Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.1 — Definitions As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Credit Agreement. "Affiliate" means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control

Section 1.2 — Interpretation The following rules of interpretation shall apply to this Agreement: (a) The headings and captions contained in this Agreement are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Agreement. (b) Unless the context otherwise requires, all references in this Agreement to "Sections," "Articles," "Exhibits," and "Schedules" shall be deeme

Section 1.3 — Relationship to Credit Agreement and Other Loan Documents (a) This Agreement is one of the "Loan Documents" as such term is defined in the Credit Agreement. To the extent any provision of this Agreement is inconsistent with or contrary to any provision of the Credit Agreement with respect to the rights and obligations of the Parties relating to the Warrant and the Warrant Units, the provisions of this A

ARTICLE II — ISSUANCE OF WARRANT

Section 2.1 — Issuance (a) Subject to the terms and conditions of this Agreement, the Company hereby issues to the Holder, and the Holder hereby accepts from the Company, a Warrant to purchase membership units of the Company equal to two and one-half percent (2.5%) of the Fully Diluted equity of the Company, calculated on a Fully Diluted Basis as of the date hereof. (b) The number of Warrant Units issuable upon exerc

Section 2.2 — Consideration The Warrant is issued as additional consideration for the Holder's commitment to extend, and the Holder's actual funding of, the twenty million dollar ($20,000,000) Mezzanine Loan pursuant to the Credit Agreement. The Parties acknowledge and agree that the Warrant constitutes a material inducement for the Holder to enter into the Credit Agreement and to fund the Mezzanine Loan, and that th

Section 2.3 — No Fractional Units No fractional membership units shall be issued upon exercise of the Warrant. If the exercise of the Warrant would otherwise result in the issuance of a fractional membership unit, the number of membership units issuable shall be rounded to the nearest whole unit (with fractions of 0.5 or greater rounded up and fractions of less than 0.5 rounded down), or, at the Company's sole electi

ARTICLE III — EXERCISE OF WARRANT

Section 3.1 — Exercise Period and Method (a) The Warrant shall be exercisable, in whole or in part, at any time and from time to time during the Exercise Period, which shall commence on April 22, 2021 and shall terminate at 5:00 p.m. (New York City time) on April 22, 2031 (the Expiration Date). (b) To exercise the Warrant (in whole or in part), the Holder shall deliver to the Company at its principal office at 4510 H

Section 3.2 — Cashless Exercise (Net Exercise) (a) In lieu of making a cash payment of the aggregate Exercise Price, the Holder may elect, by so indicating in the Exercise Notice, to exercise the Warrant (in whole or in part) on a cashless basis (a "Net Exercise"), in which case the Company shall issue to the Holder a net number of Warrant Units computed in accordance with the following formula: Net Warrant Units = (

Section 3.3 — Fair Market Value Determination (a) Publicly Traded Securities. If the Company's equity securities are listed or admitted to trading on a national securities exchange or quoted on any established over-the-counter market at the time of determination, the Fair Market Value per membership unit (or equivalent equity security) shall be the volume-weighted average closing price per unit (or equivalent equity

Section 3.4 — Issuance of Warrant Units Upon Exercise (a) Within five (5) Business Days following receipt of a valid Exercise Notice and, if applicable, payment of the aggregate Exercise Price (or, in the case of a Net Exercise, the valid election thereof), the Company shall: (i) issue to the Holder the applicable number of Warrant Units; (ii) update the Company's membership register, books, and records to reflect th

Section 3.5 — Partial Exercise (a) The Warrant may be exercised in part from time to time during the Exercise Period. In the event of a partial exercise, the Company shall record the number of Warrant Units so exercised and the remaining number of Warrant Units available for exercise under the Warrant. (b) The unexercised portion of the Warrant shall remain outstanding and exercisable for the remainder of the Exercis

Section 3.6 — Expiration If the Warrant is not exercised in full on or before April 22, 2031 (the Expiration Date), the Warrant shall automatically expire and terminate at 5:00 p.m. (New York City time) on such date, and shall thereafter be void and of no further force or effect. Upon such expiration, neither the Company nor the Holder shall have any further rights or obligations under this Agreement with respect to

ARTICLE IV — ANTI-DILUTION ADJUSTMENTS

Section 4.1 — Unit Subdivisions and Combinations (Splits and Reverse Splits) (a) If the Company at any time after the date hereof subdivides (by unit split, unit distribution, reclassification, or otherwise) its outstanding membership units into a greater number of units, the number of Warrant Units issuable upon exercise of the Warrant shall be proportionally increased, and the Exercise Price shall be proportionally

Section 4.2 — Distributions and Dividends If the Company at any time after the date hereof declares or makes a distribution of additional membership units to all holders of outstanding membership units as a dividend or otherwise (other than a subdivision or combination covered by Section 4.1), the number of Warrant Units issuable upon exercise of the Warrant shall be increased by the number of additional membership u

Section 4.3 — Issuance Below Exercise Price (Weighted-Average Anti-Dilution) (a) If the Company at any time after the date hereof issues or sells additional Equity Securities (other than Excluded Issuances) at a price per unit that is less than the Exercise Price then in effect (a "Dilutive Issuance"), the Exercise Price shall be adjusted downward to a new Exercise Price determined by the following broad-based weight

