Health Catalyst, Inc.

EX-99.1 · exhibit991-projectnewdawnp.htm

EX-99.1
 3
 exhibit991-projectnewdawnp.htm
 EX-99.1

 Exhibit 99.1

 Health Catalyst to Divest Vitalware for $147 Million, Accelerating Strategic Transformation

 Transaction reflects a sharper focus on AI and core technology; net proceeds expected to strengthen balance sheet and provide financial flexibility

 SALT LAKE CITY, Utah — June 4th, 2026 — Health Catalyst, Inc. (“Health Catalyst” or the “Company,” Nasdaq: HCAT) today announced it has signed a definitive agreement to divest Vitalware, LLC and the Vitalware business unit, its mid-revenue cycle business, to Med-Metrix for a total consideration of $147 million in cash. This divestiture sharpens Health Catalyst's focus on driving measurable improvement for health systems across cost, clinical, and consumer performance, and the Company expects it to accelerate the broader transformation underway.
 “This is a big step forward for Health Catalyst. We are concentrating our business around the areas where we have the deepest conviction, and we plan to put the capital structure in place to back our long-term strategy. Vitalware is a great business, and we are pleased to have found a partner in Med-Metrix who is well positioned to carry it forward, which we believe puts both companies in a strong position for what comes next."
 — Ben Albert, CEO, Health Catalyst
 Health Catalyst expects the transaction to strengthen its balance sheet and provide increased financial flexibility to prioritize the core technology and AI investments that underpin its ability to drive measurable improvement for health systems across cost, clinical, and consumer performance. At its core, the Company’s strategy is built on 18 years of proprietary healthcare improvement data and $2.8 billion in measured outcomes, a foundation that grows more complete with every outcome measured and that serves as the foundation for an AI roadmap that will enable health systems to turn their own results into specific, prioritized action.
 The Company plans to use net proceeds from the divestiture upon closing, combined with cash on hand, to fully repay and terminate its existing senior secured term loan facility of approximately $160 million of outstanding principal as of March 31, 2026, plus additional amounts in interest, prepayment premiums and costs.
 Med-Metrix, a technology-enabled revenue cycle management company serving provider organizations across the country, will acquire Vitalware. Med-Metrix's resources and focus in revenue cycle management position it to invest in the business more deeply. A best-in-KLAS leader with approximately $37 million in fiscal year 2025 revenue, Vitalware provides software for the financial operations of a health system, a category distinct from the clinical and operational improvement work at the core of Health Catalyst's strategy.
 The transaction is expected to close in 2026 subject to the satisfaction of certain specified closing conditions, including the expiration or termination of regulatory waiting periods. Additional details regarding the divestiture are included in Health Catalyst’s Form 8-K filed with the Securities and Exchange Commission (“SEC”) on June 4, 2026.

 About Vitalware
 Vitalware by Health Catalyst is a suite of mid-revenue solutions that help hospitals and health systems improve coding compliance, chargemaster management, charge capture, and price transparency across the mid-revenue cycle. It combines healthcare-specific data models, applied AI, and expert support to deliver measurable financial and operational results.
 About Health Catalyst
 Health Catalyst, Inc. (Nasdaq: HCAT) is a healthcare intelligence company that accelerates measurable improvement for health systems across cost, clinical, and consumer performance. Backed by deep domain expertise, proprietary AI-driven technology, and $2.8 billion in documented outcomes, Health Catalyst helps health systems move from data to confident, measurable action.

 Advisors
 Raymond James served as the exclusive financial advisor, and Latham & Watkins LLP served as outside legal counsel for Health Catalyst.
 Forward-Looking Statements
 This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, as amended. These forward-looking statements include statements regarding Health Catalyst’s ability to close on the terms contemplated and the timing of the closing of the divestiture of Vitalware, the expected benefits from the divestiture of Vitalware (including increased financial flexibility), the planned use of proceeds from the divestiture, including the planned repayment and termination of its existing senior secured term loan facility, and Health Catalyst’s ability to execute on its strategic transformation, strategic priorities, long-term strategy, and growth. Forward-looking statements are subject to risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results may differ materially from the results predicted, and reported results should not be considered as an indication of future performance.

 Important risks and uncertainties that could cause actual results to differ materially from Health Catalyst’s expectations, plans and prospects, including the benefits that will be derived from this transaction, include without limitation, conditions to closing the divestiture not being satisfied, the failure to obtain regulatory approval with respect to the transaction, Health Catalyst not receiving the expected benefits from the divestiture, and the risk of adverse and unpredictable macro-economic conditions. For a detailed discussion of the risk factors that could affect Health Catalyst’s actual results, please refer to the risk factors identified in Health Catalyst’s SEC reports, including, but not limited to, the Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026, filed with the SEC on May 11, 2026 and the Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 12, 2026 and further amended on April 30, 2026. All information provided in this release is as of the date hereof, and Health Catalyst undertakes no duty to update or revise this information unless required by law.

 Health Catalyst Investor Relations Contact:
 Stephanie St. Clair
 Finance and Investor Relations, SVP
 +1 (855)-309-6800
 ir@healthcatalyst.com

 Health Catalyst Media Contact:
 SVM PR & Marketing
 Healthcatalyst@SVMPR.com

EX-2.1 · exhibit21-newdawnxunitpurc.htm

EX-2.1
 2
 exhibit21-newdawnxunitpurc.htm
 EX-2.1

 Exhibit 2.1

 Confidential
 UNIT PURCHASE AGREEMENT
 dated as of
 June 4, 2026
 between
 HEALTH CATALYST, INC.
 and
 MED-METRIX, LLC

 SPECIFIC TERMS IN THIS AGREEMENT HAVE BEEN REDACTED BECAUSE SUCH TERMS ARE BOTH NOT MATERIAL AND ARE OF A TYPE THAT HEALTH CATALYST, INC. TREATS AS CONFIDENTIAL. THESE REDACTED TERMS HAVE BEEN MARKED IN THIS EXHIBIT AT THE APPROPRIATE PLACE WITH THREE ASTERISKS [***].

 TABLE OF CONTENTS
 Page

 Article 1    DEFINITIONS
 1

 Section 1.01    Definitions
 1

 Section 1.02    Other Definitional and Interpretative Provisions
 16

 Article 2    PURCHASE AND SALE
 18

 Section 2.01    Purchase and Sale of the Interests
 18

 Section 2.02    Limitation on Assignment
 18

 Section 2.03    Purchase Price
 19

 Section 2.04    Estimated Purchase Price
 19

 Section 2.05    Closing
 19

 Section 2.06    Final Purchase Price Calculation
 21

 Section 2.07    Adjustment of Purchase Price
 23

 Section 2.08    Payments
 23

 Section 2.09    Withholding
 23

 Article 3    REPRESENTATIONS AND WARRANTIES OF SELLER REGARDING SELLER AND THE PURCHASED SUBSIDIARY
 24

 Section 3.01    Corporate Existence and Power
 24

 Section 3.02    Corporate Authorization
 24

 Section 3.03    Governmental Authorization
 24

 Section 3.04    Noncontravention
 25

 Section 3.05    Purchased Subsidiary
 25

 Section 3.06    Financial Statements; Undisclosed Liabilities
 26

 Section 3.07    Absence of Certain Changes
 27

 Section 3.08    Material Contracts
 28

 Section 3.09    Litigation
 31

 Section 3.10    Compliance with Laws
 31

 Section 3.11    Properties; Liens
 31

 Section 3.12    Intellectual Property
 32

 Section 3.13    Data Privacy
 34

 Section 3.14    Permits
 36

 Section 3.15    Finders’ Fees
 36

 Section 3.16    Employee Benefit Plans and Labor Matters.
 36

 Section 3.17    Taxes
 38

 Section 3.18    Environmental Compliance
 39

 Section 3.19    Customers; Suppliers
 40

 Section 3.20    Insurance
 40

 Section 3.21    International Trade Matters
 41

 Section 3.22    Anti-Corruption Matters
 42

 Section 3.23    Healthcare Matters
 42

 Section 3.24    Sufficiency
 43

 i

 Section 3.25    Intercompany Agreements
 44

 Section 3.26    Bank Accounts, Signing Authority, Powers of Attorney
 44

 Section 3.27    Accounts Receivable; Accounts Payable
 44

 Section 3.28    No Other Representations and Warranties
 44

 Article 4    REPRESENTATIONS AND WARRANTIES OF BUYER
 45

 Section 4.01    Corporate Existence and Power
 45

 Section 4.02    Corporate Authorization
 45

 Section 4.03    Governmental Authorization
 45

 Section 4.04    Noncontravention
 46

 Section 4.05    Financing
 46

 Section 4.06    Litigation
 46

 Section 4.07    Finders’ Fees
 46

 Section 4.08    Inspections; No Other Representations
 47

 Section 4.09    Purchase for Investment
 47

 Section 4.10    Absence of Competing Interests.
 47

 Section 4.11    No Other Representations and Warranties
 47

 Article 5    COVENANTS OF SELLER
 47

 Section 5.01    Conduct of the Business
 47

 Section 5.02    Confidentiality
 50

 Section 5.03    Termination of Intercompany Arrangements
 51

 Section 5.04    Name
 51

 Section 5.05    Pre-Closing Reorganization
 51

 Article 6    COVENANTS OF BUYER
 52

 Section 6.01    Confidentiality
 52

 Section 6.02    Seller Marks
 52

 Article 7    COVENANTS OF BUYER AND SELLER
 52

 Section 7.01    Reasonable Best Efforts; Further Assurance
 52

 Section 7.02    Regulatory Matters
 53

 Section 7.03    Certain Filings
 56

 Section 7.04    Public Announcements
 56

 Section 7.05    Notices of Certain Events
 56

 Section 7.06    Insurance
 57

 Section 7.07    Restrictive Covenants
 57

 Section 7.08    Waiver of Conflicts Regarding Representation; Nonassertion of Attorney-Client Privilege
 60

 Section 7.09    Access to Information; Cooperation
 60

 Section 7.10    Business Marks
 62

 Section 7.11    R&W Insurance Policy
 62

 Section 7.12    Misallocated Assets
 63

 Article 8    TAX MATTERS
 64

 Section 8.01    Preparation of Tax Returns
 64

 Section 8.02    Cooperation on Tax Matters
 64

 Section 8.03    Buyer Covenants
 64

 ii

 Section 8.04    Tax Treatment; Purchase Price Allocation
 65

 Article 9    EMPLOYEE MATTERS
 65

 Section 9.01    Transferred Employees
 65

 Section 9.02    Maintenance of Compensation and Benefits
 66

 Section 9.03    Defined Contribution Plans
 66

 Section 9.04    Service Credit
 66

 Section 9.05    Immigration Filings
 66

 Section 9.06    Welfare Plans
 67

 Section 9.07    Pre-Existing Conditions and Co-Payments
 67

 Section 9.08    Flexible Spending Accounts
 67

 Section 9.09    WARN Act
 68

 Section 9.10    Workers Compensation
 68

 Section 9.11    No Third Party Beneficiaries
 68

 Section 9.12    Pre-Closing Employee Liabilities
 68

 Article 10    CONDITIONS TO CLOSING
 69

 Section 10.01    Conditions to Obligations of Buyer and Seller
 69

 Section 10.02    Conditions to Obligation of Buyer
 69

 Section 10.03    Conditions to Obligation of Seller
 69

 Article 11    TERMINATION
 70

 Section 11.01    Grounds for Termination
 70

 Section 11.02    Effect of Termination
 71

 Article 12    SURVIVAL; INDEMNIFICATION
 71

 Section 12.01    Survival
 71

 Section 12.02    Indemnification by Seller
 71

 Section 12.03    Indemnification by Buyer
 72

 Section 12.04    Indemnification Procedures
 73

 Section 12.05    Certain Limitations
 74

 Section 12.06    Payment and Source of Recovery; Indemnification Escrow Fund; R&W Insurance Policy.
 75

