Contract analysis

Section 1.1 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below: "Acquired Business" means the business of custom metal fabrication (including the design, engineering, fabrication, and installation of structural steel, aluminum, and stainless-steel components for commercial construction, infrastructure, and industrial OEM customers) as conducted by the Company as of

Section 1.2 — Purchase Agreement Definitions Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Purchase Agreement. To the extent that any term defined herein is also defined in the Purchase Agreement, the definition set forth in this Agreement shall control for purposes of this Agreement.

Section 1.3 — Interpretation Unless the context otherwise requires: (a) references to "Articles," "Sections," and "Exhibits" refer to Articles, Sections, and Exhibits of this Agreement; (b) references to any agreement, instrument, or document include all exhibits, schedules, annexes, and attachments thereto; (c) the headings and captions in this Agreement are for convenience of reference only and shall not control or

ARTICLE II — RESTRICTIVE COVENANTS

Section 2.1 — Non-Competition Covenant (a) Gerald T. Brennan Non-Competition. Gerald T. Brennan agrees that during the period commencing on the Closing Date (October 24, 2023) and ending on the third (3rd) anniversary of the Closing Date (October 24, 2026) (the "Brennan Restricted Period"), he shall not, directly or indirectly, whether as an owner, partner, member, shareholder (other than as a passive holder of not m

Section 2.2 — Non-Solicitation of Business Relationships (a) Gerald T. Brennan Non-Solicitation of Business Relationships. During the Brennan Restricted Period (commencing on the Closing Date and expiring on October 24, 2026), Gerald T. Brennan shall not, directly or indirectly, whether on his own behalf or on behalf of any other person or entity, solicit, contact, call upon, communicate with, or attempt to solicit,

Section 2.3 — Non-Solicitation and Non-Hiring of Employees (a) Gerald T. Brennan. During the Brennan Restricted Period (commencing on the Closing Date and expiring on October 24, 2026), Gerald T. Brennan shall not, directly or indirectly, whether on his own behalf or on behalf of any other person or entity: (i) solicit, recruit, hire, engage, retain, or enter into any arrangement with any Business Employee, or induce

Section 2.4 — Confidentiality (a) Obligations. Each Restricted Party agrees that, at all times from and after the Closing Date (and without limitation as to time), he or she shall hold in strict confidence and shall not, directly or indirectly, disclose, publish, disseminate, communicate, divulge, furnish, make accessible, or otherwise make available any Confidential Information to any third party without the prior w

Section 2.5 — Non-Disparagement (a) Each Restricted Party agrees that, at all times from and after the Closing Date, he or she shall not, directly or indirectly, make, publish, communicate, or cause to be made, published, or communicated, any statement, comment, remark, or observation (whether written, oral, electronic, or in any other form or medium, including on social media platforms, internet forums, or in commun

ARTICLE III — REASONABLENESS; ACKNOWLEDGMENTS

Section 3.1 — Acknowledgment of Reasonableness Each Restricted Party acknowledges and agrees that: (i) The restrictive covenants set forth in this Agreement are reasonable and necessary to protect the legitimate business interests and goodwill of the Acquired Business that Buyer is acquiring for aggregate consideration of Thirty Million Dollars ($30,000,000), including the customer relationships, supplier relationshi

Section 3.2 — Independent Covenants The covenants and obligations contained in this Agreement are severable and independent of any other provisions of this Agreement and of any other obligations or agreements between or among any of the parties hereto. The existence of any claim or cause of action by any Restricted Party against Buyer or any of its affiliates, whether arising under the Purchase Agreement, the TSA, th

Section 3.3 — Knowledge of the Business Each Restricted Party acknowledges that Buyer is relying upon the restrictive covenants contained herein in connection with its acquisition of the Acquired Business and that such reliance is reasonable in light of the following: (a) Gerald T. Brennan. Gerald T. Brennan is the founder of the Company and has been involved in the structural metals and metal fabrication industry fo

Section 4.1 — Irreparable Harm Each Restricted Party acknowledges and agrees that the restrictive covenants contained in this Agreement are of a special, unique, and extraordinary character, and that a breach or threatened breach of any such covenant by any Restricted Party would cause Buyer and the Acquired Business irreparable injury and damage that cannot be adequately compensated by monetary damages alone. Each R

Section 4.2 — Injunctive Relief In the event of any breach or threatened breach of any of the restrictive covenants contained in this Agreement, Buyer shall be entitled to seek and obtain temporary restraining orders, preliminary injunctions, permanent injunctions, and other equitable relief to restrain and enjoin such breach or threatened breach, in addition to any and all other remedies available to Buyer at law or

Section 4.3 — Extension of Restricted Period If any Restricted Party violates any of the restrictive covenants contained in Article II of this Agreement, the applicable Restricted Period for such Restricted Party shall automatically be extended by a period of time equal to the duration of such violation (measured from the date on which the violation commenced through the date on which the violation is permanently cea

Section 4.4 — Accounting of Profits In addition to injunctive relief and monetary damages, in the event of a breach of any of the restrictive covenants contained in this Agreement, Buyer shall be entitled to an accounting of all profits, revenues, compensation, commissions, remuneration, or other benefits derived by the breaching Restricted Party, directly or indirectly, from any activity constituting a violation of

Section 4.5 — Indemnification Each Restricted Party shall indemnify, defend, and hold harmless Buyer and its respective affiliates, parents, subsidiaries, officers, directors, managers, employees, agents, successors, and assigns (collectively, the "Buyer Indemnified Parties") from and against any and all losses, damages, liabilities, obligations, claims, demands, actions, suits, proceedings, judgments, penalties, fin

