Extract to table

75%) of the aggregate merger consideration (approximately Fifty-One Million Dollars ($51,000,000)), with a de minimis individual claim threshold of Five Hundred Thousand Dollars ($500,000), below which individual claims shall not count toward satisfaction of the basket; WHEREAS, the Merger Agreement and the Escrow Agreement (as defined below) provide that the escrow fund shall be subject to release as follows: (a) fifty percent (50%) of the escrow fund (approximately Two Hundred Seventy-Two Million Dollars ($272,000,000)) shall be released on the date that is twelve (12) months after the closing date of the Merger (expected to be July 9, 2025), less the amount of any then-pending and unresolved indemnification claims, and (b) the remainder of the escrow fund shall be released on the date that is eighteen (18) months after the closing date of the Merger (expected to be January 9, 2026), which date also constitutes the expiration of the survival period for representations and warranties under the Merger Agreement, less the amount of any then-pending and unresolved indemnification claims; WHEREAS, Douglas Pemberton, who serves as the Independent Board Chair of the Company, has agreed to serve as the Stockholder Representative pursuant to the terms and conditions of this Agreement and the Merger Agreement, and the Stockholders will be deemed to have irrevocably approved such appointment by virtue of their approval of the Merger and the Merger Agreement; WHEREAS, the Escrow Agreement, dated as of January 22, 2024 (effective as of the closing of the Merger), among Parent, the Escrow Agent, and the Stockholder Representative (the "Escrow Agreement") contemplates the Stockholder Representative's authority and obligations in connection with the administration of the escrow fund deposited pursuant to the Merger Agreement; and WHEREAS, capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to them in the Merger Agreement

(b) The appointment of the Stockholder Representative shall become effective as of the effective time of the Merger (11:59 p

Eastern Time on July 9, 2024, the "Effective Time") and shall remain in effect until the termination of this Agreement in accordance with Article X hereof

(d) The appointment of the Stockholder Representative and the authority granted to the Stockholder Representative hereunder shall not be affected by the death, incapacity, dissolution, liquidation, or bankruptcy of any individual Stockholder, nor shall any such event terminate this Agreement or any authority hereunder, except as expressly provided in Section 7

92) per share of the Company's common stock (or such other amount as may be adjusted pursuant to the terms of the Merger Agreement), shall be irrevocably bound by this Agreement as if such Stockholder were a signatory hereto

No Buyer Indemnified Party shall be required to provide any notice of claim to any individual Stockholder, and any notice delivered to the Stockholder Representative shall constitute effective notice to all Stockholders