Form 8-K

8-K — SYSCO CORP

Accession: 0000950142-26-000922

Filed: 2026-03-30

Period: 2026-03-30

CIK: 0000096021

SIC: 5140 (WHOLESALE-GROCERIES & RELATED PRODUCTS)

Item: Entry into a Material Definitive Agreement

Item: Financial Statements and Exhibits

Documents

8-K — eh260755710_8k.htm (Primary)

EX-2.1 — EXHIBIT 2.1 (eh260755710_ex0201.htm)

EX-10.1 — EXHIBIT 10.1 (eh260755710_ex1001.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: eh260755710_8k.htm · Sequence: 1

FORM 8-K

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2026-03-30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

March 30, 2026

Sysco Corporation

(Exact name of registrant as specified in its charter)

Delaware

1-06544

74-1648137

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1390 Enclave Parkway, Houston, TX 77077-2099

(Address of principal executive office) (Zip Code)

Registrant’s telephone number, including area

code: (281) 584-1390

N/A

(Former name or former address, if changed since

last report)

Check the appropriate box below if this Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.

below):

☒

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $1.00 Par Value

SYY

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth

company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities

Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

Merger Agreement

On March 30, 2026, Sysco Corporation, a Delaware

corporation (“Sysco”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with

JRD Unico, Inc., a Delaware corporation (“JRD”), Warehouse Realty, LLC, a Delaware limited liability company (“Warehouse

Realty”, together with JRD, known as “Jetro Restaurant Depot”), New Slider Holdco, Inc., a Delaware corporation

and a wholly owned subsidiary of Sysco (“HoldCo”), Slider Merger Sub 1, Inc., a Delaware corporation and a wholly

owned subsidiary of HoldCo (“Merger Sub 1”), Slider Merger Sub 2, Inc., a Delaware corporation and a wholly owned

subsidiary of HoldCo (“Merger Sub 2”), Slider Merger Sub 3, LLC, a Delaware limited liability company and a wholly

owned subsidiary of HoldCo (“Merger Sub 3”), and a holder representative (the “Holder Representative”),

solely in its capacity as the initial Holder Representative (as defined in the Merger Agreement).

The Merger Agreement provides that, subject to the terms and conditions

set forth therein, Sysco will acquire JRD and Warehouse Realty in a cash and stock transaction through: the merger of Merger Sub 1 with

and into Sysco with Sysco surviving (“Sysco Merger”), the merger of Merger Sub 2 with and into JRD, with JRD surviving

(the “OpCo Merger”), and the merger of Merger Sub 3 with and into Warehouse Realty, with Warehouse Realty surviving

(the “PropCo Merger”, and collectively with the OpCo Merger and Sysco Merger, the “Mergers”). The

board of directors of Sysco has unanimously approved the Merger Agreement.

Pursuant to the Merger Agreement, as of the effective time of the

Sysco Merger, each issued and outstanding share of common stock of Sysco, par value $1.00 per share shall be converted into the right

to receive one share of common stock of HoldCo, par value $1.00 per share (“HoldCo Common Stock”). Upon completion

of the Mergers, HoldCo Common Stock is expected to be listed for trading on the New York Stock Exchange under Sysco’s current symbol,

“SYY”.

The aggregate purchase price paid by Sysco will consist of $21.6

billion in cash, subject to customary adjustments, and 91.5 million shares of HoldCo Common Stock (the “Common Stock Consideration”).

After giving effect to the Mergers, JRD’s and Warehouse Realty’s

equityholders are expected to hold approximately 16% of the outstanding HoldCo Common Stock in the aggregate.

The completion of the Mergers is subject to customary conditions,

including, without limitation, (1) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust

Improvements Act of 1976, as amended, (2) the absence of any law or injunction that prohibits the consummation of the transactions contemplated

by the Merger Agreement, (3) the Form S-4 relating to the issuance of HoldCo Common Stock being declared effective by the SEC, if required,

(4) the authorization for listing on the New York Stock Exchange of the HoldCo Common Stock to be issued as Common Stock Consideration,

(5) with respect to each party, (a) the accuracy of the other party’s representations and warranties, subject to specified materiality

qualifications, and (b) compliance by the other party with its covenants in the Merger Agreement in all material respects, and (6) the

receipt by each party of a customary tax opinion with respect to the Mergers.