 Section 12.07    Tax Treatment of Indemnification Payments
 75

 Section 12.08    Waiver of Contribution
 75

 Article 13    MISCELLANEOUS
 75

 Section 13.01    Notices
 75

 Section 13.02    Amendments and Waivers
 76

 Section 13.03    Expenses
 77

 Section 13.04    Successors and Assigns
 77

 Section 13.05    Governing Law
 77

 Section 13.06    Jurisdiction
 77

 Section 13.07    Counterparts; Effectiveness; No Third Party Beneficiaries
 78

 Section 13.08    Exclusive Remedy
 78

 Section 13.09    Specific Performance
 78

 Section 13.10    Entire Agreement
 79

 Section 13.11    Severability
 79

 iii

 Section 13.12    Disclosure Schedule
 79

 Section 13.13    Release
 79

 Section 13.14    No Recourse
 80

 iv

 Schedules and Exhibits
 Disclosure Schedule
 Schedule I    Illustrative Net Working Capital Schedule
 Schedule II    Allocation Methodology
 Schedule III     New Working Capital Accounting Principles
 Schedule IV    Offers of Employment
 Exhibit A    Form of Transition Services Agreement
 Exhibit B    Form of IP Assignment Agreement
 Exhibit C    Asset Transfer Agreement
 Exhibit D    Escrow Agreement

 v

 UNIT PURCHASE AGREEMENT
 THIS UNIT PURCHASE AGREEMENT (together with the annexes, schedules, appendices and exhibits hereto and as this Agreement and any of the foregoing may be amended from time to time in accordance with its terms, this “ Agreement ”) is dated as of June 3, 2026, and has been executed by and among Health Catalyst, Inc., a Delaware corporation (“ Seller ”), and Med-Metrix, LLC, a Delaware limited liability company (“ Buyer ”).
 WITNESSETH :
 WHEREAS, Seller, together with its Subsidiaries, including Vitalware, LLC, a Delaware limited liability company (the “ Purchased Subsidiary ”), owns and operates the Business (as defined below);
 WHEREAS, the Additional Assets (as defined below) are currently owned by Seller;
 WHEREAS, Seller owns all of the issued and outstanding Equity Interests of the Purchased Subsidiary (the “ Interests ”);
 WHEREAS, after the date hereof, and in contemplation of and prior to Closing, Seller will effectuate, or cause to be effectuated, the Pre-Closing Reorganization (as defined below) to transfer the Additional Assets, among other things, to the Purchased Subsidiary, all in accordance with the terms of the IP Assignment Agreement substantially in the form attached hereto as Exhibit B (the “ IP Assignment Agreement ”), and the Asset Transfer Agreement substantially in the form attached hereto as Exhibit C (the “ Asset Transfer Agreement ”); and
 WHEREAS, Buyer desires to purchase the Interests from Seller, and Seller desires to sell the Interests to Buyer, upon the terms and subject to the conditions hereinafter set forth.
 ACCORDINGLY, in consideration of the foregoing and the representations, warranties, covenants and agreements contained herein (the receipt and sufficiency of which is hereby acknowledged and agreed), the parties hereto agree as follows:
 Article 1 DEFINITIONS
 Section 1.01 Definitions .
 (a) As used herein, the following terms have the following meanings:
 “ Accounts Payable ” means all trade accounts payable and other Liabilities of the Purchased Subsidiary and/or the Business for goods purchased or services rendered in the ordinary course of business, including accrued expenses, whether billed or unbilled, accrued or unaccrued, fixed or contingent, and whether or not reflected on the balance sheet, in each case existing as of the date of determination.

 “ Accounts Receivable ” means all accounts receivable, notes receivable, and other rights to payment of the Purchased Subsidiary and/or the Business arising from the sale of goods or the rendering of services in the ordinary course of business (including any related accrued interest, late charges, or other charges), whether billed or unbilled, accrued or unaccrued, earned or unearned, and whether or not reflected on the balance sheet, in each case existing as of the date of determination.
 “ Action ” means any complaint, claim, charge, cause of action, arbitration, mediation, litigation, action, hearing, suit, audit, investigation or proceeding (whether civil, criminal, arbitral or otherwise, whether in law or in equity), in each case by or before any arbitrator or Governmental Authority.
 “ Additional Assets ” means (i) the assets listed in Section 1.01(a) (i)(i) of the Disclosure Schedule hereto that are primarily used or held for use by the Business (excluding Shared Contracts) and (ii) Shared Contracts listed in Section 1.01(a)(i)(ii) that are exclusively used or held for use by the Business, in each case, that will be transferred to the Purchased Subsidiary by Seller as part of the Pre-Closing Reorganization pursuant to the Asset Transfer Agreement and the IP Assignment Agreement.
 “ Affiliate ” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such other Person. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by Contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings. For the avoidance of doubt, as used in this Agreement, the term “Affiliate” shall, (i) with respect to Buyer for all periods following the Closing, include the Purchased Subsidiary and any Person it creates to consummate the transactions contemplated by this Agreement and (ii) with respect to Seller for all periods until the Closing, include the Purchased Subsidiary.
 “ Antitrust Remedy Action ” means any action, commitment, undertaking, or agreement required, requested, or imposed by any Governmental Authority in connection with obtaining any HSR Approval, including (a) any sale, divestiture, disposition, or transfer of any assets, properties, business units, product lines, or equity interests of Buyer, any of its Affiliates, or (following the Closing) the Purchased Subsidiary; (b) any hold separate arrangement, trust, or similar interim operational restriction; (c) any prohibition or limitation on the integration of the Purchased Subsidiary’s operations, systems, or personnel with those of Buyer or its Affiliates; (d) any termination or modification of any Contract, joint venture, partnership, or other business relationship; or (e) any commitment to take or refrain from taking any action with respect to the foregoing, in each case whether as a condition to, or in connection with, the grant of any HSR Approval or the resolution of any threatened or pending Action by any Governmental Authority relating to the HSR Act.
 “ Antitrust Remedy Losses ” means the aggregate annual loss of revenue to Buyer and its Affiliates (including, following the Closing, the Purchased Subsidiary) as measured based on revenue for the fiscal year ended December 31, 2025, reasonably expected to result from any Antitrust Remedy Action.
 2

 “ Applicable Law ” means, with respect to any Person, any federal, state, foreign, local, municipal or other law, statute, constitution, legislation, principle of common law, resolution, ordinance, code, edict, decree, rule, directive, license, Permit, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the authority of any Governmental Authority and any Orders applicable to such Person or such Person’s Affiliates or to any of its assets, properties or businesses, and including all Healthcare Laws and Privacy Laws applicable to any Person, or such Person’s Affiliates or to any of its assets, properties or businesses.
 “ Asset Transfer Agreement ” has the meaning set forth in the Recitals.
 “ Assigned Intellectual Property Rights ” means all Intellectual Property Rights owned by Seller or any of its Affiliates, excluding the Purchased Subsidiary, and included in the Additional Assets.
 “ Balance Sheet Date ” means March 31, 2026.
 “ Balance Sheets ” has the meaning set forth in Section 3.06(a).
 “ Benefit Plan ” means any (i) “employee benefit plan” as defined in Section 3(3) of ERISA (whether or not subject to ERISA), (ii) compensation, employment, consulting, severance, termination protection, change in control, transaction bonus, retention or similar plan, agreement, arrangement, program or policy or (iii) other plan, agreement, arrangement, program or policy providing for compensation, bonuses, profit-sharing, equity or equity-based compensation or other forms of incentive or deferred compensation, vacation benefits, insurance (including any self-insured arrangement), medical, dental, vision, prescription or fringe benefits, life insurance, relocation or expatriate benefits, perquisites, disability or sick leave benefits, employee assistance program, supplemental unemployment benefits or post-employment or retirement benefits (including compensation, pension, health, medical or insurance benefits).
 “ Business ” means Seller’s and the Purchased Subsidiary’s revenue integrity solutions business consisting of Seller’s and the Purchased Subsidiary’s charge capture (VitalIntegrity), chargemaster management (VitalCDM), pricing transparency compliance (Hospital Price Index), and regulatory content and coding (VitalKnowledge) products and services for the healthcare industry as conducted by Seller and the Purchased Subsidiary.
 “ Business Benefit Plan ” means each Benefit Plan that is contributed to, sponsored, maintained or entered into by Seller, a Retained Subsidiary, the Purchased Subsidiary or any direct or indirect Subsidiary of any of them (i) for the benefit of any Business Employee or any beneficiary, or dependent of any Business Employee, (ii) an individual who is a former employees of the Business or (iii) with respect to which the Purchased Subsidiary has any Liability (in each case, other than any plan, program or arrangement sponsored by a Governmental Authority).
 “ Business Independent Contractors ” means those independent contractors as listed on Section 1.01(a) (ii) of the Disclosure Schedule under the heading “Business Independent Contractors” who are primarily dedicated to the provision of continuous, ongoing customer support or operational services integral to the day-to-day conduct of the Business, and excludes any independent contractors retained for advisory, consulting, professional, or project-based services or for services that are intermittent or non-recurring.
 “ Business Day ” means any day, other than a Saturday or Sunday or other day on which commercial banks in Salt Lake City, Utah or New York, New York are authorized or required by Applicable Law to close.
 3

 “ Business Employee ” means any individual who is (i) a Purchased Subsidiary Business Employee as listed on Section 1.01(a)(ii) of the Disclosure Schedule under the heading “Purchased Subsidiary Business Employee”, or (ii) Employed by Seller or a Retained Subsidiary immediately prior to the Effective Time and devotes a majority of his or her working time to performing services on behalf of the Business or the Purchased Subsidiary as listed on Section 1.01(a)(ii) of the Disclosure Schedule, under the heading “Business Employees”; provided , that the individuals listed on Section 1.01(a)(ii) of the Disclosure Schedule under the heading “Excluded Employees” are not Business Employees. Section 1.01(a)(ii) of the Disclosure Schedule (the “ Employee List ”) may be modified from time to time prior to Closing, subject to mutual consent, not to be unreasonably withheld, delayed or conditioned (other than with respect to any terminations, which shall not require consent); however a version of Section 1.01(a)(ii) of the Disclosure Schedule that reflects information that is current as of ten (10) or fewer Business Days prior to the Closing Date shall be provided to Buyer not later than three (3) Business Days before the Closing, and each Business Employee shall be identified by name or employee identification number, work address, title, date of hire, employing entity, part-or full-time status, salary or hourly rate (current and during the last two years), whether classified as exempt or non-exempt, commissions or bonus eligibility, whether active or on leave, whether the position is covered by a collective bargaining agreement and if the employee is on a visa (and, if applicable, the visa category or type). Notwithstanding the foregoing, Seller may anonymize or aggregate the data in the Employee List to the extent Seller reasonably determines is necessary to comply with any Applicable Laws relating to data privacy or cybersecurity and/or Seller or the Purchased Subsidiary’s internal employee data privacy policies.
 “ Business Intellectual Property Rights ” means all (i) Owned Intellectual Property and (ii) Assigned Intellectual Property Rights.
 “ Business Marks ” means any and all Trademarks (a) included in the Business Intellectual Property Rights or (b) derived from, confusingly similar to or including any of the foregoing.
 “ Cash ” means, with respect to the Purchased Subsidiary as of any time, the cash and cash equivalents (including marketable securities, short-term investments, money markets, demand deposits or similar accounts and deposits in transit, calculated in accordance with the Net Working Capital Accounting Principles) held by the Purchased Subsidiary at such time, provided , that Cash shall be calculated net of issued but uncleared checks and drafts written or issued and wires issued by the Purchased Subsidiary. Cash may be a positive or negative number, less Restricted Cash.
 “ Closing Cash ” means the aggregate amount of Cash of the Purchased Subsidiary as of the Effective Time; provided , that, for the avoidance of doubt “Closing Cash” shall be calculated after giving effect to the settlement of all intercompany accounts pursuant to Section 5.03(c) .
 “ Closing Indebtedness ” means the aggregate amount of Indebtedness as of the Effective Time; provided , that, for the avoidance of doubt, Closing Indebtedness shall be calculated after giving effect to the settlement of all intercompany accounts pursuant to Section 5.03(c) .
 “ Closing Net Working Capital ” means Net Working Capital as of the Effective Time; provided , that, for the avoidance of doubt, Closing Net Working Capital shall be calculated after giving effect to the settlement of all intercompany accounts pursuant to Section 5.03(c) .
 “ Closing Net Working Capital Adjustment Amount ” means an amount, which may be positive, negative or zero, equal to Closing Net Working Capital minus the Target Net Working Capital.
 4

 “ Closing Transaction Expenses ” means, without duplication, all fees and expenses incurred by or to be paid by, the Purchased Subsidiary incurred at or prior to the Closing in connection with the preparation, execution and consummation of the transactions contemplated by this Agreement and the other Transaction Documents, to the extent not paid prior to the Closing, regardless if due on or before Closing, including, but not limited to, (a) all brokerage commissions fees and disbursements, (b) all third-party costs, fees, expenses and disbursements of attorneys, accountants and other advisors and service providers, (c) any sale bonuses, retention payments or any other change-of-control, severance payments or similar obligations paid to any Person as a result of this Agreement or the consummation of the transactions contemplated hereby (except any Transferred Employee Bonuses), (d) any payroll, social security, unemployment or other Taxes or other amounts required to be paid by the Purchased Subsidiary in connection with any payments made or benefits provided under clause (c) , (e) all the Taxes, fees and expenses associated with the consummation of the Pre-Closing Reorganizations, and (f) fifty percent (50%) of the premium, taxes, surcharges, underwriting fees and broker commission of the R&W Insurance Policy. Notwithstanding the foregoing, Closing Transaction Expenses shall not include any such amounts to the extent they are taken into account in the calculation of Closing Net Working Capital or included in Closing Indebtedness.
 “ Code ” means the United States Internal Revenue Code of 1986, as amended.
 “ Combined Tax ” means any Tax with respect to which the Purchased Subsidiary has filed or will file a Tax Return with a member of any Seller Group on a combined, consolidated, unitary or similar basis.
 “ Competition Laws ” means individually and collectively, the HSR Act, the United States Sherman Act, as amended, the United States Clayton Act, as amended, the United States Federal Trade Commission Act, as amended, and any other applicable United States federal or state, or non-U.S. or local statutes, rules, regulations, orders, decrees, administrative and judicial doctrines, and other laws that are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization, lessening of competition or restraint of trade.
 “ Confidentiality Agreement ” means the Confidentiality Agreement, effective as of January 27, 2026, between Buyer and Seller.
 “ Contract ” means any legally binding executory contract, agreement, license, commitment, credit agreement, indenture, loan, mortgage, note, bond, lease or sublease, or other instrument, whether written or oral, including all amendments, supplements, exhibits and schedules thereto, other than a Permit.
 “ Damages ” means all damages, losses, Liabilities, judgments, awards, settlements, royalties, interest, penalties, fines, demands, Actions, Taxes, claims, costs and expenses of any kind (including costs and expenses of investigation, preparation advancement and defense, including reasonable attorneys’ fees and expenses).
 “ Data Processor ” means a Person or Governmental Authority that Processes Personal Information for or on behalf of Seller and its Subsidiaries, including the Purchased Subsidiary.
 “ Data Room ” means the Project New Dawn virtual data room maintained by Seller on Datasite for the transactions contemplated by this Agreement.
 “ Disclosure Schedule ” means the disclosure schedule delivered by Seller to Buyer concurrently with the execution and delivery of this Agreement.
 5

