Extract to table

NSI-POLI-2025-04418) issued by Northbridge Specialty Insurance Company (the "R&W Insurance Policy"), brokered by Velthorn Risk Advisors LLC, with a policy limit of $62,000,000 and a retention of $6,200,000, which policy is intended to provide the Purchaser with an additional source of recovery for certain losses arising from breaches of representations and warranties contained herein; and WHEREAS, the parties desire to set forth herein the terms and conditions upon which the purchase and sale of the Shares shall be consummated

For purposes of this Agreement, neither the Company nor any of its subsidiaries shall be deemed to be Affiliates of the Selling Stockholders from and after the Closing

as lender and administrative agent, in the aggregate principal amount of approximately $41,300,000 as of the date hereof, together with all accrued and unpaid interest, fees, prepayment premiums (if any), and other amounts due and payable thereunder, which Indebtedness shall be repaid in full at the Closing

"Seller Transaction Expenses" means all fees, costs, and expenses incurred by or on behalf of the Selling Stockholders and the Company in connection with the negotiation, preparation, execution, delivery, and performance of this Agreement and the consummation of the transactions contemplated hereby, including (a) the advisory fees payable to Pemberton Marsh Securities LLC, (b) legal fees and expenses payable to Whitaker, Poole & Simms LLP, (c) accounting fees payable to Prumvane & Reese LLP, (d) the premium for the D&O Tail Policy, and (e) all other fees, costs, and expenses of the Company and the Selling Stockholders incurred in connection with the transactions, in each case to the extent not paid prior to the Closing Date; provided, that the aggregate amount of Seller Transaction Expenses shall not exceed the Seller Transaction Expense Cap

2 — Interpretation In this Agreement, unless the context otherwise requires: (a) The headings and captions contained in this Agreement are for convenience of reference only, shall not be deemed to be a part of this Agreement, and shall not be referred to in connection with the construction or interpretation of this Agreement

(b) Whenever the words "include," "includes," or "including" are used in this Agreement, they shall be deemed to be followed by the words "without limitation