The Merger Agreement generally requires each party to use reasonable

best efforts to obtain required regulatory approvals, subject to certain limitations set forth in the Merger Agreement. The Merger Agreement

contains certain termination rights, including the right of either party to terminate the Merger Agreement if the Merger has not occurred

by September 30, 2027, subject to one automatic extension for six months (in certain circumstances to obtain required regulatory approval).

If the Merger Agreement is terminated due to a failure to obtain required antitrust approvals, in certain circumstances Sysco will be

required to pay Holder Representative a termination fee of $1.164 billion.

The Merger Agreement contains customary representations and warranties

of Sysco, HoldCo, JRD, Warehouse Realty and the Merger Subs. Additionally, the Merger Agreement provides for customary pre-closing covenants

Sysco, HoldCo, the Merger Subs, JRD, and Warehouse Realty, including

covenants requiring each party to conduct its respective business in the ordinary course and refrain from taking certain specified actions

without the other party’s consent during the pendency of the Mergers, in each case, subject to specified exceptions.

The Merger Agreement provides that, during the period from the date

of the Merger Agreement until the effective time of the OpCo Merger, each of JRD and Warehouse Realty will be subject to certain restrictions

on its ability to solicit alternative acquisition proposals from third parties, to provide non-public information to third parties and

to engage in discussions with third parties regarding competing proposals.

The foregoing description of the Merger Agreement does not purport

to be complete and is qualified in its entirety by reference to the Merger Agreement, which is attached hereto as Exhibit 2.1 and incorporated

by reference herein.

The Merger Agreement has been included as an exhibit hereto solely

to provide investors and security holders with information regarding its terms. It is not intended to be a source of financial, business

or operational information about Sysco, HoldCo, JRD, Warehouse Realty or their respective subsidiaries or affiliates. The representations,

warranties and covenants contained in the Merger Agreement are made only for purposes of the Merger Agreement and are made as of specific

dates; are solely for the benefit of the parties; may be subject to qualifications and limitations agreed upon by the parties in connection

with negotiating the terms of the Merger Agreement, including being qualified by confidential disclosures made for the purpose of allocating

contractual risk between the parties rather than establishing matters as facts; and may be subject to standards of materiality applicable

to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not

rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or

condition of Sysco, HoldCo, JRD, Warehouse Realty or their respective subsidiaries or affiliates. Moreover, information concerning the

subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information

may or may not be fully reflected in public disclosures.

Stockholders Agreement

Concurrently with entering into the Merger Agreement, HoldCo entered

into a stockholders agreement (the “Stockholders Agreement”) with the majority stockholder of Jetro Restaurant Depot

(the “Majority JRD Holder”), certain funds affiliated with Leonard Green & Partners, L.P. (“LGP”),

certain affiliates of Abu Dhabi Investment Authority (“PF”) and certain other parties thereto. The Stockholders Agreement

sets forth certain governance arrangements and contains various provisions relating to, among other things, board representation, the

acquisition of additional equity interests in HoldCo, transfer restrictions, voting arrangements, and registration rights.

Pursuant to the Stockholders Agreement, the Majority JRD Holder

will be entitled to designate two directors for nomination to HoldCo’s board of directors if they beneficially own at least 8% of

the outstanding shares of the HoldCo Common Stock, or one director if they beneficially own at least 5% of the outstanding shares of HoldCo

Common Stock, in each case subject to certain qualification requirements for such directors.

For as long as the Majority JRD Holder has the right to

designate a director, the Majority JRD Holder will be required to vote its shares of HoldCo Common Stock in favor of the nomination

of directors of HoldCo nominated by the HoldCo board and any Holdco board proposal to adopt or amend a HoldCo equity compensation plan, any

“say-on-pay” proposal, any “say-on-frequency” proposal or any “say-on-golden-parachute”

proposal, and against any stockholder actions proposed by activists or stockholder proposals that the HoldCo board recommends

against (excluding certain matters). The initial directors that will be appointed by the Majority JRD Holder will be Sir Bradley Fried and Stanley

Fleishman.

