FR EA

Extract to table

Pull the structured facts out of a document: parties, dates, amounts, obligations.

Extract to table / stockholder-representative-agreement-execution.docx
stockholder-representative-agreement-execution.docx · 1003-00003

Parties

PRIVATE EQUITY FUND IV LP
Harrowgate Velocity Merger Sub Inc
Delaware General Corp
Ridgeline Ventures Fund III LP
Apex Growth Partners II LP
Broadleaf Capital Partners LP
Keystone Pacific Transfer Services Inc
Surviving Corp

Dates

March 18, 2025
January 22, 2027
July 22, 2025

Amounts

$1,900,000,000
$20.00
$133,000,000
$66,500,000
$500,000
$228,000,000
$5,000,000
$15,000,000
$1,000,000

Obligations

Additional Stockholders will become bound by this Agreement through the execution and delivery of the Form of Joinder Agreement attached hereto as Exhibit A, or by operation of the terms of the Merger Agreement and the Letter of Transmittal to be submitted to the Paying Agent (as defined herein) in connection with the exchange of shares for merger consideration; and WHEREAS, capitalized terms used and not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement
The designated contact person for the Escrow Agent shall be Valerie Drummond, Vice President, Corporate Trust, or such other person as the Escrow Agent may designate in writing from time to time
The designated contact person for the Paying Agent shall be Linda Matsumoto, Vice President, Corporate Actions, or such other person as the Paying Agent may designate in writing from time to time
"Survival Period" means the period commencing on the Closing Date and expiring on the date that is eighteen (18) months following the Closing Date (anticipated to be January 22, 2027), during which the representations and warranties of the Company set forth in the Merger Agreement shall survive for purposes of indemnification claims by Parent, subject to such exceptions and extensions as may be set forth in the Merger Agreement
2 Construction and Interpretation Unless the context otherwise requires, for purposes of this Agreement: (a) The words "hereof," "herein," "hereunder," and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement
(b) The terms defined in the singular shall have a comparable meaning when used in the plural, and vice versa