 “ Employed ” means, with respect to a Business Employee as of an applicable date of determination, that as of such date such Business Employee (i) is actively employed, (ii) is absent from work on account of paid time off, vacation, sick or personal leave, short- or long-term disability or approved leave of absence or (iii) for whom an obligation to recall, rehire or otherwise return to employment exists under a contractual obligation or Applicable Law.
 “ Employment Agreements ” means the employment agreements entered into between Buyer and each Key Employee concurrently with the execution and delivery of this Agreement or prior to Closing (if any), in each case to become effective as of, and contingent upon the occurrence of, the Closing.
 “ Environment ” means the indoor and outdoor environment and all media, including ambient air, surface water, groundwater, land surface or subsurface strata, and natural resources.
 “ Environmental Laws ” means any Applicable Law or other legal requirement pertaining to pollution, protection of health, safety or the Environment or exposure of Persons to Hazardous Substances, including the Clean Air Act, as amended, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, the Federal Water Pollution Control Act, as amended, the Resource Conservation and Recovery Act of 1976, as amended, the Safe Drinking Water Act, as amended, the Toxic Substances Control Act, as amended, the Oil Pollution Act of 1990, the Superfund Amendments and Reauthorization Act of 1986, as amended, the Hazardous Materials Transportation Act, as amended, the Emergency Planning and Community Right to Know Act, as amended, the Occupational Safety and Health Act, as amended, and any foreign, state or local Applicable Laws analogous to any of the foregoing, as amended, together with all judicial interpretations thereof.
 “ Equity Interests ” of any Person means any and all shares or units of equity, rights, options or warrants to purchase or acquire shares or units of equity or profits interests (whether or not currently exercisable), participations or other equivalents of or interests in (however designated, including units thereof) the equity (including common shares or units, preferred shares or units, limited liability company, partnership and joint venture interests) of such Person, and all securities exchangeable for or convertible or exercisable into, any of the foregoing.
 “ ERISA ” means the Employee Retirement Income Security Act of 1974, and the U.S. Treasury Regulations promulgated thereunder.
 “ Escrow Agreement ” means an Escrow Agreement to be entered into among Buyer, Seller and the Escrow Agent at the Closing in substantially the form attached hereto as Exhibit D .
 “ Estimated Purchase Price ” means, the Base Amount (as defined in Section 2.03 ), plus (a) Estimated Closing Cash, plus (b) the Estimated Net Working Capital Adjustment Amount, minus (c) Estimated Closing Indebtedness, and minus (d) the Estimated Closing Transaction Expenses.
 “ Estimated Net Working Capital Adjustment Amount ” means an amount which may be positive, negative or zero, equal to Estimated Closing Net Working Capital minus the Target Net Working Capital.
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 “ Existing Credit Facility ” means the credit facility established pursuant to that certain Credit Agreement, dated as of July 16, 2024, by and among Seller, as the borrower, the lenders from time to time party thereto, and Silver Point Finance, LLC, as administrative agent (as amended, restated, amended and restated, supplemented or otherwise modified from time to time).
 “ Fraud ” means, with respect any Person, an actual and intentional fraud under the laws of the State of Delaware by such Person with respect to the making of any representation and warranty expressly set forth in, as applicable, Article 3 (as modified by the Disclosure Schedule) or Article 4, provided that such actual and intentional fraud by such Person specifically excludes any representation and warranty made negligently or recklessly. For the avoidance of doubt, “Fraud” does not include any claim for constructive fraud, reckless or negligent misrepresentation or omission or any other fraud claim based on negligence or recklessness.
 “ GAAP ” means generally accepted accounting principles in the United States, as in effect from time to time.
 “ Government Programs ” means Medicare, Medicaid, TRICARE/CHAMPUS, and all other federal, state or local reimbursement or other healthcare benefit programs, including any other “federal healthcare program” as defined in 42 U.S.C. § 1320a 7b(f).
 “ Governmental Authority ” means any transnational, domestic or foreign federal, state, local or municipal government (including any subdivision, court, administrative agency, regulatory body or commission or other authority thereof), or any quasi-governmental, self-regulated or private body exercising any regulatory, importing or other governmental or quasi-governmental authority, or any arbitrator, court or tribunal of competent jurisdiction.
 “ Hazardous Substances ” means any substance, material, chemical, odor, heat, sound, vibration, radiation, or waste, or any combination of any of them that is regulated or defined by, or with respect to which Liability or standards of conduct are imposed under, any Environmental Law, including any material, substance or waste which is defined as a “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,” “restricted hazardous waste,” “contaminant,” “pollutant,” “toxic waste,” or “toxic substance” under any provision of applicable Environmental Law, and including petroleum, petroleum products and byproducts, asbestos, presumed asbestos-containing-material or asbestos-containing-material, toxic molds, mycotoxins, urea formaldehyde, radioactive materials and polychlorinated biphenyls.
 “ Healthcare Laws ” means any Applicable Law relating to the provision of revenue cycle management, billing and coding, including, without limitation: the Federal Anti-Kickback Statute (42 U.S.C. Section 1320a-7b(b)); the U.S. Civil False Claims Act (31 U.S.C. Section 3729 et seq.); the administrative False Claims Law (42 U.S.C. § 1320a-7b(a)); the civil monetary penalties laws (42 U.S.C. § 1320a-7a); the federal exclusion laws (42 U.S.C. § 1320a-7); the Medicare statute (Title XVIII of the Social Security Act); the Medicaid statute (Title XIX of the Social Security Act); any comparable state and foreign Applicable Law to those referenced herein; and the regulations promulgated pursuant to the foregoing.
 “ HIPAA ” means the administrative simplification provisions of the Health Insurance Portability and Accountability Act of 1996 (42 U.S.C. §§ 1320d-1320d-9), as amended by any subsequent legislation, including, but not limited to, the Health Information Technology for Economic and Clinical Health Act of 2009, Title XIII of the American Recovery and Reinvestment Act of 2009 (“ HITECH ”), and the regulations promulgated pursuant to such laws, including, without limitation, the privacy, security, breach notification, and enforcement rules at 45 CFR Part 160 and Part 164.
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 “ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
 “ HSR Approval ” means (a) the expiration or early termination of the applicable waiting period (and any extension thereof, including any waiting period resulting from the issuance of a request for additional information or documentary material) under the HSR Act, with respect to the transactions contemplated by this Agreement, and (b) the receipt of any other clearance, consent, or approval required under the HSR Act to consummate the transactions contemplated by this Agreement.
 “ Illustrative Net Working Capital Schedule ” means the Illustrative Net Working Capital Schedule attached as Schedule I hereto.
 “ Indebtedness ” means, with respect to the Purchased Subsidiary and without duplication, all liabilities and obligations, including any applicable penalties and costs, fees, interest and premiums, interest rate swap breakage costs and all costs and expenses associated with the payment or repayment of any of the foregoing to the extent arising as a result of the transactions contemplated by this Agreement or other Transaction Documents, in respect of (i) borrowed money, (ii) obligations evidenced by notes, bonds, debentures, other debt securities or similar instruments (whether or not convertible), (iii) the deferred purchase price of goods or services (including all purchase price adjustments, “holdback” or similar payments, and the maximum amount of any “earnout” and similar obligations) other than trade payables incurred in the ordinary course of business, (iv) obligations under capital leases, financing leases, financings (as determined pursuant to GAAP), (v) reimbursement obligations relating to letters of credit, bankers’ acceptances and letters of guaranty (to the extent drawn), or similar instruments issued or created for the account of the Purchased Subsidiary, (vi) indebtedness of another entity secured by (or for which the holder of such indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien existing on property or assets owned by the Purchased Subsidiary, whether or not the Indebtedness secured thereby has been assumed, (vii) declared but unpaid dividends or distributions, (viii) deferred compensation, unpaid bonuses, unpaid severance owing to Business Employees (including the employer’s share of all payroll and other employment related Taxes to be paid on such amounts), (ix) accrued or earned but unused vacation and paid time off, in each case, relating to the period prior to the Closing Date for each Transferred Employee (including the employer’s share of all payroll and other employment related Taxes to be paid on such amounts), to the extent not paid by Seller or the Purchased Subsidiary prior to the Effective Time, (x) underfunded pension and similar employee benefit liabilities with respect to Business Employees that do not remain with Seller or its Affiliates following the Closing, (xi) obligations to purchase, redeem, retire, defease or otherwise acquire for value any Equity Interest of the Purchased Subsidiary, (xii) accrued and unpaid income Taxes of the Purchased Subsidiary (excluding, for the avoidance of doubt, any Combined Taxes) for any Tax period (or portion thereof) ending on or before the Closing Date for which Tax Returns are first due after the Closing Date and have not been filed prior to Closing, solely in the jurisdictions in which the Purchased Subsidiary currently files income Tax Returns or commenced operations in after December 31, 2025 (which income Taxes shall be calculated in accordance with the past practices of the Purchased Subsidiary and, in the case of a Straddle Period, as if the taxable period of the Purchased Subsidiary ended on the end of the Closing Date), (xiii) obligations under any interest rate, currency or other hedging or swap agreements, forward rate agreements, interest rate cap or collar agreements, or other similar financial agreements or arrangements, and (xiv) guarantees of the obligations described in clauses (i) through (xiii) above of any other Person. For the avoidance of doubt, “Indebtedness” shall not include (i) any amount included in the Closing Net Working Capital or the Closing Transaction Expenses or (ii) any amount in respect of retention or transition bonuses granted or effected following the date of execution of this Agreement which are mutually agreed upon in writing by
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 Buyer and Seller (or entered into solely with Buyer) to the extent not paid as of the Effective Time (the “ Transferred Employee Bonuses ”).
 “ Intellectual Property Rights ” means all intellectual property and intellectual property rights or similar proprietary rights protected by law in any jurisdiction throughout the world (whether statutory, common law, or otherwise), including rights arising from or associated with any of the following: (a) copyrights and works of authorship (registered and unregistered) and applications for registration, (b) patents, patent applications, and similar rights including provisionals, continuations, divisionals, continuations-in-part, reissues or reexaminations thereof, inventions, methods, and processes (collectively, “ Patents ”), (c) Trademarks, (d) internet domain names and all associated web addresses, URLs, and the goodwill associated with the foregoing, (e) trade secrets, formulae, know-how, concepts, reports, customer lists, databases, data compilations and collections, tools, methods, processes, techniques, mailing lists, business plans or other confidential or proprietary information that provides the owner with a competitive advantage or otherwise derives value from being maintained in confidence (collectively, “ Trade Secrets ”), (f) rights in Software (including source code, object code, firmware and related information, documentation and manuals), and (g) moral rights, database rights, design rights, mask works, know-how, publicity rights and likeness rights.
 “ Intercompany Agreements ” means the Contracts between or among Seller or one of its Subsidiaries or Affiliates (excluding the Purchased Subsidiary), on the one hand, and the Purchased Subsidiary, on the other hand (unless amended to exclude the Purchased Subsidiary prior to the Closing without any further Liability to or obligation of the Purchased Subsidiary) that are effective as of immediately prior to the Effective Time.
 “ International Trade Laws ” means any Applicable Laws relating to (i) any applicable economic or financial sanctions or trade embargoes, (ii) any applicable import or export controls and payment of customs duties, and (iii) boycotts, including U.S. anti-boycott laws administered by the U.S. Department of Commerce and the U.S. Department of Treasury’s Internal Revenue Service.
 “ IP Assignment Agreement ” has the meaning set forth in the Recitals.
 “ IRS ” means the United States Internal Revenue Service.
 “ IT Systems ” means all information technology and computer systems (including the hardware, software, firmware, middleware, equipment, electronics, platforms, servers, workstations, routers, hubs, switches, interfaces, data communication lines, network and telecommunications equipment, Internet-related information technology infrastructure, wide area network and other telecommunications or information technology equipment), relating to the transmission, storage, maintenance or analysis of data in electronic format owned or controlled by the Seller or one of its Subsidiaries and used in the conduct of the Business.
 “ Key Employees ” means each individual named in Section 1.01(iii) of the Disclosure Schedule.
 “ knowledge of Buyer ,” “ Buyer’s knowledge ” or any other similar knowledge qualification in this Agreement means the actual knowledge of the following individuals: Robert J. Wright, Jr., Sheri Ann Dacosta, Steven R. Kamen, Danielle Pannullo, and Patrick Shikani after reasonable inquiry of direct reports who would reasonably be expected to have actual knowledge of such matters.
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 “ knowledge of Seller ,” “ Seller’s knowledge ” or any other similar knowledge qualification in this Agreement means the actual knowledge of the following individuals: Ben Albert, Jason Alger and Ben Landry, after reasonable inquiry of direct reports who would reasonably be expected to have actual knowledge of such matters.
