Extract to table

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Extract to table / rofr-co-sale-agreement.docx

rofr-co-sale-agreement.docx · 1004-00001

Parties

Equity Inc

AS THE SA

OFFERED FOR SA

FORM AND SUBSTANCE REASONABLY SA

Halcyon Partners LLC

Ames LLP

Harkness LLP

Dates

February 9, 2026

Amounts

$0.0001

$2.6786

$84,000,000

$2,941,499.43

Obligations

NOW, THEREFORE, in consideration of the mutual covenants, agreements, representations, and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: SECTION 1: DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below: 1

2 shall thereafter be treated as a Key Holder for all purposes of this Agreement

For the avoidance of doubt, once a stock option is exercised and shares of Common Stock are issued to a Key Holder in connection therewith, such shares shall thereafter constitute Key Holder Shares

Notwithstanding the foregoing, "Proposed Transfer" shall not include any transfer described in Section 4

The Transfer Notice shall set forth in reasonable detail the following: (a) the number of Key Holder Shares proposed to be transferred by the Selling Key Holder (the "Offered Shares"); (b) the proposed per-share purchase price for the Offered Shares (the "Offered Price"); (c) the identity of the Prospective Transferee, including the name, address, and principal business of such Prospective Transferee and, if the Prospective Transferee is an entity, the identity of the controlling persons thereof; (d) the other material terms and conditions of the Proposed Transfer, including, without limitation, any representations, warranties, indemnification obligations, escrow arrangements, or other agreements to be entered into in connection with the Proposed Transfer; and (e) the proposed closing date of the Proposed Transfer, which shall be no earlier than thirty (30) days after the date of delivery of the Transfer Notice

If the consideration proposed to be received by the Selling Key Holder in connection with the Proposed Transfer consists, in whole or in part, of consideration other than cash (including securities, property, or any other form of non-cash consideration), then the Transfer Notice shall include a good faith determination by the Selling Key Holder of the fair market value of such non-cash consideration, stated in United States dollars