Extract to table

Adler and Francesca DiNardo, each of whom is authorized to execute documents on behalf of the General Partner and, through the General Partner, on behalf of Guarantor; WHEREAS, as a material condition and inducement to Seller's willingness to enter into the Purchase Agreement with Buyer, and in consideration of the substantial benefits that will accrue to Guarantor as a result of the transactions contemplated by the Purchase Agreement, Guarantor has agreed to provide this Limited Guarantee to guarantee certain limited obligations of Buyer under the Purchase Agreement, on the terms and subject to the conditions and limitations set forth herein; WHEREAS, Guarantor has also delivered to Buyer an Equity Commitment Letter dated April 22, 2025 (the "Equity Commitment Letter"), pursuant to which Guarantor has committed to contribute Fifty Million Dollars ($50,000,000) in equity capital to Buyer (or to one or more of its direct or indirect parent entities) in connection with the consummation of the transactions contemplated by the Purchase Agreement, which equity contribution, together with the proceeds of the debt financing described below, is intended to fund the Purchase Price and related transaction costs; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement

Notwithstanding anything to the contrary contained in this Limited Guarantee, the Purchase Agreement, or any other agreement, document, or instrument, the aggregate liability of Guarantor under this Limited Guarantee shall not exceed Nine Million Dollars ($9,000,000) (the "Cap")

For the avoidance of doubt, the aggregate of all amounts recovered from Guarantor under this Limited Guarantee, regardless of the number of claims or causes of action asserted, shall in no event exceed the Cap

This Limited Guarantee shall not be discharged by the payment from time to time of any portion of the Guaranteed Obligations if any balance of the Guaranteed Obligations remains outstanding, and shall continue in full force and effect with respect to such remaining balance of the Guaranteed Obligations, subject in all cases to the Cap

2 shall be effective, and any purported assignment or transfer in violation of this Section 4

2 shall be null, void, and of no force or effect