Section 4.4 — Reclassifications, Mergers, Consolidations (a) If the Company effects a reclassification, recapitalization, reorganization, merger, consolidation, or similar transaction (other than a subdivision, combination, or distribution covered by Sections 4.1 or 4.2), as a result of which the membership units of the Company are converted into, or exchanged for, other securities, cash, or other property, the Holde

Section 4.5 — Notice of Adjustments The Company shall provide written notice to the Holder within ten (10) Business Days of the occurrence of any event that triggers an adjustment to the Exercise Price or the number of Warrant Units pursuant to this Article IV. Such notice shall specify in reasonable detail: (a) the nature of the event giving rise to the adjustment; (b) the adjusted Exercise Price, showing the comput

Section 4.6 — No Impairment The Company shall not, by amendment of its Operating Agreement, articles of organization, or other organizational documents, or through any reorganization, recapitalization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Agreement or take

ARTICLE V — PUT AND CALL MECHANICS

Section 5.1 — Put Right of Holder (a) Put Events. Each of the following shall constitute a "Put Event": (i) the occurrence of a Change of Control; (ii) the fifth (5th) anniversary of the date hereof, which is April 22, 2026 (which the Parties acknowledge coincides with the approximate maturity of the Mezzanine Loan, the stated maturity date under the Mezzanine Promissory Note being May 7, 2026); and (iii) the consumm

Section 5.2 — Call Right of Company (a) Call Right. The Company (or Ridgeway Capital Partners Fund III, L.P. as designee of the Company) shall have the right (but not the obligation) to purchase all (but not less than all) of the Warrant and/or Warrant Units from the Holder upon the occurrence of a Change of Control or an IPO. (b) Call Notice. To exercise the call right, the Company (or Ridgeway) shall deliver writte

Section 5.3 — Tag-Along Right (a) If Ridgeway or any holder of more than fifty percent (50%) of the outstanding equity of the Company (a "Selling Member") proposes to sell, transfer, or otherwise dispose of all or substantially all of its membership interests in the Company to a third party (a "Tag-Along Sale"), the Selling Member shall provide written notice to the Holder (a "Tag-Along Notice") at least thirty (30)

Section 5.4 — Drag-Along Obligation (a) If holders of at least sixty-six and two-thirds percent (66⅔%) of the outstanding equity of the Company on a Fully Diluted Basis (the "Dragging Members") approve a Change of Control transaction (a "Drag-Along Sale"), the Holder shall be obligated to sell, transfer, and deliver its Warrant and/or Warrant Units in such Drag-Along Sale on the same terms and conditions as the Dragg

ARTICLE VI — TRANSFER RESTRICTIONS

Section 6.1 — Restrictions on Transfer (a) The Warrant and any Warrant Units issued upon exercise thereof have not been registered under the Securities Act or under any state securities laws and may not be offered, sold, transferred, assigned, pledged, hypothecated, or otherwise disposed of (collectively, "Transferred") except (i) in compliance with applicable federal and state securities laws, (ii) in accordance wit

Section 6.2 — Permitted Transfers (a) Notwithstanding the restrictions set forth in Section 6.1, the Holder may Transfer the Warrant and/or any Warrant Units, without the prior consent of the Company or the Board, to any of the following (each, a "Permitted Transferee"): (i) any Affiliate of Ironwood Capital Finance LLC; (ii) any successor fund or parallel fund managed by the same investment adviser, general partner,

Section 6.3 — Right of First Refusal (a) If the Holder proposes to Transfer all or any portion of the Warrant or Warrant Units to any Person other than a Permitted Transferee (a "Proposed Transfer"), the Holder shall first deliver written notice to the Company (a "Transfer Notice") specifying the number of Warrant Units or portion of the Warrant proposed to be Transferred, the identity of the proposed transferee, the

Section 6.4 — Conditions to Transfer (a) As a condition to any Transfer of the Warrant or Warrant Units (whether to a Permitted Transferee or otherwise), the proposed transferee shall execute and deliver: (i) a written joinder agreement, in form and substance reasonably satisfactory to the Company, pursuant to which the transferee agrees to be bound by all of the terms and conditions of this Agreement as if such tran

ARTICLE VII — REGISTRATION RIGHTS

Section 7.1 — Piggyback Registration Rights (a) If the Company proposes at any time after the date hereof to register any of its Equity Securities under the Securities Act (whether for the Company's own account or for the account of any other holder of Equity Securities), on a form that would permit the inclusion of the Warrant Units (or membership units issuable upon exercise of the Warrant), the Company shall give

Section 7.2 — Registration Expenses The Company shall bear all expenses incurred in connection with any registration in which the Holder participates pursuant to Section 7.1, including without limitation all registration and filing fees, fees and expenses of compliance with federal and state securities laws, printing expenses, fees and disbursements of the Company's counsel and accountants, and fees and expenses of a

Section 7.3 — Indemnification (a) Indemnification by the Company. The Company shall indemnify and hold harmless the Holder, its Affiliates, and each of their respective officers, directors, managers, members, partners, employees, agents, and controlling persons (within the meaning of the Securities Act) from and against any and all losses, claims, damages, liabilities, and expenses (including reasonable attorneys' fe

Section 7.4 — Cooperation (a) The Company shall use commercially reasonable efforts to maintain the effectiveness of any registration statement in which the Holder's Registrable Securities are included for a period of not less than one hundred eighty (180) days following the effective date thereof (or such shorter period as is necessary for the Holder to sell all of its Registrable Securities included in such registr