The Stockholders Agreement generally restricts (a) any transfers by the

Majority JRD Holder of shares of HoldCo Common Stock received in the Mergers for an initial period of 18 months, with 50% of such shares

released from the lock-up after 18-months, and the remaining 50% of such shares released from the lock-up after 24 months, and (b) any

transfers by LGP and PF of shares of HoldCo Common Stock received in the Mergers for 6 months, in each case, with certain limited exceptions.

Following the applicable lock-up period, each of Majority JRD Holder and

LGP, to the extent they hold Registrable Securities

(as defined in the Stockholders Agreement) will be granted customary registration rights.

The Stockholders Agreement contains a customary standstill provision

applicable to the Majority JRD Holder and certain other individuals, which is effective until the Majority JRD Holder no longer has any

rights to designate directors on the HoldCo board. Additionally, the Majority JRD Holder and certain other individuals have agreed to

certain non-competition and non-solicitation provisions, each effective until three years after the closing of the Mergers. HoldCo, on

the one hand, and the Majority JRD Holder, such individuals and LGP, on the other hand, have agreed to certain mutual non-disparagement

provisions, effective for the duration of the standstill.

The Stockholders Agreement will terminate with respect to each stockholder

party thereto on the first date that it no longer holds any shares of HoldCo Common Stock or Registrable Securities.

The foregoing description of the Stockholders

Agreement does not purport to be complete and is qualified in its entirety by reference to the Stockholders Agreement, which is attached

hereto as Exhibit 10.1 and incorporated by reference herein.

Employee Stockholder Letter Agreements

Concurrently with entering into the Merger Agreement, HoldCo and

each of the equityholders of JRD and Warehouse Realty who are employees of Jetro Restaurant Depot entered into a letter agreement (the

“Letter Agreements”). The employee stockholders have agreed to certain non-competition, non-solicitation and non-disparagement

provisions, each generally on the same terms as the Majority JRD Holder and certain other individuals and effective until three years

after the closing of the Mergers.

Commitment Letter

The cash portion of the purchase price, as well as any refinancing

of Jetro Restaurant Depot’s indebtedness, is expected to be financed with a combination of $21 billion of new debt and hybrid debt,

and $1 billion of cash on hand, equity or equity-linked securities. Sysco executed a commitment letter, dated March 30, 2026, with Goldman

Sachs Bank USA, Goldman Sachs Lending Partners LLC, The Toronto-Dominion Bank, New York Branch and TD Securities (USA) LLC, that provides

a commitment, subject to satisfaction of standard conditions, for a $22 billion senior unsecured 364-day bridge loan facility. Sysco intends

to use the proceeds of this financing to fund the cash portion of the purchase price and to refinance, repay or redeem certain of Jetro

Restaurant Depot’s outstanding indebtedness and pay related fees and expenses.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

2.1*

Agreement and Plan of Merger, dated as of March 30, 2026, by and among Sysco Corporation, JRD Unico, Inc., Warehouse Realty, LLC, New Slider Holdco, Inc., Slider Merger Sub 1, Inc., Slider Merger Sub 2, Inc., Slider Merger Sub 3, LLC, and Holder Representative

10.1*

Stockholders Agreement, dated as of March 30, 2026, by and among New Slider Holdco, Inc and certain other parties thereto

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain portions of this exhibit have been redacted pursuant to Item 601(b)(2)(ii) and Item 601(b)(10)(iv) of Regulation S-K, as applicable. The Company agrees to furnish supplementally an unredacted copy of the exhibit to the Commission upon its request. Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon its request.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K contains “forward-looking

statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended

(the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended. Words such as “expects,”

“believes,” “anticipates,” “forecasts,” “intends,” “seeks,” “aims,”

“plans,” “assumes,” “estimates,” “projects,” “should,” “would,”