 “ Liability ” means any debt, liability or obligation of any kind or nature, whether accrued, unaccrued, contingent, absolute, asserted, unasserted, known, unknown, disclosed, undisclosed, liquidated, unliquidated, determined, determinable or otherwise, and whether due or which shall become due, and includes all costs and expenses relating thereto.
 “ Lien ” means, with respect to any property or asset, any mortgage, license, lien, lease, right of way, pledge, charge, bailment, hypothecation, security interest, title retention, right of first refusal or offer, option, restriction on transfer or use, grant of power to confess judgment or other encumbrance in respect of such property or asset.
 “ Lookback Date ” means January 1, 2023.
 “ Material Adverse Effect ” means any change, effect, event, occurrence, development, state of facts or circumstance that, individually or in the aggregate with all other such changes, effects, events, occurrences, developments, states of facts or circumstances, is or would reasonably be expected to (a) be materially adverse to the business, assets, liabilities, results of operations or condition (financial or otherwise) of the Business, taken as a whole, or (b) have a material adverse effect on Seller’s or the Purchased Subsidiary’s ability to consummate any of the transactions contemplated hereby, excluding, in the case of clause (a) above only, any change, effect, event, occurrence, development, state of facts or circumstance, arising out of or relating to (i) changes in the financial, securities, capital or credit markets, including in interest rates or currency exchange rates, (ii) changes in economic, regulatory or political conditions generally, (iii) changes or conditions generally affecting any industry in which the Business operates, (iv) changes (including proposed changes) in Applicable Law, GAAP or other applicable accounting or regulatory standards, or in the enforcement, implementation or authoritative interpretations thereof that apply to the Business, (v) any outbreak or escalation of hostilities, any acts of war, sabotage, cyberattack or terrorism, global health conditions or natural disasters (including hurricanes, tornadoes, floods, earthquakes and other weather-related events), (vi) any Applicable Law, directive, pronouncement or guideline issued by a Governmental Authority, the Centers for Disease Control and Prevention, the World Health Organization or industry group providing for business closures, changes to business operations, “sheltering-in-place” or other similar restrictions that relate to, or arise out of, an epidemic, pandemic or disease outbreak or any change in such Applicable Law, directive, pronouncement or guideline or interpretation thereof following the date of this Agreement or compliance therewith by Seller or any of its Affiliates, in each case involving any jurisdiction in which the Business operates, (vii) the announcement or execution of this Agreement, the pendency or consummation of the transactions contemplated hereby, or the identity of Buyer, including the effect of any of the foregoing on the relationships, contractual or otherwise, of the Business or the Purchased Subsidiary with customers, suppliers, licensors, distributors, partners or providers, (viii) any failure of the Business to meet any internal projections financial estimates, forecasts or projections for any period (it being understood that any underlying facts giving rise or contributing to such failure that are not otherwise excluded from the definition of “Material Adverse Effect” may be taken into account in determining whether there has been, or would reasonably be expected to be, a Material Adverse Effect, unless it is otherwise excluded from the definition thereof pursuant to a clause other than this clause (viii) ), (ix) any action taken (or omitted to be taken) at the written request or with the prior written consent of Buyer, or (x) any action taken (or not taken) by Seller or any of its Affiliates that is expressly required or permitted to be taken (or not taken) pursuant to this Agreement; provided , that any change, effect, event, occurrence, development, state of facts or circumstance resulting from the matters referred to in
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 clauses (i) though (vii) above shall be excluded only to the extent such matters do not disproportionately impact the Purchased Subsidiary or the Business as compared to other Persons operating in the same industries in which the Purchased Subsidiary and the Business operate.
 “ Multiemployer Plan ” means a “multiemployer plan” as defined in Section 3(37) of ERISA.
 “ Net Working Capital ” means, as of any date, (i) the aggregate value of the current assets of the Purchased Subsidiary but excluding any Cash, minus (ii) the aggregate value of the current liabilities of the Purchased Subsidiary, but excluding any amounts included in the calculation of Indebtedness, in each of clauses (i) and (ii) , calculated (including which assets are included as current assets and which liabilities are included as current liabilities) in accordance with the New Working Capital Accounting Principles; provided , that the definition of “Net Working Capital” shall not include (A) any deferred tax assets or liabilities, income Tax assets or liabilities or any Combined Tax assets or liabilities, or (B) any payable by or among Seller and any of its Subsidiaries (including the Purchased Subsidiary).
 “ Net Working Capital Accounting Principles ” means the accounting policies, principles, practices and methodologies, in each case, used in the preparation of the Carve-Out Financial Statements and as set forth on Schedule III hereto.
 “ Non-Ordinary Course Employee Contract ” means any Contract with or relating to any Business Employee (i) providing for annual base salary or wages exceeding $200,000, (ii) that entitles a Business Employee to any retention, severance, change in control or transaction bonus payments or benefits, or (iii) where the Company is obligated to pay such Business Employee more than $100,000 in consideration for services that fall outside the ordinary course of such employee’s duties or for products provided; provided , however, that “Non-Ordinary Course Employee Contract” shall not include standard onboarding or employment documentation, including offer letters, confidentiality or non-disclosure agreements, invention assignment agreements, restricted stock or other standard equity award agreements, or other similar agreements entered into in the ordinary course of business on substantially consistent terms.
 “ Open Source Software ” means Software that is licensed pursuant to (i) any license that is, or is substantially similar to, a license now or in the future approved by the Open Source Initiative and listed at http://www.opensource.org/licenses (which licenses shall include all versions of GNU GPL, GNU LGPL, GNU Affero GPL, MIT license, Eclipse Public License, Common Public License, CDDL, Mozilla Public License, BSD license and Apache license) and any “copyleft” license or any other license under which such Software or other materials are distributed or licensed as “free software,” “open source software” or under similar terms.
 “ Order ” means any order, writ, injunction, decree, judgment, award, settlement or stipulation issued, promulgated, made, rendered or entered into by or with any Governmental Authority.
 “ Owned Intellectual Property ” means, assuming the consummation of the Pre-Closing Reorganization, all Intellectual Property Rights owned or purported to be owned by the Purchased Subsidiary.
 “ Person ” means an individual, firm, body corporate (wherever incorporated), partnership, limited liability company, unincorporated organization, association, joint venture, trust, works council or employee representative body (whether or not having separate legal personality) or other entity or organization, including a government, state or agency of a state or a Governmental Authority.
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 “ Personal Information ” means information that is considered “personally identifiable information,” “personal information,” “personal data,” “protected health information,” or any similar term by any applicable Privacy Laws. Without limiting the foregoing, Personal Information includes information relating to or reasonably capable of being associated with an identified or identifiable person, device, or household information relating to or reasonably capable of being associated with an identified or identifiable person, device, or household.
 “ Pre-Closing Reorganization ” means those specific transactions contemplated by the IP Assignment Agreement and the Asset Transfer Agreement.
 “ Privacy and Data Security Policies ” means the written, externally published privacy and data security policies of Seller with respect to the Business, including those published on Seller’s website (https://www.healthcatalyst.com/privacy-policy).
 “ Privacy Laws ” means all Applicable Laws and regulations, including HIPAA, relating to privacy, information security, cybersecurity, the Processing of Personal Information, direct marketing, electronic and telephone marketing, consumer protection, location tracking, customer tracking, behavioral marketing.
 “ Processing ,” “ Process ,” or “ Processed ,” with respect to Personal Information, means any collection, access, acquisition, storage, protection, use, recording, maintenance, operation, dissemination, re-use, disposal, disclosure, re-disclosure, destruction, transfer, modification, or any other processing of such Personal Information.
 “ Purchased Subsidiary Business Employee ” means any individual who, as of immediately prior to the Effective Time, is Employed by the Purchased Subsidiary.
 “ Registered Intellectual Property ” means all Intellectual Property Rights that are registered, filed or issued under the authority of, with or by any Governmental Authority or domain name registrar, including all Patents, registered copyrights, registered Trademarks and domain names and all applications and registrations for any of the foregoing.
 “ Representative ” means, with respect to any Person, such Person’s directors, officers, employees, counsel, financial advisors, accountants, agents and other authorized representatives.
 “ Restricted Cash ” means the amount of any cash and cash equivalents that are not freely usable or distributable the Purchased Subsidiary immediately following Closing due to restrictions or limitations on use or distribution by Applicable Law, Contract or otherwise (including cash pledged to secure letters of credit, bankers acceptances or similar obligations, and cash security deposits) or cash held on behalf of third parties, in each case that would otherwise be included in Cash.
 “ Retained Business ” means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.
 “ Retained Subsidiaries ” means all of the direct and indirect Subsidiaries of Seller other than the Purchased Subsidiary.
 “ Seller 401(k) Plan ” means any Business Benefit Plan that is a defined contribution plan intended to qualify under Section 401(a) of the Code.
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 “ Seller Group ” means, with respect to U.S. federal income Taxes, the “affiliated group” (as defined in Section 1504(a) of the Code) of corporations of which Seller is the common parent and, with respect to state, local or foreign income or franchise Taxes, any consolidated, combined or unitary group of which Seller or any of its Affiliates is a member for such state, local or foreign income or franchise Tax purposes.
 “ Seller Marks ” means any and all (i) Trademarks owned by Seller or any of its Affiliates (other than the Purchased Subsidiary), including the Trademarks set forth on  Section  6.02 of the Disclosure Schedule, and (ii) Trademarks derived from, confusingly similar to or including any of the foregoing.
 “ Software ” means computer programs and other software, including statements in human readable form such as comments and definitions, which are generally formed and organized according to the syntax of a computer or programmable logic programming language, and such statements in batch or scripting languages, together with any and all text, diagrams, graphs, charts, flow-charts, and other information that describe the foregoing, firmware and microcode, and implementations, whether in source code, object code.
 “ Standard Software ” means (A) Open Source Software or (B) non-customized Software that (i) is licensed or made available to Seller or any of its Affiliates for use in connection with the Business pursuant to a non-exclusive license or use right; (ii) is generally available (and actually licensed or made available under) on click wrap, shrink wrap, off-the-shelf or other standard terms.
 “ Straddle Period ” means any taxable period of the Purchased Subsidiary that includes (but does not end on) the Closing Date.
 “ Subsidiary ” means, with respect to any Person (other than an individual), any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person.
 “ Target Net Working Capital ” means negative $5,900,000.
 “ Tax ” means any U.S. federal, state, local or non-U.S. income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind, together with any interest, penalty, addition to tax or additional amount imposed by any Taxing Authority with respect thereto.
 “ Tax Return ” means any report, return, document, or declaration required to be filed with any Taxing Authority with respect to Taxes and any amendments thereto.
 “ Taxing Authority ” means any Governmental Authority responsible for the imposition or collection of Taxes.
 “ Trademark ” means any and all trademarks, service marks, trade dress, trade names, brand names, logos, slogans, social media accounts or any other source or business identifiers, whether registered or unregistered, and the goodwill symbolized thereby or associated therewith, and applications to register any of the foregoing.
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 “ Transaction Documents ” means, collectively, this Agreement, the IP Assignment Agreement, the Transition Services Agreement, the Asset Transfer Agreement and the Escrow Agreement and any other agreements, documents, certificates, and instruments executed or delivered by any of the parties in connection with the consummation of the transactions contemplated hereby.
 “ Transfer Tax ” means any federal, state, local, or foreign sales, use, value added, registration stamp, recording, documentary, conveyancing, transfer and similar Taxes, levies, charges, duties and fees (including any penalties and interest) applicable to, imposed upon or arising out of the transactions contemplated by this Agreement.
 “ Transition Services Agreement ” means a Transition Services Agreement to be entered into between Buyer and Seller at the Closing in substantially the form attached hereto as Exhibit A .
 “ Treasury Regulations ” means the rules and regulations promulgated by the U.S. Treasury Department under the Code.
 “ Willful Breach ” means a party’s knowing and intentional material breach of any of its covenants or other agreements set forth in this Agreement, which material breach constitutes, or is a consequence of, a purposeful act or failure to act by such party with the actual knowledge that the taking of such act or failure to take such act would cause a material breach of this Agreement.
 (b) Each of the following terms is defined in the Section set forth opposite such term:

