AMENDMENT NO. 1 TO CONTROLLED COMPANY AGREEMENT
AMENDMENT NO. 1 TO
This AMENDMENT NO. 1 TO CONTROLLED COMPANY AGREEMENT (the “Amendment”) is entered into as of May 16, 2023 to amend that Controlled Company Agreement dated as of October 20, 2021 (the “Controlled Company Agreement”), by and among the parties listed on the signature pages thereto, and shall be effective as of the Effective Date (as defined below). Capitalized terms not otherwise defined herein shall have the meanings ascribed in the Controlled Company Agreement.
WHEREAS, in connection with the consummation by Issuer of a Restructuring, the Issuer and Stockholders agreed to enter into the Controlled Company Agreement to govern certain of their rights, duties and obligations with respect to their ownership of Shares after consummation of the Restructuring.
WHEREAS, Xxxx X. Xxxx, the Trustee of the Xxxx X. Xxxx Living Trust dated January 25, 2011, a Restricted Stockholder, has elected to terminate his employment, service and association with RCP Advisors 2, LLC and RCP Advisors 3, LLC effective as of May 15, 2023 (the “Effective Date”), and in connection therewith, desires to be released from the rights, duties and obligations under the Controlled Company Agreement as a Restricted Stockholder.
WHEREAS, pursuant to Section 4.1 of the Controlled Company Agreement, each of the parties to the Controlled Company Agreement are entering into this Amendment to amend the Controlled Company Agreement to remove the Xxxx X. Xxxx Living Trust dated January 25, 2011 as a Restricted Stockholder on and after the Effective Date.
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged the parties mutually agree as follows:
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IN WITNESS WHEREOF, each of the undersigned has executed this Agreement or caused this Agreement to be executed on its behalf as of the date first written above.
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ISSUER: |
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By: |
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/s/ Xxxxxx Xxxxxxxx |
Name: Xxxxxx Xxxxxxxx |
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Title: CFO |
[Signature Page to Amendment No. 1 to Controlled Company Agreement]
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Xxxx X. Xxxx Living Trust dated January 25, 2011 |
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By: |
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/s/ Xxxx X. Xxxx |
Name: Xxxx X. Xxxx |
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Its: Trustee |
[Signature Page to Amendment No. 1 to Controlled Company Agreement]
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210 Stockholders: |
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210/P10 ACQUISITION PARTNERS, LLC |
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By: Its:
By: Its: |
210 Capital, LLC Sole Member
Covenant RHA Partners, L.P. Member |
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By: |
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/s/ Xxxxxx Xxxxxx |
Name: Xxxxxx Xxxxxx |
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Its: Authorized Signatory |
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By: Its: |
CCW/LAW Holdings, LLC Member |
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By: |
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/s/ X. Xxxxx Xxxx |
Name: X. Xxxxx Xxxx |
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Its: Authorized Signatory
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[Signature Page to Amendment No. 1 to Controlled Company Agreement]
4882-6473-8657.3
RCP Stockholders: |
/s/ Xxxxx XxXxx
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Xxxxx XxXxx |
/s/ Xxxxxxxxx Xxxxx |
Xxxxxxxxx Xxxxx
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/s/ Xxxxxxx Xxxxxxxxx |
Xxxxxxx Xxxxxxxxx |
/s/ Xxxxxx Xxxxxx |
Xxxxxx Xxxxxx |
/s/ Xxxx Xxxxxxxxxxx |
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Xxxx Xxxxxxxxxxx |
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Xxxxxx X. Xxxxx, Xx. Revocable Living Trust dated March 10, 2003, as amended |
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By: |
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/s/ Xxxxxx X. Xxxxx, Xx. |
Name: Xxxxxx X. Xxxxx, Xx. |
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Its: Trustee |
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[Signature Page to Amendment No. 1 to Controlled Company Agreement]
4882-6473-8657.3
RCP Stockholders (continued):
Xxxxxxx X. Xxxxxxx Trust dated January 16, 2001 |
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By: |
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/s/ Xxxxxxx X. Xxxxxxx |
Name: Xxxxxxx X. Xxxxxxx |
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Its: Trustee |
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Xxx X. Xxxxxxxx Revocable Trust dated December 1, 2008 |
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By: |
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/s/ Xxx X/ Xxxxxxxx |
Name: Xxx X. Xxxxxxxx |
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Its: Trustee |
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Xxxxxx Family LLC |
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By: |
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/s/ Xxxxxxx X. Xxxxxx |
Name: Xxxxxxx X. Xxxxxx |
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Its: General Partner
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[Signature Page to Amendment No. 1 to Controlled Company Agreement]
4882-6473-8657.3
TrueBridge Stockholders:
TrueBridge Colonial Fund, u/a dated 11/15/2015 |
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By: |
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/s/ Xxxxx Xxxxxx |
Name: Xxxxx Xxxxxx |
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Its: |
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Xxx Xxxxxxxx Irrevocable Trust u/a/d August 12, 2015 By: Alliance Trust Company, its Trustee |
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By: |
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/s/ Xxx Xxxxxxxx |
Name: Xxx Xxxxxxxx |
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Its: |
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TrueBridge Ascent LLC |
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By: |
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/s/ Xxxxx Xxxxxx |
Name: Xxxxx Xxxxxx |
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Its: XX |
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XXX Management Co. |
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By: |
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/s/ Xxx X. Xxxxxxxx |
Name: Xxx X. Xxxxxxxx |
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Its: Manager |
[Signature Page to Amendment No. 1 to Controlled Company Agreement]
4882-6473-8657.3