation of the Rollover S

Section 4.3 — No Conflicts The execution, delivery, and performance of this Agreement by the Rollover Shareholder, and the consummation by the Rollover Shareholder of the transactions contemplated hereby, do not and will not: (i) violate any applicable law, statute, ordinance, rule, regulation, order, judgment, injunction, or decree of any Governmental Authority applicable to the Rollover Shareholder or any of the Ro

Section 4.4 — Investment Representations (a) Accredited Investor. The Rollover Shareholder is an "accredited investor" as such term is defined in Rule 501(a) of Regulation D promulgated under the Securities Act. (b) Investment Intent. The Equity Interest to be acquired by the Rollover Shareholder pursuant to this Agreement is being acquired for the Rollover Shareholder's own account, for investment purposes only, and

Section 4.5 — Tax Matters The Rollover Shareholder has had the opportunity to consult with the Rollover Shareholder's own tax advisors regarding the tax consequences of the transactions contemplated by this Agreement, including the contribution of the Rollover Shares in exchange for the Equity Interest. The Rollover Shareholder acknowledges that neither the Buyer nor any of its affiliates, general partners, limited p

Section 4.6 — Litigation There is no pending or, to the knowledge of the Rollover Shareholder, threatened action, suit, claim, arbitration, investigation, or proceeding against or affecting the Rollover Shareholder before or by any Governmental Authority, court, arbitrator, or other tribunal that would reasonably be expected to (i) adversely affect the Rollover Shareholder's ability to perform the Rollover Shareholde

Section 4.7 — Brokers and Finders No broker, finder, investment banker, financial advisor, or other intermediary is entitled to any brokerage, finder's, financial advisory, or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Rollover Shareholder, other than any such fees or commissions that are the sole responsibilit

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE BUYER The Buyer hereby represents and warrants to the Rollover Shareholder as of the date hereof and as of the Closing Date (except where a representation or warranty expressly speaks as of a specific date, in which case as of such date) as follows:

Section 5.1 — Organization and Good Standing The Buyer is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. The Buyer has all requisite limited partnership power and authority to own, lease, and operate its properties and to carry on its business as presently conducted. The Buyer is duly qualified or licensed to do business and is in good standing in

Section 5.2 — Authority and Enforceability The Buyer has the requisite limited partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery, and performance of this Agreement by the Buyer and the consummation of the transactions contemplated hereby have been duly authorized by all necessar

Section 5.3 — No Conflicts The execution, delivery, and performance of this Agreement by the Buyer, and the consummation by the Buyer of the transactions contemplated hereby, do not and will not: (i) violate any applicable law, statute, ordinance, rule, regulation, order, judgment, injunction, or decree of any Governmental Authority applicable to the Buyer or any of its properties or assets; (ii) conflict with, resul

Section 5.4 — Issuance of Equity Interest The Equity Interest, when issued and delivered to the Rollover Shareholder in accordance with the terms and conditions of this Agreement, will be duly authorized, validly issued, fully paid (to the extent applicable), and non-assessable (to the extent such concept is applicable to the type of Equity Interest), and shall be free and clear of all Liens (other than restrictions

Section 6.1 — Interim Restrictions on Transfer From the date of this Agreement until the earlier of (x) the Effective Time or (y) the valid termination of this Agreement in accordance with Section 7.1: (a) Transfer Restriction. The Rollover Shareholder shall not, directly or indirectly, (i) sell, transfer, assign, tender in any tender or exchange offer, pledge, hypothecate, encumber, grant any option, warrant, or rig

Section 6.2 — Cooperation (a) General Cooperation. The Rollover Shareholder shall use reasonable best efforts to cooperate with the Buyer and its representatives and take all actions reasonably requested by the Buyer to effectuate the rollover contribution contemplated by this Agreement, including executing and delivering any documents, instruments, conveyances, assignments, transfer forms, or other papers, and makin

Section 6.3 — Further Assurances From and after the date of this Agreement, each Party shall, at the reasonable request of the other Party, execute and deliver such additional documents, instruments, conveyances, and assurances, and take such further actions as may be reasonably required to carry out the provisions of this Agreement and to give effect to the transactions contemplated hereby. The obligations of the Pa

Section 6.4 — Confidentiality The Rollover Shareholder shall keep strictly confidential and shall not disclose to any Person the terms of this Agreement and the Equity Interest, including the Rollover Value, the Rollover Percentage, the terms and conditions of the Equity Interest, and any nonpublic information received by the Rollover Shareholder from the Buyer or its representatives in connection with the transactio