 Term Section

 Adjustment Escrow Amount Section 2.05(a)(iv)
 Agreement Preamble
 Anti-Corruption Laws Section 3.22
 Asset Transfer Agreement Recitals
 Base Amount Section 2.03
 Business Asset Section 7.12(b)
 Business Insurance Section 3.20
 Buyer Preamble
 Buyer Covered Employee Section 7.07(a)
 Buyer DC Plan Section 9.03
 Buyer Fundamental Representations Section 10.03(a)
 Buyer Indemnitees Section 12.02(a)
 Cap Section 12.02(b)
 Carve-Out Financial Statements Section 3.06
 Closing Section 2.05
 Closing Date Section 2.05
 Closing Statement Section 2.06(a)
 Confidential Information Section 5.02
 Contract Privacy Requirements Section 3.13(b)

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 Current Representation Section 7.08
 Deductible Section 12.02(b)
 Designated Person Section 7.08
 Determination Date Section 2.06(e)
 Direct Claim Section 12.04(b)
 Dispute Notice Section 2.06(b)
 Disputed Item Section 2.06(b)
 Effective Time Section 2.05
 Employee List Section 3.16(m)
 Enforceability Exceptions Section 3.02
 Escrow Agent Section 2.05(a)(iv)
 Estimated Closing Cash Section 2.04
 Estimated Closing Indebtedness Section 2.04
 Estimated Closing Net Working Capital Section 2.04
 Estimated Closing Statement Section 2.04
 Estimated Closing Transaction Expenses Section 2.04
 Excluded Asset Section 7.12(a)
 Final Allocation Section 8.04
 Final Purchase Price Section 2.06(e)
 Inactive Employee Section 9.01(b)
 Indemnified Party Section 12.04
 Indemnifying Party Section 12.04
 Indemnity Escrow Amount Section 2.05(a)(iv)
 Independent Accountant Section 2.06(c)
 Interests Recitals
 Material Contract Section 3.08(b)
 Negative Adjustment Amount Section 2.07
 Non Assignable Assets Section 2.02(a)
 Non-Transferred Employee Section 9.01(a)
 Permits Section 3.14
 Permitted Liens Section 3.11(d)
 Positive Adjustment Amount Section 2.07
 Post-Closing Covenants Section 12.01
 Post-Closing Representation Section 7.08
 Purchase Price Section 2.03
 Purchased Subsidiary Recitals
 Qualified Offer Section 9.01(a)
 R&W Insurance Policy Section 7.11
 Released Parties Section 13.13
 Releasing Parties Section 13.13
 Relevant Period Section 9.02

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 Restrictive Period Section 7.07(a)
 Restrictive Territory Section 7.07(c)
 Security Incident Section 3.12(d)
 Seller Preamble
 Seller Covered Employee Section 7.07(b)
 Seller FSA Plan Section 9.08
 Seller Fundamental Representations Section 10.02(a)
 Seller Indemnitees Section 12.03(a)
 Seller Tax Records Section 8.02(b)
 Seller Welfare Plan Section 9.06
 Shared Contracts Section 2.02(b)
 Shared Customer Contracts Section 2.02(b)
 Subrogation Waiver Parties Section 7.11(a)
 Terminating Buyer Breach Section 11.01(a)(v)
 Terminating Seller Breach Section 11.01(a)(iv)
 Third Party Policies Section 7.06
 Third-Party Claim Section 12.04(a)
 Top Customers Section 3.19
 Top Suppliers Section 3.19
 Transferred Employee Section 9.01(a)
 WARN Section 3.16(l)

 Section 1.02 Other Definitional and Interpretative Provisions .

 (a) The words “hereof”, “herein” and “hereunder” and words of like import used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; and the word “or” shall be inclusive and not exclusive (for example, the phrase “A or B” means “A or B or both,” not “either A or B but not both”), unless used in conjunction with “either” or the like.
 (b) The headings and captions herein are included for convenience of reference only and shall be ignored in the construction or interpretation hereof.
 (c) References to Articles, Sections, Exhibits and Schedules are to Articles, Sections, Exhibits and Schedules of this Agreement unless otherwise specified.
 (d) All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein.
 (e) Any capitalized terms used in any Exhibit or Schedule (including the Disclosure Schedule) or Annex but not otherwise defined therein shall have the meaning as defined in this Agreement. Where there is any inconsistency between the definitions set out in Section 1.01 and the definitions set out in any other Section or any Schedule (including the Disclosure Schedule) or Annex, then, for the purposes of construing such Section, Schedule or Annex, the definitions set out in such Section, Schedule or Annex shall prevail.
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 (f) All references to a day or days shall be deemed to refer to a calendar day or calendar days, as applicable, unless otherwise specifically provided. When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded, and if the last day of such period is not a Business Day, the period in question shall end on the next succeeding Business Day.
 (g) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular.
 (h) Whenever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words, “but not limited to,”, whether or not they are in fact followed by those words or words of like import.
 (i) References to one gender shall include all genders.
 (j) References to any statute shall be deemed to refer to such statute as amended from time to time and to any rules or regulations promulgated thereunder.
 (k) “Writing”, “written” and comparable terms refer to printing, typing and other means of reproducing words (including electronic media) in a visible form.
 (l) References to any agreement or Contract are to that agreement or Contract as amended, modified or supplemented from time to time.
 (m) References to any Person include the successors and permitted assigns of that Person. References from or through any date mean, unless otherwise specified, from and including or through and including, respectively.
 (n) References to “law,” “laws” or to any Applicable Law shall be deemed to refer to such law or Applicable Law as amended from time to time (including (in the case of statutes) by succession of comparable successor laws), except as otherwise specified herein, and to any rules or regulations promulgated thereunder.
 (o) All references to any time herein shall refer to Mountain Time.
 (p) Unless otherwise specified in this Agreement, all references to currency, monetary values and dollars set forth herein shall mean United States (U.S.) dollars and all payments hereunder shall be made in U.S. dollars.
 (q) The parties have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.
 (r) For the purposes of this Agreement, any document that is described as being “delivered,” “furnished” or “made available” shall be treated as such if a copy of such document has been posted in the Data Room and made accessible to Buyer or its Representatives at least two (2) Business Days prior to the date hereof.
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 Article 2 PURCHASE AND SALE
 Section 2.01 Purchase and Sale of the Interests . Upon the terms and subject to the conditions of this Agreement, Seller shall sell to Buyer (or to such Subsidiary or Subsidiaries of Buyer, as determined by Buyer), and Buyer shall purchase (or cause one or more of its Subsidiaries to purchase) from Seller, the Interests at the Closing. Seller shall transfer and deliver to Buyer (or to such Subsidiary or Subsidiaries of Buyer, as determined by Buyer) at the Closing valid title to such Interests free and clear of any Lien other than Liens imposed by applicable securities laws.

 Section 2.02 Limitation on Assignment .
 (a) The parties acknowledge that Seller and its Affiliates and Subsidiaries are parties to certain Contracts with non-Affiliated third parties which benefit (or burden) both the Purchased Subsidiary or the Business, on the one hand, and Seller or its Affiliates (other than the Purchased Subsidiary), on the other hand (the “ Shared Contracts ”). Prior to the Closing and for a period of eighteen (18) months after the Closing Date, Seller and Buyer, and their respective Subsidiaries and Affiliates, shall reasonably cooperate with each other to cause each Shared Contract listed on Section 2.02(a) of the Disclosure Schedule (the “ Shared Customer Contracts ”) to be apportioned (including by using their respective reasonable best efforts to obtain the approval or consent of each such counterparty to enter into a new contract or amendment, or splitting or assigning in relevant part such Shared Customer Contract), effective as of the Closing, between Seller and Buyer and their respective Subsidiaries and Affiliates (including, in the case of Buyer, the Purchased Subsidiary), pursuant to which Seller or its applicable Subsidiary or Affiliate will assume all of the rights and obligations under such Shared Customer Contract to the extent relating to the Retained Business, on the one hand, and Buyer and its Subsidiaries (including after the Closing, the Purchased Subsidiary) and Affiliates will assume all of the rights and obligations under such Shared Customer Contract to the extent relating to the Business, on the other hand. Notwithstanding anything to the contrary, neither Seller nor any of its respective Subsidiaries or Affiliates shall be required to take any action pursuant to the terms hereof that would cause, or would reasonably be expected to cause: (x) Seller or any of its Affiliates (other than the Purchased Subsidiary) to expend money, threaten or commence any Action or offer or grant any accommodation (financial or otherwise) to any Person, except for expenditures of money requested by Buyer for which Buyer delivers to Seller a binding undertaking to fund on behalf of Seller or the applicable Affiliate thereof the full amount of such expenditures; (y) a breach of any of Seller’s representations, warranties or covenants contained in this Agreement or a breach of, or conflict with, any Contract to which Seller or any of its respective Affiliates is party to or to which any of them are otherwise bound or (z) a violation of any Applicable Law. From and after the Closing, (1) (A) Buyer (including after the Closing, the Purchased Subsidiary) shall promptly, upon request of Seller, reimburse, and shall indemnify and hold harmless Seller and its Subsidiaries and Affiliates against, all Damages arising from or relating to the portion of any Shared Customer Contract apportioned to the Business and (B) Buyer and its Subsidiaries (including after the Closing, the Purchased Subsidiary) and Affiliates shall not extend the term or otherwise amend the terms of any Shared Customer Contract in a manner that would adversely affect Seller or any of its Subsidiaries or Affiliates without prior written consent of Seller (in its sole discretion); and (2) (A) Seller shall promptly, upon request of Buyer, reimburse, and shall indemnify and hold harmless Buyer and the Purchased Subsidiary and their respective Subsidiaries and Affiliates against, all Damages arising from or relating to the portion of any Shared Customer Contract apportioned to any Retained Business pursuant to this Section 2.02(a) and (B) Seller and its Subsidiaries and Affiliates shall not extend the term or otherwise amend the terms of any Shared Customer Contract in a manner that would adversely affect Buyer or the Purchased Subsidiary or any of their respective Subsidiaries or Affiliates without prior written consent of Buyer (not to be unreasonably withheld, conditioned or delayed).
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 (b) If any such approval, consent or assignment referred to in this Section 2.02 is not obtained prior to the Closing, the Closing shall nonetheless take place subject only to the satisfaction or waiver of the conditions set forth in Article 10 .
 Section 2.03 Purchase Price . The purchase price for the Interests is (i) $147,000,000 (the “ Base Amount ”), plus (ii) Closing Cash, plus (iii) the Closing Net Working Capital Adjustment Amount, minus (iv) Closing Indebtedness minus (v) Closing Transaction Expenses (such aggregate amount, as adjusted and finally determined in accordance with Section 2.06(e) , the “ Purchase Price ”). The Estimated Purchase Price shall be paid as provided in Section 2.04 and shall be subject to adjustment as provided in Section 2.07 .
 Section 2.04 Estimated Purchase Price . Not less than two (2) Business Days prior to the Closing Date, Seller shall deliver to Buyer a written statement setting forth (a) in reasonable detail Seller’s good faith estimates of (i) Closing Net Working Capital (“ Estimated Closing Net Working Capital ”), (ii) Closing Indebtedness (“ Estimated Closing Indebtedness ”), (iii) Closing Cash (“ Estimated Closing Cash ”), and (iv) Closing Transaction Expenses (“ Estimated Closing Transaction Expenses ”) and (b) Seller’s calculation of the Estimated Net Working Capital Adjustment Amount (accompanied by reasonable supporting detail and data and schedules supporting the determination of each component item of the Estimated Closing Net Working Capital), and on the basis of the foregoing, a calculation of the Estimated Purchase Price (together with the calculations referred to in clauses (a) and (b) above, the “ Estimated Closing Statement ”). The Estimated Closing Statement shall be prepared in accordance with the accounting principles and methodologies set forth in the Illustrative Net Working Capital Schedule, the Net Working Capital Accounting Principles and this Agreement, and, to the extent consistent with the foregoing, GAAP, consistently applied. No amount shall be included, in whole or in part (either as an increase or reduction), more than once in the calculation of the Estimated Closing Statement (or any items reflected thereon). Following delivery of the Estimated Closing Statement, Seller shall provide Buyer and its Representatives reasonable access, during normal business hours and with advance written notice, to the relevant books and records and employees and Representatives of Seller and the Purchased Subsidiary in connection with Buyer’s review of the calculation of the Estimated Purchase Price. During the period from the delivery of the Estimated Closing Statement until the Closing, Buyer shall have the opportunity to review the Estimated Closing Statement, and Buyer and Seller will work together in good faith to resolve any questions, comments or disputes related thereto; provided , that if Seller and Buyer do not mutually agree upon the contents of the Estimated Closing Statement, Seller’s calculations shall be used at the Closing as the basis for determining the Estimated Purchase Price payable at Closing.

