Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the following meanings: "Affiliate" means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common control with such Person. For purposes of this definition, "control" (including the terms "controlled by" and "under common control with") means the possession, directly o

Section 1.2 — Rules of Construction (a) Unless the context otherwise requires, (i) words in the singular shall include the plural and vice versa, (ii) words of one gender shall include the other genders, (iii) the terms "hereof," "herein," "hereby," "hereto," and derivative or similar words refer to this entire Agreement, (iv) the terms "Article," "Section," "Schedule," "Exhibit," and "Disclosure Schedule" refer to t

ARTICLE II — PURCHASE AND SALE; CLOSING

Section 2.1 — Purchase and Sale of Shares Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, each Seller shall sell, transfer, convey, assign, and deliver to the Buyer, and the Buyer shall purchase and acquire from each Seller, all of the Shares held by such Seller, free and clear of all Liens (other than restrictions under applicable securities Laws and the Company's organizati

Section 2.2 — Treatment of Options (a) At the Closing, each outstanding Option (whether vested or unvested) to purchase shares of Common Stock under the Option Plan shall, without any action on the part of the holder thereof, be cancelled and shall cease to represent a right to acquire shares of Common Stock. In consideration of such cancellation, each holder of a cancelled Option shall become entitled to receive, as

Section 2.3 — Purchase Price and Payment

Section 2.3(a) — Aggregate Purchase Price. The aggregate purchase price for all of the Shares shall be Three Hundred Fifty Million Dollars ($350,000,000) (the "Aggregate Purchase Price"), subject to adjustment as provided in Section 2.4. The Aggregate Purchase Price shall be payable at the Closing as follows: (i) Closing Cash Consideration. An amount (the "Closing Cash Consideration") equal to (A) the Estimated Purch

Section 2.3(b) — Pro Rata Share. "Pro Rata Share" means, with respect to each Seller, the percentage obtained by dividing (a) the total number of Shares owned by such Seller plus the number of shares of Common Stock subject to in-the-money Options held by such Seller, by (b) the total number of Fully Diluted Shares. The Pro Rata Share of each Seller is set forth on Exhibit A. The Pro Rata Share shall be used for purp

Section 2.3(c) — Payment of Company Transaction Expenses and Indebtedness. At the Closing, the Buyer shall cause to be paid, on behalf of the Company (and such payments shall reduce the Estimated Purchase Price on a dollar-for-dollar basis as described in Section 2.4(a)): (i) All Company Transaction Expenses, in each case in accordance with invoices delivered pursuant to Section 2.8(a)(viii), including (A) the succes

Section 2.3(d) — Withholding. The Buyer (and any other Person making payments hereunder) shall be entitled to deduct and withhold from any consideration payable hereunder such amounts as may be required to be deducted and withheld pursuant to the Code, or any provision of state, local, or foreign Tax Law. To the extent any amounts are so deducted and withheld, such amounts shall be treated for all purposes of this Ag

Section 2.4 — Purchase Price Adjustment

Section 2.4(a) — Estimated Closing Statement. Not less than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Buyer a statement (the "Estimated Closing Statement") setting forth the Company's good-faith estimates of: (i) Closing Net Working Capital (the "Estimated Closing Net Working Capital"), (ii) Closing Date Indebtedness (the "Estimated Closing Date Indebtedness"), (i

Section 2.4(b) — Post-Closing Adjustment. Within ninety (90) days following the Closing Date, the Buyer shall prepare and deliver to the Stockholder Representative a statement (the "Final Closing Statement") setting forth the Buyer's good-faith determination of the actual amounts of: (i) Closing Net Working Capital, (ii) Closing Date Indebtedness, (iii) Cash, and (iv) Company Transaction Expenses, in each case as of

Section 2.4(c) — Dispute Resolution. The Stockholder Representative shall have a period of thirty (30) days following receipt of the Final Closing Statement (the "Review Period") to review the Final Closing Statement. During the Review Period, the Buyer shall provide (and shall cause the Company to provide) the Stockholder Representative and its accountants and other representatives with reasonable access during norm

Section 2.4(d) — Post-Closing True-Up. Following the final determination of the items set forth in the Final Closing Statement (whether by acceptance, agreement, or determination by the Independent Accounting Firm), the "Final Purchase Price" shall be calculated as follows: Final Purchase Price = $350,000,000 plus the amount, if any, by which the finally determined Closing Net Working Capital exceeds the Target Net W

Section 2.5 — Escrow At the Closing, the Buyer shall deposit the Escrow Amount (Seventeen Million Five Hundred Thousand Dollars ($17,500,000)) with Northgate Escrow Services LLC, as Escrow Agent, pursuant to the terms and conditions of the Escrow Agreement attached hereto as Exhibit B. The Escrow Amount shall serve as security for: (i) any amounts payable by the Sellers to the Buyer in connection with the post-closin

Section 2.6 — Rollover At the Closing, Garrett Holliday shall contribute to the Buyer shares of Common Stock and/or Series A Preferred Stock having a value equal to the Rollover Amount (approximately Twenty-Five Million Dollars ($25,000,000), representing approximately 7.14% of the Aggregate Purchase Price) in exchange for membership interests in the Buyer, pursuant to the terms and conditions of the Rollover Agreeme

Section 2.7 — Closing The closing of the Transaction (the "Closing") shall take place remotely by electronic exchange of documents and signatures on the date (the "Closing Date") that is three (3) Business Days after the satisfaction or waiver of all conditions set forth in Article VII (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of su

Section 2.8 — Closing Deliverables

Section 2.8(a) — Seller Closing Deliverables. At the Closing, the Sellers and the Company shall deliver (or cause to be delivered) to the Buyer the following: (i) Stock certificates representing all of the Shares, duly endorsed in blank or accompanied by duly executed stock powers endorsed in blank, with all required stock transfer stamps affixed thereto, in proper form for transfer of good and valid title to all of

Section 2.8(b) — Buyer Closing Deliverables. At the Closing, the Buyer shall deliver (or cause to be delivered) to the Sellers, the Company, and/or the Escrow Agent, as applicable, the following: (i) The Closing Cash Consideration, by wire transfer of immediately available funds to the accounts designated by the respective Sellers (or the Stockholder Representative on behalf of the Sellers) in accordance with Section

ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE COMPANY Except as set forth in the Disclosure Schedules (which Disclosure Schedules shall be arranged in sections corresponding to the numbered and lettered sections of this Article III, and the disclosure of any item in any section or subsection of the Disclosure Schedules shall be deemed disclosure with respect to any other section or subsection of this Agreement

Section 3.1 — Organization and Qualification The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware (Delaware File Number 5582037). The Company has all requisite corporate power and authority to own, lease, and operate its properties and assets and to carry on its business as presently conducted. The Company is duly qualified or licensed to do busin

Section 3.2 — Authorization The Company has full corporate power and authority to execute and deliver this Agreement and each Ancillary Agreement to which the Company is or will be a party and to perform its obligations hereunder and thereunder. The execution, delivery, and performance of this Agreement and each such Ancillary Agreement by the Company, and the consummation by the Company of the transactions contempla

Section 3.3 — Capitalization (a) The authorized capital stock of the Company consists of (i) 10,000,000 shares of Common Stock, par value $0.001 per share, of which 7,850,000 shares are issued and outstanding as of the date hereof, and (ii) 2,000,000 shares of Series A Preferred Stock, par value $0.001 per share, of which 1,500,000 shares are issued and outstanding as of the date hereof. All of the issued and outstan