Extract to table

from the Selling Stockholders for an aggregate purchase price of One Billion Two Hundred Million Dollars ($1,200,000,000) in cash (the "Purchase Price"), subject to adjustment as provided therein, upon the terms and conditions set forth in the SPA (the "Acquisition"); WHEREAS, pursuant to the terms and conditions of the SPA, at the Closing (as defined in the SPA), Ninety-Six Million Dollars ($96,000,000) (representing eight percent (8%) of the Purchase Price) shall be deposited into an escrow account (the "Escrow Fund") with Marlowe Asset Management Trust Company, N

06 of the SPA, the delivery of instructions to the Escrow Agent regarding the release, retention, or distribution of the Escrow Fund, the management of any tax-related matters pertaining to pre-closing periods, and other post-closing matters as more particularly described herein; WHEREAS, the Selling Stockholders holding a majority in interest of the outstanding capital stock of the Company (measured as of immediately prior to the Closing) desire to appoint Ridgeline Equity Partners, LP, acting through its Managing Partner, Franklin Osei, as the Stockholder Representative, and the Stockholder Representative is willing to accept such appointment and to serve in such capacity, on the terms and conditions set forth in this Agreement; and WHEREAS, this Agreement and the transactions contemplated hereby shall be governed by and construed in accordance with the laws of the State of Delaware, consistent with the governing law provisions of the SPA

Capitalized terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the SPA

ranging from Seventy-Three Million Five Hundred Thousand Dollars ($73,500,000) to Eighty-Three Million Five Hundred Thousand Dollars ($83,500,000)), such that no adjustment to the Purchase Price shall be made unless the final net working capital as determined pursuant to Section 2

The power of attorney granted herein shall not be affected by the subsequent disability, incapacity, death, dissolution, liquidation, or bankruptcy of any Selling Stockholder

The Stockholder Representative hereby accepts the appointment as Stockholder Representative and agrees to act as the Stockholder Representative in accordance with the terms and conditions of this Agreement