“could,” “may,” “will,” “shall” or variations of such words are generally part of forward-looking

statements. Forward-looking statements are not historical facts. They are made based on management’s current expectations and beliefs

concerning future developments and their potential effects upon Sysco and its consolidated subsidiaries. Forward-looking statements by

their nature address matters that are, to different degrees, uncertain, such as statements about the expected timing and completion of

the proposed transaction, the anticipated benefits of the proposed transaction (including synergies), and plans and expectations for the

combined company, including regarding its results of operations and financial conditions, leadership composition, share repurchases, dividend

level, credit ratings and leverage ratio, as well as statements regarding Sysco’s future financial performance and results, including

its expectations regarding its future growth, including growth in sales and earnings per share, and other statements that are not historical

facts. All such forward-looking statements are not a guarantee of future performance and are based upon current plans, estimates, expectations

and ambitions that are subject to risks, uncertainties and assumptions, many of which are beyond the control of the parties, that could

cause actual results to differ materially from those expressed in such forward-looking statements. Key factors that could cause actual

results to differ materially include, but are not limited to: the occurrence of any event, change or other circumstances that could give

rise to the right of either or both parties to terminate the merger agreement; the risk that regulatory approvals may not be obtained

or other closing conditions may not be satisfied in a timely manner or at all, as well as the risk that regulatory approvals are obtained

subject to conditions that are not anticipated; the risk of other delays in closing the transaction; the possibility that any of the anticipated

benefits and projected synergies of the transaction will not be realized or will not be realized within the expected time period; unforeseen

or unknown liabilities; Sysco’s ability to raise debt on favorable terms or at all; risks related to business disruptions from the

proposed transaction that may harm the business or current plans and operations of either or both parties, including disruption of management

time from ongoing business operations; credit ratings decline of the combined company following the proposed transaction; the outcome

of any legal proceedings that may be instituted against New Slider Holdco, Inc., Sysco or their directors; risks related to difficulties,

inabilities or delays in integrating the parties’ businesses; the risk that the proposed transaction and its announcement could

have an adverse effect on the market price of the common stock of Sysco; the risk that the proposed transaction and its announcement could

have an adverse effect on the ability of either or both parties to retain and hire key personnel or maintain business, contractual or

operational relationships, on the parties’ operating results and businesses generally; certain restrictions during the pendency

of the transaction that may impact Sysco’s and Jetro Restaurant Depot’s ability to pursue certain business opportunities or

strategic transactions; and the effects of industry, market, economic, political or regulatory conditions outside of the parties’

control, as well as the impact of geopolitical, economic and market conditions and developments, including changes in global trade policies

and tariffs; risks related to Sysco’s business initiatives; periods of significant or prolonged inflation or deflation and their

impact on Sysco’s product costs and profitability generally; risks related to Sysco’s efforts to implement its transformation

initiatives and meet its other long-term strategic objectives; risk of interruption of supplies and increase in product costs; risks related

to changes in consumer eating habits; and the impact of natural disasters or adverse weather conditions, public health crises, adverse

publicity or lack of confidence in Sysco’s products, and product liability claims. Should one or more of these risks or uncertainties

materialize, or underlying assumptions prove incorrect, actual results may vary materially from those indicated in these forward-looking

statements. Therefore, you should not place undue reliance on any of the forward-looking statements contained herein. For more information

on these risks and other concerning factors that could cause actual results to differ from those expressed or forecasted, see Sysco’s

Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and other filings with the U.S. Securities and Exchange Commission (the

“SEC”). Any forward-looking statement speaks only as of the date on which it is made, and we undertake no obligation to update

or revise any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect

the occurrence of unanticipated events, except as otherwise may be required by law.

IMPORTANT INFORMATION REGARDING THE TRANSACTION

AND WHERE TO FIND IT

In connection with the proposed transaction,

Sysco may cause New Slider Holdco, Inc. to file with the SEC a registration statement on Form S-4 that will include a prospectus of New

Slider Holdco, Inc. (the “prospectus”). After the registration statement has been declared effective, Sysco will mail the

prospectus to its stockholders. BEFORE MAKING ANY INVESTMENT DECISION INVESTORS AND SECURITY HOLDERS OF SYSCO ARE URGED TO READ THE PROSPECTUS

REGARDING THE PROPOSED TRANSACTION AND ANY OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY

WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders

may obtain free copies of the prospectus, any amendments or supplements thereto and other documents containing important information

about Sysco, once such documents are filed with the SEC, through the website maintained by the SEC at www.sec.gov.

Copies of the documents filed with the SEC by

Sysco will be available free of charge under the “Investors” section of Sysco’s website located at investors.sysco.com.