 Section 2.05 Closing . Subject to the terms and conditions of this Agreement, the closing (the “ Closing ”) of the purchase and sale of the Interests hereunder shall take place remotely by electronic exchange of documents and signatures (or their electronic counterparts) at such time to be agreed by the parties, and in such other places and at such times as are necessary to effect the transactions to be consummated at the Closing, (a) within four (4) Business Days following the date on which each of the conditions set forth in Article 10 hereof are satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the fulfillment or waiver of those conditions); provided , that , unless agreed to in writing by Buyer and Seller, the Closing shall not occur prior to July 1, 2026; or (b) at such other place or time as the parties may agree. The date of the Closing is referred to as the “ Closing Date ”. The effective time of the Closing for accounting purposes shall be deemed to be 12:01 am Mountain Time on the Closing Date (the “ Effective Time ”).

 (a) Buyer shall deliver to Seller (or as otherwise provided below) at the Closing:
 (i) a certificate, dated the Closing Date and signed by an executive officer of Buyer, pursuant to Section 10.03(c) hereof;
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 (ii) a duly executed counterpart to each Transaction Document to which Buyer or any Affiliate thereof is a party; and
 (iii) the Estimated Purchase Price, minus (a) the Adjustment Escrow Amount and minus (b) the Indemnity Escrow Amount, in immediately available funds by wire transfer to an account or accounts designated by Seller by notice to Buyer;
 (iv) to Citibank, N.A. (the “ Escrow Agent ”), $750,000 (the “ Adjustment Escrow Amount ”) and $312,375 (the “ Indemnity Escrow Amount ”), to the accounts designated by the Escrow Agent in writing to Buyer at least two (2) Business Days prior to the Closing (the “ Adjustment Escrow Account ” and the “ Indemnity Escrow Account ”, respectively), which shall be held by the Escrow Agent in accordance with the terms and conditions of this Agreement and the Escrow Agreement;
 (v) an amount equal to the Estimated Closing Transaction Expenses, to the Persons and accounts designated in the Estimated Closing Statement; and
 (vi) a copy of the R&W Insurance Policy or an executed binder agreement relating thereto.
 (b) Seller shall deliver to Buyer at the Closing:
 (i) resolutions of Seller’s Board of Directors approving this Agreement and the other Transaction Documents;
 (ii) a certificate of Good Standing with respect to the Purchased Subsidiary issued by the applicable secretary of state of the Purchased Subsidiary’s jurisdiction of formation, dated within five (5) Business Days prior to the Closing Date;
 (iii) a certificate, dated the Closing Date and signed by an executive officer of Seller, pursuant to Section 10.02(e) hereof;
 (iv) a duly executed counterpart to each Transaction Document to which Seller or any Affiliate (including the Purchased Subsidiary) thereof is a party;
 (v) a duly executed IRS Form W-9 from Seller;
 (vi) customary release documentation with respect to the Existing Credit Facility, in form and substance reasonably satisfactory to Buyer, providing for the release (substantially concurrently with the Closing) of (x) all guarantees provided by the Purchased Subsidiary under or in connection with the Existing Credit Facility, and (y) all Liens on the Interests and on any assets of the Purchased Subsidiary under or in connection with the Existing Credit Facility;
 (vii) a certificate representing the Interests (if certificated), duly endorsed in blank or with duly executed stock or other transfer documents attached, or, if not certificated, an Assignment of Limited Liability Company Interest with respect to the Interests, in form and substance reasonably satisfactory to Buyer, free and clear of all Liens other than Liens imposed by applicable securities laws;
 (viii) evidence of termination of each of the Intercompany Agreements in form and substance reasonably satisfactory to Buyer;
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 (ix) evidence that all notes payable, accounts receivable, advances, loans and other amounts owing to the Purchased Subsidiary by Seller or any Affiliate thereof, or any officer, employee, former member or director thereof will have been repaid in full to the Purchased Subsidiary;
 (x) signed resignations, effective as of the Closing Date, from each of the managers or directors and officers of the Purchased Subsidiary set forth on Section 2.05(b)(x) of the Disclosure Schedule, in form and substance reasonably satisfactory to the Buyer; and
 (xi) fully executed copies of the IP Assignment Agreement and the Asset Transfer Agreement.
 Section 2.06 Final Purchase Price Calculation .
 (a) As promptly as practicable, but no later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller, Buyer’s good faith calculation in reasonable detail of the actual (i) Closing Net Working Capital (accompanied by reasonable supporting detail and data and schedules supporting the determination of each component item of the Closing Net Working Capital), (ii) Closing Indebtedness, (iii) Closing Cash, (iv) Closing Transaction Expenses, and (v) on the basis of the foregoing, the resulting calculation of the Purchase Price (together with the calculations referred to in clauses (i) through (v) above, the “ Closing Statement ”). No amount shall be included, in whole or in part (either as an increase or reduction), more than once in the calculation of the Closing Statement (or any items reflected thereon). The Closing Statement shall be prepared in accordance with the accounting principles and methodologies set forth in the Illustrative Net Working Capital Schedule, the New Working Capital Accounting Principles and this Agreement, and, to the extent consistent with the foregoing, GAAP, consistently applied. If Buyer fails to timely deliver the Closing Statement in accordance with the first sentence of this Section 2.06(a) within such ninety (90) day period, then, at the election of Seller in its sole discretion either (x) the Estimated Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be deemed to be the Closing Statement, for all purposes hereunder or (y) Seller shall be entitled to retain (at the sole cost and expense of Buyer) an independent accounting firm of recognized national standing to provide an audit of the books of the Business and determine the calculation of, and prepare, the Closing Statement consistent with the provisions of this Section 2.06(a) , with the determination of such independent accounting firm being conclusive, final and binding on the parties hereto.
 (b) If, within forty-five (45) days after its receipt of the Closing Statement, Seller disagrees with Buyer’s calculation of the Closing Net Working Capital, the Closing Indebtedness, the Closing Cash, the Closing Transaction Expenses and/or the Purchase Price as set forth in the Closing Statement, Seller shall, on or prior to such forty-fifth (45th) day after its receipt of the Closing Statement, deliver a written notice to Buyer (a “ Dispute Notice ”), together with Seller’s proposed alternative calculations. In the event that Seller does not timely provide a Dispute Notice on or prior to such forty-fifth (45th) day after its receipt of the Closing Statement, Seller shall be deemed to have agreed to the Closing Statement (including the determinations included therein) delivered by Buyer pursuant to Section 2.06(a), which shall be final, binding and conclusive for all purposes hereunder. The Dispute Notice shall specify in reasonable detail those items or amounts as to which Seller disagrees (each, a “ Disputed Item ”).
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 (c) If Seller delivers a Dispute Notice to Buyer within forty-five (45) days after its receipt of the Closing Statement, Buyer and Seller shall, during the thirty (30) days following such delivery, negotiate in good faith to resolve any such disagreements with respect to the Closing Statement. Any Disputed Item resolved in writing between Buyer and Seller within such thirty (30)-day period shall be final, binding and conclusive for all purposes hereunder with respect to such items. If the parties resolve all of the Disputed Items in the Closing Statement in accordance with the foregoing procedure, the Closing Statement shall be revised to reflect such resolution and the amount of the Closing Net Working Capital, the Closing Indebtedness, the Closing Cash, and the Closing Transaction Expenses agreed upon by the parties as reflected in such revised Closing Statement shall be final, conclusive and binding on the parties, absent Fraud. If Buyer and Seller are unable to reach such agreement on all Disputed Items during such period, then the parties shall promptly jointly request that Deloitte & Touche LLP, or if such firm is unable or unwilling to act, another nationally recognized independent public accounting firm as shall be mutually agreed by the parties (the “ Independent Accountant ”), make a binding determination only as to the remaining Disputed Items and amounts in the Closing Statement in accordance with the terms of this Agreement. The Independent Accountant will, under the terms of its engagement, (i) act as an expert and not an arbitrator and (ii) have no more than thirty (30) days from the date of referral within which to render its written decision with respect to such Disputed Items and amounts. The Independent Accountant shall consider only those items or amounts in the Closing Statement as to which the parties are in disagreement. The Independent Accountant shall deliver to the parties a written report setting forth its adjustments, if any, to the Closing Statement based on the Independent Accountant’s determination with respect to the Disputed Items and amounts in accordance with this Agreement and the Net Working Capital Accounting Principles and such report shall include the calculations supporting such adjustments; provided , that the Independent Accountant may not assign a value to any item greater than the greatest value for such item claimed by one of the parties in the Closing Statement or Dispute Notice, respectively, or less than the smallest value for such item claimed by one of the parties in the Closing Statement or Dispute Notice, respectively. Such report shall be final, conclusive and binding on the parties, absent Fraud or manifest error. The costs, fees and expenses of the Independent Accountant will be borne by Seller, on the one hand, and Buyer, on the other hand, in inverse proportion to their relative success in the dispute as determined by the Independent Accountant; provided , that any initial engagement fees owed to the Independent Accountant will be initially paid 50% by Seller and 50% by Buyer (and subsequently reimbursed in accordance with the foregoing, as applicable). For example, should the aggregate items in dispute total $1,000 and the Independent Accountant awards $600 in favor of Seller’s position, Buyer would pay 60% of the costs of the Independent Accountant’s review and Seller would pay 40% of the costs of the Independent Accountant’s review.
 (d) Buyer and Seller agree that they will, and agree to cause their respective independent accountants and Subsidiaries to, cooperate and assist in the preparation of the Closing Statement and the calculation of the Purchase Price and in the conduct of the reviews referred to in this Section 2.06 , including the making available to the extent necessary of books, records, work papers and personnel under its control, subject to Section 5.02 , Section 6.01 and Section 7.09(c) and Section 7.09(d) .
 (e) The date on which the Closing Statement is finally determined in accordance with this Section 2.06 shall be referred to as the “ Determination Date .” The “ Final Purchase Price ” means the (x) the Purchase Price set forth in the Estimated Closing Statement if Buyer fails to timely deliver the Closing Statement in accordance with Section 2.06(a) , (y) the Purchase Price as set forth in the Closing Statement if Seller does not duly deliver a Dispute Notice or (z) if a Dispute Notice is timely delivered as agreed between Seller and Buyer pursuant to Section 2.06(c) or in the absence of such agreement, as determined by the Independent Accountant pursuant to Section 2.06(c) .
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 Section 2.07 Adjustment of Purchase Price . Within five (5) Business Days following the Determination Date, (i) if the Estimated Purchase Price exceeds the Final Purchase Price (the amount of such excess, the “ Negative Adjustment Amount ”), Buyer and Seller shall jointly instruct the Escrow Agent to disburse an amount equal to the Negative Adjustment Amount to Buyer out of the Adjustment Escrow Account and any remaining amount in the Adjustment Escrow Account to Seller, and in the event that the Adjustment Escrow Amount is insufficient to pay the Negative Adjustment Amount owed to Buyer, then the Seller shall pay, or cause to be paid, to Buyer an amount equal to such excess amount in cash by wire transfer of immediately available funds to an account designated in writing by Buyer, (ii) if the Final Purchase Price exceeds the Estimated Purchase Price (the amount of such excess, the “ Positive Adjustment Amount ”), Buyer shall pay, or cause to be paid, to Seller an amount equal to the Positive Adjustment Amount in cash by wire transfer of immediately available funds to an account designated in writing by Seller and Buyer and Seller shall jointly instruct the Escrow Agent to disburse all funds available in the Adjustment Escrow Account to Seller, or (iii) if the Estimated Purchase Price neither exceeds nor is less than the Final Purchase Price, neither party shall pay, or cause to be paid, any amount to the other party in connection therewith, and Buyer and Seller shall jointly instruct the Escrow Agent to disburse all funds available in the Adjustment Escrow Account to Seller.

 Section 2.08 Payments . Any amount required to be paid by Buyer or Seller under this Agreement that is not paid within the period specified for such payment shall bear interest from and including the date such payment was required to be made hereunder, to but excluding the date of payment, at a rate per annum equal to the rate of interest publicly announced by JPMorgan Chase Bank from time to time as its prime rate in effect at its office located at 270 Park Avenue, New York, New York in effect from time to time during the period from the date such payment was required to be made hereunder, to the date of payment. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated on the basis of a year of 365 days and the actual number of days elapsed.