ARTICLE V — BLUE PENCIL / JUDICIAL MODIFICATION

Section 5.1 — Reformation The parties intend that the restrictive covenants contained in this Agreement be enforced to the fullest extent permitted by applicable law. If any court or arbitral tribunal of competent jurisdiction determines that any provision, covenant, or restriction contained in this Agreement is unenforceable or invalid because it is overbroad, unreasonable, or excessive in scope, duration, geographi

Section 5.2 — Severability If any provision, clause, or part of any provision of this Agreement is held to be invalid, illegal, void, or unenforceable by any court of competent jurisdiction, such holding shall not affect, impair, or invalidate any other provision, clause, or part of this Agreement, and the remainder of this Agreement shall remain in full force and effect. This Agreement shall be construed as if such

ARTICLE VI — REPRESENTATIONS AND WARRANTIES OF THE RESTRICTED PARTIES Each Restricted Party, severally and not jointly, represents and warrants to Buyer as follows:

Section 6.1 — Authority and Capacity Such Restricted Party has full legal capacity and authority to execute, deliver, and perform his or her obligations under this Agreement. This Agreement constitutes the valid and binding obligation of such Restricted Party, enforceable against him or her in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecti

Section 6.2 — No Conflicts The execution, delivery, and performance by such Restricted Party of this Agreement does not and will not (a) conflict with, violate, result in a breach of, or constitute a default (with or without notice or lapse of time or both) under any agreement, contract, instrument, obligation, commitment, arrangement, or understanding (whether written or oral) to which such Restricted Party is a par

Section 6.3 — Adequate Consideration Such Restricted Party acknowledges that he or she is receiving good, valuable, and adequate consideration for the covenants and obligations set forth in this Agreement, including, without limitation: (a) his or her respective pro rata share of the Purchase Price payable pursuant to the Purchase Agreement; (b) with respect to Gerald T. Brennan, the compensation and benefits provide

Section 6.4 — Voluntary Execution Such Restricted Party has carefully read and fully understands the terms and conditions of this Agreement, including the nature, scope, and duration of the restrictive covenants contained herein. Such Restricted Party has had the opportunity to consult with independent legal counsel of his or her choosing, including counsel at Halverson Burke & Crane LLP, regarding the terms, conditi

ARTICLE VII — GENERAL PROVISIONS

Section 7.1 — Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such State, without giving effect to any choice or conflict of laws provision, rule, or principle (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any j

Section 7.2 — Jurisdiction and Venue Each Restricted Party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the state courts of the State of New York sitting in the County of New York (Borough of Manhattan) and the United States District Court for the Southern District of New York for the resolution of any action, suit, proceeding, dispute, or controversy arising out of or relating to t

Section 7.3 — Waiver of Jury Trial EACH PARTY HERETO 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, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF ANY PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE, OR ENFORCEME

Section 7.4 — Notices All notices, requests, demands, claims, 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 or by personal delivery, (b) one (1) business day after being sent by a nationally recognized overnight courier service (with evidence of delivery), (c) three (3) busin

Section 7.5 — Assignment No Restricted Party may assign, transfer, delegate, or otherwise dispose of any of his or her rights or obligations under this Agreement without the prior written consent of Buyer, and any attempted assignment, transfer, delegation, or disposition without such consent shall be null, void, and of no force or effect. Buyer may freely assign, transfer, or delegate its rights and obligations unde

Section 7.6 — Entire Agreement This Agreement, together with the Purchase Agreement, the TSA (as to Gerald T. Brennan), and the Kopp Employment Agreement (as to Derek J. Kopp), and all exhibits, schedules, and annexes attached thereto, constitutes the entire agreement among the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiation

Section 7.7 — Amendment and Waiver No amendment, modification, supplement, or restatement of any provision of this Agreement shall be valid or effective unless made in a writing signed by Buyer and the affected Restricted Party or Restricted Parties. No waiver of any provision of this Agreement, or of any breach or default thereof, shall be effective unless made in a writing signed by the party against whom enforceme

Section 7.8 — Third-Party Beneficiaries Except as expressly provided in this Section 7.8, this Agreement is not intended to, and shall not, confer any rights, benefits, or remedies upon any person or entity other than the parties hereto and their respective permitted successors and assigns. Notwithstanding the foregoing, Buyer's affiliates, including, without limitation, Bramblewood Capital Partners, LP and each dire

Section 7.9 — Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Agreement by facsimile, portable document format (.pdf), electronic signature (including via Brightwater Software, Ashford Health IT, or oth

Section 7.10 — Relationship to Other Agreements The covenants, restrictions, and obligations contained in this Agreement are in addition to, and not in substitution for, limitation of, or derogation from, any restrictive covenants, confidentiality obligations, non-competition provisions, non-solicitation provisions, or similar restrictions contained in the TSA, the Kopp Employment Agreement, or any other agreement be

Section 7.11 — Attorneys' Fees In any action, suit, proceeding, or arbitration brought to enforce any provision of this Agreement, or arising out of or relating to a breach or threatened breach of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party its reasonable attorneys' fees, experts' fees, court costs, and other costs and expenses of litigation or arbitration, in addit

Section 7.12 — Construction This Agreement has been negotiated by the parties hereto and their respective counsel, and shall not be construed against any party by reason of the fact that such party or its counsel drafted or prepared all or any portion of this Agreement. Each Restricted Party and Buyer acknowledge that all parties and their respective counsel have had the opportunity to review, comment upon, and negot