Section 6.5 — Post-Closing Transfer Restrictions on Equity Interest Following the Closing, the Equity Interest shall be subject to such transfer restrictions as are set forth in the organizational documents of the issuing entity (including any Amended and Restated Limited Partnership Agreement, Limited Liability Company Agreement, or Stockholders' Agreement, as applicable), as in effect from time to time. Without lim

Section 7.1 — Termination Events This Agreement shall terminate automatically, and none of the Parties shall have any further rights or obligations hereunder (except as expressly provided in Section 7.2), upon the earliest to occur of: (a) the mutual written consent of all Parties to terminate this Agreement; (b) the valid termination of the Merger Agreement in accordance with its terms, regardless of the reason for

Section 7.2 — Effect of Termination In the event of termination of this Agreement pursuant to Section 7.1(a) or Section 7.1(b), this Agreement shall become void and shall be of no further force or effect, and no Party shall have any liability to any other Party hereunder or in connection herewith, except that: (a) Article VIII (Miscellaneous) shall survive the termination of this Agreement and shall remain in full fo

Section 8.1 — Notices All notices, requests, claims, demands, consents, waivers, and other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered by hand (with written confirmation of receipt), (b) one (1) business day after being sent by a nationally recognized overnight courier service (with written confirmation of rec

Section 8.2 — Entire Agreement This Agreement (including all Schedules and Appendices hereto), together with the Merger Agreement, the Voting Agreement, and the other documents and instruments referred to herein and therein, constitutes the entire agreement among the Parties with respect to the subject matter hereof and thereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, dis

Section 8.3 — Amendments and Waivers No amendment, modification, supplement, restatement, or waiver of any provision of this Agreement shall be effective unless in a written instrument duly executed by all Parties hereto specifically referencing this Agreement and the provision to be amended, modified, supplemented, restated, or waived. No waiver of any provision of this Agreement shall operate or be construed as a w

Section 8.4 — Successors and Assigns This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, personal representatives, successors, and permitted assigns. 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, and any attemp

Section 8.5 — Governing Law This Agreement and all claims, disputes, controversies, and causes of action (whether in contract, tort, or otherwise) arising out of or relating to this Agreement or the negotiation, execution, performance, or enforcement hereof shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision

Section 8.6 — Jurisdiction and Venue Each Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the Court of Chancery of the State of Delaware (or, if and only 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 neither such court accepts jurisdiction, the United States District

Section 8.7 — Waiver of Jury Trial EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, SUIT, PROCEEDING, CLAIM, COUNTERCLAIM, OR CROSS-CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT, OR ATTORNEY OF ANY OT

Section 8.8 — Specific Performance The Parties acknowledge and agree that (a) irreparable harm would occur and the Parties would not have an adequate remedy at law in the event that any provision of this Agreement were not performed in accordance with its specific terms or were otherwise breached, and (b) monetary damages would be insufficient to compensate for such breach. Accordingly, each Party shall be entitled t

Section 8.9 — Severability If any provision of this Agreement, or the application thereof to any Person or any circumstance, is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid, illegal, or unenforceable provision,

Section 8.10 — Third-Party Beneficiaries Nothing in this Agreement, express or implied, is intended to or shall confer upon any Person (other than the Parties hereto and their respective permitted successors and assigns) any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. Without limiting the foregoing, no creditor of any Party shall be deemed a third-party beneficiary of this

Section 8.11 — Counterparts This Agreement may be executed in one or more counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same instrument. Delivery of an executed counterpart of this Agreement by facsimile transmission, by electronic mail in portable document format (.pdf), or through an electronic signature platform (includi

Section 8.12 — Expenses Except as otherwise expressly provided in this Agreement or in the Merger Agreement, each Party shall bear its own costs, fees, and expenses (including attorneys' fees, accountants' fees, financial advisory fees, and other professional fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby. For the avoidance of doubt, nothing in this Section 8.12

Section 8.13 — No Recourse Notwithstanding anything to the contrary contained in this Agreement or any applicable law, this Agreement may only be enforced against, and any claim, suit, action, or proceeding based upon, arising out of, or related to this Agreement may only be brought against, the entities that are expressly identified as Parties hereto and then only with respect to the specific obligations set forth h