 Section 2.09 Withholding . Notwithstanding anything in this Agreement to the contrary, Buyer (and any other Person that has any withholding obligation with respect to any payment made pursuant to this Agreement) shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Agreement any amount as may be required to be deducted and withheld with respect to the making of such payment under the Code, or any other provision of Applicable Law. Notwithstanding the foregoing, (i) Buyer acknowledges and agrees that, absent a change in Applicable Law after the date hereof requiring otherwise, no withholding is required with respect to payments of the Purchase Price to Seller as long as Seller provides a completed IRS Form W-9 (as contemplated by Section 2.05(b)(v) ) and (ii) Buyer shall notify Seller in writing of any required withholdings or deductions prior to the date such payment is made and shall reasonably cooperate with Seller to permit Seller to obtain any available exemption from or reduction to such withholding. Any amounts so deducted and withheld shall be timely paid over to the appropriate Tax authority as required by Applicable Law. To the extent that any such amounts are so deducted or withheld by Buyer or such other Person, as the case may be, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding were made.

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 Article 3 REPRESENTATIONS AND WARRANTIES OF SELLER REGARDING SELLER AND THE PURCHASED SUBSIDIARY
 Seller represents and warrants to Buyer as of the date hereof and as of the Closing Date, except to the extent such representations and warranties are specifically made as of a particular date (in which case Seller makes the representations and warranties as of such particular date) and except as set forth in the Disclosure Schedule, that:
 Section 3.01 Corporate Existence and Power . Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority required to carry on the Business as presently conducted.

 Section 3.02 Corporate Authorization . The execution, delivery and performance by Seller and its Subsidiaries (including the Purchased Subsidiary) of the Transaction Documents to which they are parties, and the consummation by Seller or any of its Subsidiaries (including the Purchased Subsidiary) of the transactions contemplated hereby and thereby, are within Seller’s and any such Subsidiaries’ power and authority and have been, or will be prior to their execution, delivery and performance, duly authorized by all necessary action and no other or further action on the part of Seller or any of its Subsidiaries (or their respective equity holders) is necessary to authorize the execution and delivery by Seller and its Subsidiaries of the Transaction Documents to which they are parties, the performance by them of their obligations thereunder, and the consummation by them of the transactions contemplated thereby. This Agreement has been duly executed and delivered by Seller and, assuming due and valid execution by each other party hereto, this Agreement constitutes a valid and binding agreement of Seller, enforceable against Seller in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity (collectively, the “ Enforceability Exceptions ”)). Upon the execution and delivery thereof by Seller and its Subsidiaries that are parties thereto, the other Transaction Documents will have been duly executed and delivered by Seller and such Subsidiaries and, assuming due and valid execution by each other party thereto (other than Seller and its Subsidiaries), each other Transaction Document to which Seller or any of its Subsidiaries is a party constitutes a valid and binding agreement of Seller and each such Subsidiary, enforceable against Seller and each such Subsidiary in accordance with its terms, subject to the Enforceability Exceptions.
 Section 3.03 Governmental Authorization . The execution, delivery and performance by Seller and its Subsidiaries of each Transaction Document to which they are a party, as applicable, and the consummation by Seller and such Subsidiaries of the transactions contemplated hereby and thereby require no action by or in respect of, or filing, declaration or registration with, any Governmental Authority and none of Seller nor any Subsidiary of Seller is required to provide any notice, declaration or filing or receive the consent, clearance or approval of any Governmental Authority with respect to any of the foregoing, other than (i) compliance with any applicable requirements of the HSR Act; (ii) the filing of the applications and notices with, and the receipt of the approvals, licenses or consents of, the Governmental Authorities set forth on Section 3.03 of the Disclosure Schedule; (iii) compliance with any applicable securities laws; and (iv) any such other action or filing as to which the failure to make or obtain would not reasonably be expected, individually or in the aggregate, to be material to the business, results of operations, assets or condition (financial or otherwise) of Buyer and its Subsidiaries, taken as a whole, in any case following the Closing.
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 Section 3.04 Noncontravention . The execution, delivery and performance by Seller and each of its Subsidiaries of the Transaction Documents to which they are a party, as applicable, and the consummation of the transactions by Seller and such Subsidiaries contemplated hereby and thereby do not and will not, (i) conflict with or violate any provision of the certificate of incorporation, bylaws, certificate or articles of formation, operating or limited liability company agreement or other similar organizational documents of Seller or such Subsidiary, as applicable, (ii) assuming compliance with the matters referred to in Section 3.03 of the Disclosure Schedule, conflict with or violate any Applicable Law or any Order applicable to Seller, any such Subsidiary or the Business, (iii) require any consent or other action by any Person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Seller or the Purchased Subsidiary under, any provision of a Material Contract (other than a Shared Contract), or to a loss of any benefit to which Seller or the Purchased Subsidiary is entitled under, any provision of a Material Contract (other than a Shared Contract) or (iv) result in the creation or imposition of any Lien on the Interests or on any asset of the Purchased Subsidiary (except for any Permitted Liens), with such exceptions, in the case of each of clauses (ii) through (iv) , as would not reasonably be expected, individually or in the aggregate, to be material to the Purchased Subsidiary or the Business, taken as a whole, or have a Material Adverse Effect on Seller’s or the Purchased Subsidiary’s ability to consummate any of the transactions contemplated hereby.
 Section 3.05 Purchased Subsidiary .
 (a) The Purchased Subsidiary is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite organizational power and authority required to own, operate or lease all of its properties and assets, and to carry on the Business as presently conducted. The Purchased Subsidiary is duly licensed or qualified to do business and is in good standing (with respect to jurisdictions that recognize such concept) in each jurisdiction in which such licensing or qualification is necessary, except where the failure to be so licensed or qualified would not reasonably be expected, individually or in the aggregate, to have a material effect on the Purchased Subsidiary or the Business, taken as a whole. Section 3.05(a) of the Disclosure Schedule accurately sets forth each jurisdiction where the Purchased Subsidiary is qualified, licensed or admitted to do business.
 (b) Section 3.05(b) of the Disclosure Schedule sets forth the authorized, issued and outstanding Equity Interests of the Purchased Subsidiary and the record and beneficial owners of such outstanding Equity Interests. All of the Interests are owned beneficially and of record by Seller free and clear of any Lien (other than (x) Liens imposed by applicable securities laws and (y) Liens under the Existing Credit Facility that will be discharged upon the consummation of the Closing). All of Interests (i) are duly authorized, validly issued, fully paid and nonassessable and were not issued in violation of any preemptive or similar rights and (ii) were offered and issued in compliance with applicable securities laws. The Purchased Subsidiary has no Subsidiaries.
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 (c) There are no outstanding subscription rights, options, warrants, commitments, preemptive rights, derivatives, convertible securities, conversion rights, deferred compensation rights, exchange rights, agreements, arrangements or commitments of any kind or Contracts to which the Purchased Subsidiary, Seller or any of its Subsidiaries is a party or by which any of them is bound relating to the issuance of, or outstanding securities convertible into or exercisable or exchangeable for, any Equity Interests in or to the Purchased Subsidiary. There are no proxies, voting rights, shareholder agreements, registration rights agreements, buy-sell agreements or other agreements or understandings with respect to the voting or transfer of Equity Interests of the Purchased Subsidiary (including Contracts relating to rights of first refusal, right of first offer, co-sale rights or “drag-along” rights). No holder of Indebtedness of the Purchased Subsidiary (including the holder of the Existing Credit Facility), nor any other Person, has any right to convert or exchange such Indebtedness for any Equity Interests of the Purchased Subsidiary. None of the outstanding Equity Interests of the Purchased Subsidiary were issued in violation of any options, warrants, derivatives, convertible securities, conversion rights, exchange rights or other rights to subscribe for or purchase any securities of the Purchased Subsidiary, the certificate or articles of formation, or operating or limited liability company agreement of the Purchased Subsidiary or any Contract to which the Purchased Subsidiary is or was a party or by which it is or was bound.
 Section 3.06 Financial Statements; Undisclosed Liabilities .

 (a) Section 3.06 of the Disclosure Schedule sets forth true, complete and correct copies of the following financial statements (collectively and each individually, the “ Carve-Out Financial Statements ”): (x) the unaudited balance sheets for the Business (the “ Balance Sheets ”) as of (i) December 31, 2025 and (ii) the Balance Sheet Date, and (y) the unaudited statements of profits and losses for the Business for (i) the calendar year ended December 31, 2024, (ii) the calendar year ended December 31, 2025, (iii) the twelve (12)-month period ended on the Balance Sheet Date, and (iv) the three (3)-month period ended on the Balance Sheet Date. Each of the Carve-Out Financial Statements has been derived from the books and records of the Seller and its Subsidiaries, has been prepared in accordance with GAAP applied on a consistent basis throughout the period involved (subject to (i) the absence of footnote disclosure and other presentation items, (ii) changes resulting from normal year-end adjustments (none of which would reasonably be expected, individually or in the aggregate, to be material to the Business, taken as a whole) and (iii) good faith allocations of shared expenses and liabilities to the Business), and presents fairly, in all material respects, the financial position of the Business (taken as a whole) as of its date and the results of operations of the Business (taken as a whole) for the period covered thereby. Buyer acknowledges that throughout the periods covered by the Carve-Out Financial Statements, the Business has not operated as a separate stand-alone entity for purposes of financial reporting, and instead the balance sheet and statements of profits and losses of the Business have been reported within the consolidated financial statements of Seller and its applicable Affiliates.
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 (b) Neither Seller nor any of its Subsidiaries has any claims or Liabilities in respect of the Business that would be required to be reflected on an audited balance sheet of the Business (including the notes thereto) in accordance with GAAP, except for (i) Liabilities arising under Contracts entered into in the ordinary course of business (other than as a result of breach of Contract, tort, infringement or violation of Applicable Law), (ii) Liabilities reflected on the Carve-Out Financial Statements, (iii) Liabilities arising under or incurred in connection with this Agreement or any other Transaction Document, (iv) Liabilities incurred subsequent to the Balance Sheet Date in the ordinary course of business consistent with past practice (other than those arising from a breach of Contract or duty, commission of a tort or violation of Applicable Law), or (v) other Liabilities that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. Seller and its Subsidiaries maintain a standard system of accounting for the Business designed to provide reasonable assurances regarding the reliability of financial reporting related to the Business. During the period covered by the Carve-Out Financial Statements, there has been no (A) material deficiency or material weakness in the system of internal controls over financial reporting used by Seller and its Subsidiaries that is reasonably likely to adversely affect in any material respect the ability to record, process, summarize and report financial information related to the Business, (B) Fraud by any management or other employees of Seller or its Subsidiaries in relation to the preparation of the Carve-Out Financial Statements, (C) material wrongdoing that involves any employee of Seller or its Subsidiaries who has or had a significant role in the preparation of the Carve-Out Financial Statements or the internal controls over financial reporting related to the Business used by Seller and its Subsidiaries, or (D) written claim or allegation regarding any of the foregoing.
 (c) Except as set forth in Section 3.06(c) of the Disclosure Schedule, after giving effect to the Pre-Closing Reorganization, (i) the Purchased Subsidiary will not have any Liabilities relating to the Retained Business, and (ii) the Purchased Subsidiary will not have any Indebtedness other than Indebtedness included in Estimated Closing Indebtedness and that will be paid off at Closing.
 Section 3.07 Absence of Certain Changes . Except as set forth in Section 3.07 of the Disclosure Schedule or in connection with the Pre-Closing Reorganization, from the Balance Sheet Date to the date of this Agreement, (i) the Business, taken as a whole, has been conducted in all material respects in the ordinary course consistent with past practices and (ii) there has not been, with respect to the Purchased Subsidiary or the Business any:

 (a) event, occurrence, development or state of circumstances or facts that has had or would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;
 (b) amendment of the certificate or articles of formation, operating or limited liability company agreement or other similar organizational documents of the Purchased Subsidiary;
 (c) issuance, sale or other disposition, split, combination or reclassification of any Equity Interests of the Purchased Subsidiary;
 (d) declaration or payment of any distributions on or in respect of any Equity Interests of the Purchased Subsidiary or redemption, purchase or acquisition of any Equity Interests of the Purchased Subsidiary;
 (e) material change in any method of accounting, accounting practice, cash management practice or tax election, in each case, with respect to the Purchased Subsidiary and except as required by GAAP or Applicable Law;
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 (f) material change in the policies of the Purchased Subsidiary with regard to the payment of accounts payable or the collection of accounts receivable or write-off as uncollectible of any notes or accounts receivable or any portion thereof, except changes required by GAAP or Applicable Law;
 (g) abandonment, disposition, lapse, termination, assignment, sale, lease, license, or transfer of any Owned Intellectual Property that is or was material to the Business or the Purchased Subsidiary, individually or in the aggregate (other than non-exclusive licenses granted to customers in the ordinary course of business and consistent with past practice);
 (h) except in the ordinary course of business consistent with past practice, payment or increase in the compensation, equity, severance, welfare or other benefits payable or to become payable by Seller or the Purchased Subsidiary to any present or former Business Employee or Business Independent Contractor, except as required by Applicable Law, Contract or the terms of any Business Benefit Plan in effect on the date of this Agreement;
 (i) implementation or announcement of any action that triggered, or will trigger, WARN;
 (j) acquisition or disposition by the Purchased Subsidiary of any material asset or material property (including any real property but excluding any Business Intellectual Property), other than acquisitions of equipment in the ordinary course of business consistent with past practice;
 (k) acquisition by merger or consolidation with, or by purchase of a substantial portion of the assets, stock or other Equity Interests of, or by any other manner, any business or any Person or any division thereof;
 (l) adoption of any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Applicable Law or consent to the filing of any bankruptcy petition against it under any similar Applicable Law;
 (m) (A) change in Tax elections, Tax accounting period or any method of Tax accounting, reversal of any accruals; (B) claim of a Tax refund or forgoing of a Tax refund outside the ordinary course of business where such refund will be taken into account in Closing Indebtedness; (C) request for Tax Return extensions granted outside the ordinary course of business; or (D) signing, or entry into, any voluntary disclosure (or similar) agreement with any Governmental Authority, in each case that would bind the Purchased Subsidiary after the Closing, provided , that this clause shall not apply to any Tax Returns of the Seller Group or relating to Combined Taxes; or
 (n) commencement or settlement of any Action involving an amount in excess of $100,000, against any Person or settlement of any Action.
 Section 3.08 Material Contracts (a) Section 3.08 of the Disclosure Schedule sets forth a true and correct list, as of the date of this Agreement, of the following Contracts (arranged in accordance with Section 3.08(a) ), (x) to which the Purchased Subsidiary is a party or (y) to which Seller or any of its Subsidiaries (other than the Purchased Subsidiary) is a party and which constitutes an Additional Asset:

 (i) any lease or sublease (whether of real or personal property);
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 (ii) any Contract with any Top Supplier (excluding purchase orders, sales acknowledgements, statements of work, and other similar documents) and that cannot be terminated with fewer than 120 days’ notice without payment by Seller or of its Subsidiaries of any material penalty;
 (iii) any Contract with any Top Customer (excluding purchase orders, sales acknowledgements, statements of work, and other similar documents and all Contracts substantially similar to the form master services agreement of the Business and standard variations thereof, copies of such forms having been made available to Buyer) and that cannot be terminated with fewer than 120 days’ notice without payment by Seller or any of its Subsidiaries of any material penalty;
 (iv) any Shared Contracts material to the Business, taken as a whole;
 (v) any Contract with any Governmental Authority (but excluding Contracts with public hospital systems, public universities, public research institutions, public-private partnerships, and other government-sponsored entities);
 (vi) any Contract pursuant to which Seller or any of its Subsidiaries licenses Intellectual Property Rights that are material to the Business from a third party, but excluding (A) Contracts for Standard Software, (B) Contracts with employees or contractors, (C) Contracts including a non-exclusive license or other non-exclusive rights to Intellectual Property Rights that are incidental or ancillary to the primary purpose of the Contract, and (D) confidentiality or non-disclosure agreements;
 (vii) each Contract pursuant to which the Purchased Subsidiary licenses material Business Intellectual Property Rights to a third party, other than (A) confidentiality or non-disclosure agreements, (B) non-exclusive licenses granted to customers in the ordinary course of business, (C) incidental trademark licenses, and (D) licenses granted to vendors and service providers solely to provide products and services to the Purchased Subsidiary or the Business or with respect to feedback provided by the Purchased Subsidiary, Seller, or any of its Subsidiaries;
 (viii) any power of attorney or similar grant of agency executed with respect to the Business;
 (ix) any Intercompany Agreement;
 (x) any Contract containing an express covenant that limits, in any material respect, the freedom of the Business to compete in any line of business or with any Person or in any geographic area and which would so limit the freedom of Buyer or its Subsidiaries (including, after the Closing, the Purchased Subsidiary) after the Closing Date, except with respect to any obligation or covenant to the extent it solely relates to an obligation not to use proprietary information of any third party arising under any confidentiality, non-disclosure or other agreement or contract;
 (xi) any Contract granting “most favored nation” status or similar terms (including with respect to pricing) to any Person, or any Contract providing for the grant of rights of refusal, rights of first negotiation or similar rights and/or terms to any Person, or any agreement which requires the purchase of all or substantially all of a particular service or product from a supplier or containing a minimum purchase commitment, in each case, that would apply to the activities of Buyer or its Subsidiaries (including, after the Closing, the Purchased Subsidiary) after the Closing with respect to the Business;
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 (xii) any severance, retention, change in control or other similar agreement with any Business Employee or contractor engaged to provide services to the Business that provides for the payment or provision of any cash or other compensation or benefits in connection with the consummation of the transactions contemplated by this Agreement, other than any Business Benefit Plan;
 (xiii) any settlement agreement that would impose material limitations on the operation of the Business after the Closing;
 (xiv) any Contract in respect of or evidencing indebtedness for borrowed money of the Purchased Subsidiary;
 (xv) any Contract with any Business Independent Contractor and any Non-Ordinary Course Employee Contract;
 (xvi) any (A) collective bargaining agreement or (B) Contract with any union, labor organization, works council or other employee representative of a group of employees relating to the Business;
 (xvii) any Contract for future capital expenditures in excess of $100,000;
 (xviii) any Contract under which Seller or its Subsidiary has advanced or loaned any amount to any of its directors, managers, officers or employees in connection with the Business (other than expense advances to employees in the ordinary course of business);
 (xix) any Contract relating to the sale of the tangible assets or real properties used in connection with the Business, other than in the ordinary course of business and other than sales obsolete, worn out or unused assets in the ordinary course of business; or
 (xx) any Contract relating to the acquisition of any business, a material amount of equity or assets of any other Person or any real property (whether by merger, sale of stock or other equity interests, sale of assets or otherwise), under which after the Closing, the Purchased Subsidiary would reasonably be expected to have a continuing material obligation with respect to an “earn out,” contingent purchase price, milestone or similar contingent payment.
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 (a) (i) Each Contract required to be disclosed on Section 3.08 of the Disclosure Schedule (each, a “ Material Contract ”) is in full force and effect, constitutes a legal, valid and binding obligation of Seller or its applicable Subsidiary party thereto and, to the knowledge of Seller, each other party thereto, and is enforceable against each of them in accordance with its terms, subject to the Enforceability Exceptions; (ii) neither Seller nor its applicable Subsidiary party thereto nor, to the knowledge of Seller, any other party to such Material Contract is in material breach of or material default under such Material Contract; (iii) to Seller’s knowledge, no event has occurred and no circumstance exists, in each case that (with or without notice or lapse of time or both) would constitute a material breach of or material default under, would cause or permit the termination or cancellation of, would cause any loss of benefit under, or would give rise to any right to accelerate the maturity or performance of any obligation under, such Material Contract; and (iv) neither Seller nor its applicable Subsidiary party thereto has provided to or received from any counterparty thereto any written notice regarding any actual or alleged material breach of or material default under (or of any condition which with the passage of time or the giving of notice or both would cause a material breach of or material default under) such Material Contract. Seller made available to Buyer true, correct and complete copies of all written Material Contracts (including all amendments thereto) and written descriptions of all material terms of all oral Material Contracts.
 Section 3.09 Litigation . There is no Action pending or, to the knowledge of Seller, threatened (i) against the Purchased Subsidiary or otherwise in respect of the Business (including against Seller or any of its Subsidiaries with respect to the Business), or (ii) that challenges or seeks to prevent, enjoin or otherwise delay the transactions contemplated by this Agreement. There is no Order outstanding, unsatisfied judgment, penalty or award against or applicable to the Business (including against Seller or any of its Subsidiaries with respect to the Business) that is reasonably expected, individually or in the aggregate, to be material to the Business, taken as a whole.

 Section 3.10 Compliance with Laws . The Business is being, and since the Lookback Date has been, conducted in compliance in all material respects with all Applicable Laws and all Orders applicable to the Business. Seller is, and since the Lookback Date has been, in compliance in all material respects with all Applicable Laws applicable to its ownership of the Interests. Since the Lookback Date, Seller has not received written or, to the knowledge of Seller, other notice that Seller is not in compliance in all material respects with any Applicable Laws or Orders with respect to the Business, except as would not reasonably be expected, individually or in the aggregate, to have a material effect on the Business, taken as a whole.

 Section 3.11 Properties; Liens .
 (a) Seller and its Subsidiaries do not own or lease any real property that is primarily related to the Business. The Purchased Subsidiary does not own, and has never owned any real property and does not lease any real property.
 (b) Subject to any adjustments resulting from the Pre-Closing Reorganization (including the transfer and assignment of the Additional Assets to the Purchased Subsidiary), Seller and each of its Subsidiaries has good and valid title to, or a valid leasehold or other contractual interest in, all assets and properties (including the Additional Assets) used or held for use in the Business, including all such personal property reflected on the Balance Sheet (other than assets sold or otherwise disposed of in the ordinary course of business since the Balance Sheet Date), in each case free and clear of all Liens other than Permitted Liens.
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 (c) All of the physical assets of Seller and its Subsidiaries that are held or employed for use in, or related to, the operation or conduct of the Business are in reasonably good operating condition and repair, subject to normal wear and maintenance, are usable in the ordinary course of business and conform in all material respects to applicable Laws and all Permits issued relating to their use and operation.
 (d) No material asset or property owned by the Purchased Subsidiary prior to the Pre-Closing Reorganization, or Additional Asset, is subject to any Lien, except for:
 (i) Liens disclosed in Section 3.11(d) of the Disclosure Schedule;
 (ii) Liens for Taxes, assessments and similar charges that are not yet due and payable, or, if due, not delinquent or that are being contested in good faith through appropriate proceedings, provided an adequate reserve, determined in accordance with GAAP, has been established therefor;
 (iii) Landlord’s, mechanic’s, materialman’s, carrier’s, repairer’s, worker’s, warehouseman’s and other similar Liens arising or incurred in the ordinary course of business or that are not yet due and payable, or, if due, not delinquent or that are being contested in good faith through appropriate proceedings, provided an adequate reserve, determined in accordance with GAAP, has been established therefor;
 (iv) Liens constituting licenses or sublicenses in respect of non-exclusive licenses of Intellectual Property Rights granted in the ordinary course of business; and
 (v) Liens which will be extinguished and released in full as of the Closing (including Liens under the Existing Credit Facility) ( clauses (i) – (v) of this Section 3.11(d) are, collectively, the “ Permitted Liens ”).
 Section 3.12 Intellectual Property .

 (a) Section 3.12(a) of the Disclosure Schedule contains a list of (i) each item of Registered Intellectual Property which is also Business Intellectual Property Rights; (ii) the jurisdiction in which each such item of Registered Intellectual Property has been registered or filed; (iii) the application and registration date thereof; (iv) the application and registration number thereof; (v) for each such item of Registered Intellectual Property that is a domain name, information about the domain name registrar with which such domain name has been registered or filed; and (vi) the name of the owner of record and of any other Person that has an ownership interest in any such item of Registered Intellectual Property and the nature of such ownership interest. Each such item of Registered Intellectual Property is subsisting and, to the knowledge of Seller, valid and, excluding pending applications, enforceable. Section 3.12(a) of the Disclosure Schedule also identifies all material common law Trademarks in each case used or held for use in the operation or conduct of the Business as it is currently conducted.
 (b) Seller has made available to Buyer a complete and accurate copy of each standard form of (i) agreement with any Business Employee containing any assignment of Business Intellectual Property Rights or any confidentiality provision; (ii) agreement with any consultant for Seller or its Subsidiary in connection with the Business containing any assignment of Business Intellectual Property Rights.
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 (c) Seller and its Subsidiaries exclusively own (and after giving effect to the Pre-Closing Reorganization, the Purchased Subsidiary, as of the Closing Date, will exclusively own) all right, title and interest to and in the Business Intellectual Property, free and clear of any Liens (other than Permitted Liens). All Business Intellectual Property will be fully transferable, alienable and licensable by the Purchased Subsidiary following the Closing Date without restriction and without payment of any kind to any Person in the same manner and to the same extent as immediately prior to the Closing Date. Neither Seller nor any of its Subsidiaries has granted any exclusive license of or exclusive right to material Business Intellectual Property Rights.
 (d) Each Person who has contributed to the development of any material Business Intellectual Property Rights has signed an agreement that assigns exclusive ownership of such Intellectual Property Right to Seller or its Subsidiary (or, in the case of any consultant who provided services to Seller or its Subsidiary through an entity, to such entity who in turn assigned all such rights to Seller or tis Subsidiary) and obligates each such Person to customary confidentiality and non-disclosure provisions. Seller and its Subsidiaries have taken all reasonable steps to maintain the confidentiality of and otherwise protect and enforce its rights in all material proprietary information and trade secrets that are also Owned Intellectual Property.
 (e) Neither Seller nor any of its Subsidiaries has disclosed or distributed any source code for any Software included in Business Intellectual Property Rights to any Person who was not bound by obligations to maintain the confidentiality of such source code. No event has occurred, and no circumstance or condition exists, in each case that (with or without notice or lapse of time) will, or would reasonably be expected to, result in the delivery, license, or disclosure of any source code for any Software included in Business Intellectual Property Rights to any Person who does not have a need to view such source code in order t…