NO OFFER OR SOLICITATION

This Current Report on Form 8-K is not intended

and does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval,

nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration

or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus

meeting the requirements of Section 10 of the Securities Act.

SIGNATURES

Pursuant to the requirements of the Securities

Exchange Act of 1934, Sysco Corporation has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Sysco Corporation

Date: March 30, 2026

By:

/s/ Andrew Wurdack

Andrew Wurdack

Vice President, Securities and Corporate Governance & Assistant Secretary

EX-2.1 — EXHIBIT 2.1

EX-2.1

Filename: eh260755710_ex0201.htm · Sequence: 2

EXHIBIT 2.1

EXECUTION VERSION

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE

IT IS (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS MARKED WITH

A [***]. CERTAIN SCHEDULES OR SIMILAR ATTACHMENTS HAVE BEEN OMITTED FROM THIS EXHIBIT IN ACCORDANCE WITH ITEM 601(a)(5) of REGULATION

S-K.

AGREEMENT AND PLAN OF MERGER

among

JRD UNICO, INC.,

WAREHOUSE REALTY, LLC,

SYSCO CORPORATION,

NEW SLIDER HOLDCO, INC.,

SLIDER MERGER SUB 1, INC.,

SLIDER MERGER SUB 2, INC.,

SLIDER MERGER SUB 3, LLC,

and

KI ATLANTIC HOLDINGS LIMITED

Dated as of March 30, 2026

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS

Section 1.1

Definitions

ARTICLE II MERGERS

Section 2.1

Mergers

Section 2.2

Closing

Section 2.3

Effective Times

Section 2.4

Effects of the Mergers

Section 2.5

Organizational Documents

Section 2.6

Directors and Officers

Section 2.7

Effect on Equity Interests

Section 2.8

Capitalization Schedule

Section 2.9

Maverick OpCo Holders and Maverick PropCo Holders

Section 2.10

Payment of Merger Consideration

Section 2.11

Calculation of Cash Consideration

Section 2.12

Adjustment of Purchase Price

Section 2.13

Adjustment Escrow Accounts

Section 2.14

Withholding

Section 2.15

Certain Adjustments

Section 2.16

Certain Payments

Section 2.17

Holder Representative

ARTICLE III REPRESENTATIONS AND WARRANTIES OF THE MAVERICK TOPCOS

Section 3.1

Due Incorporation; Capitalization

Section 3.2

Due Authorization

Section 3.3

Consents and Approvals; No Violations

Section 3.4

Financial Statements; No Undisclosed Liabilities

Section 3.5

Title to Assets, etc

Section 3.6

Intellectual Property; Data Privacy

Section 3.7

Contracts

Section 3.8

Insurance

Section 3.9

Employee Benefit Plans

Section 3.10

Taxes

Section 3.11

Litigation

Section 3.12

Compliance with Laws; Regulatory Matters

Section 3.13

Product Regulatory Matters; Alcohol Regulatory Matters

Section 3.14

Environmental Matters

Section 3.15

Absence of Changes

Section 3.16

Labor Relations; Compliance

Section 3.17

Real Property

Section 3.18

Brokers and Finders

Section 3.19

Affiliate Agreements

Section 3.20

Form S-4

Section 3.21

No Additional Representations

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PARENT, NEW SLIDER HOLDCO AND MERGER SUBS

Section 4.1

Due Incorporation

Section 4.2

Capitalization

Section 4.3

Due Authorization

Section 4.4

Consents and Approvals; No Violations

Section 4.5

Brokers and Finders

Section 4.6

Operations of New Slider HoldCo and Merger Subs

Section 4.7

Parent SEC Filings

Section 4.8

Litigation

Section 4.9

Compliance with Laws

Section 4.10

Absence of Changes

Section 4.11

Financing

Section 4.12

Taxes

Section 4.13

No Vote Required

Section 4.14

Form S-4

Section 4.15

No Additional Representations

ARTICLE V COVENANTS

Section 5.1

Access to Information and Facilities

Section 5.2

Interim Operation of Maverick Business

Section 5.3

Interim Operation of Parent Business

Section 5.4

Certain Actions

Section 5.5

Efforts

Section 5.6

Certain Tax Matters

Section 5.7

Maintenance of Insurance

100

Section 5.8

Employment Matters

100

Section 5.9

Section 280G

102

Section 5.10

Public Announcements

103

Section 5.11

Indemnification of Directors and Officers

103

Section 5.12

Termination of Affiliate Agreements

106

Section 5.13

Financing

106

Section 5.14

Treatment of Certain Indebtedness

110

Section 5.15

Preparation and Filing of the Form S-4

111

Section 5.16

Requisite Maverick Approvals

113

Section 5.17

Real Property Matters

113

Section 5.18

Resignations

113

Section 5.19

NYSE Listing

114

Section 5.20

Transfer Taxes Paid

114

Section 5.21

Obligations of Parent, New Slider HoldCo and Merger Subs

114

Section 5.22

Section 16 Matters

114

Section 5.23

Maverick OpCo Licensed Stock

114

ARTICLE VI CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT, NEW SLIDER HOLDCO AND MERGER SUBS

115

Section 6.1

Accuracy of Warranties

115

Section 6.2

Compliance with Agreements and Covenants

115

Section 6.3

HSR Clearance

115

Section 6.4

No Prohibition

115

Section 6.5

Form S-4

116

Section 6.6

Listing Approval

116

Section 6.7

Tax Opinion

116

Section 6.8

Frustration of Closing Condition

116

ARTICLE VII CONDITIONS PRECEDENT TO OBLIGATIONS OF THE MAVERICK TOPCOS

116

Section 7.1

Accuracy of Warranties

116

Section 7.2

Compliance with Agreements and Covenants

117

Section 7.3

HSR Clearance

117

Section 7.4

No Prohibition

117

Section 7.5

Form S-4

117

Section 7.6

Listing Approval

117

iii

Section 7.7

Tax Opinion

117

Section 7.8

Frustration of Closing Condition

118

ARTICLE VIII TERMINATION

118

Section 8.1

Termination

118

Section 8.2

Expenses

119

Section 8.3

Effect of Termination; Termination Fee

119

Section 8.4

Specific Performance

122

ARTICLE IX MISCELLANEOUS

122

Section 9.1

Non-survival of Representations, Warranties and Covenants.

122

Section 9.2

Amendment

122

Section 9.3

Notices

122

Section 9.4

Waivers

124

Section 9.5

Counterparts

124

Section 9.6

Interpretation

124

Section 9.7

Applicable Law

124

Section 9.8

Binding Agreement

125

Section 9.9

Assignment

125

Section 9.10

Third Party Beneficiaries

125

Section 9.11

No Recourse

125

Section 9.12

Release

126

Section 9.13

Further Assurances

127

Section 9.14

Entire Understanding

127

Section 9.15

Jurisdiction of Disputes

127

Section 9.16

WAIVER OF JURY TRIAL

128

Section 9.17

Disclosure Letters

128

Section 9.18

Severability

129

Section 9.19

Construction

129

Section 9.20

Waiver of Conflicts

129

Section 9.21

Debt Financing Sources

130

Exhibits

Exhibit A - Form of Stockholders Agreement

Exhibit B - Form of Letter Agreements

Exhibit C - Balance Sheet Rules

Exhibit D-1 -Illustrative Maverick OpCo Net Working Capital

Exhibit D-2 -Illustrative Maverick PropCo Net Working Capital

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER is made as

of March 30, 2026, by and among JRD Unico, Inc., a Delaware corporation (“Maverick OpCo”), Warehouse Realty, LLC, a

Delaware limited liability company (“Maverick PropCo”, and together with Maverick OpCo, the “Maverick TopCos”),

Sysco Corporation, a Delaware corporation (“Parent”), New Slider Holdco, Inc., a Delaware corporation and wholly owned

subsidiary of Parent (“New Slider HoldCo”), Slider Merger Sub 1, Inc., a Delaware corporation and a wholly owned Subsidiary

of New Slider HoldCo (“Merger Sub 1”), Slider Merger Sub 2, Inc., a Delaware corporation and a wholly owned Subsidiary

of New Slider HoldCo (“Merger Sub 2”), Slider Merger Sub 3, LLC, a Delaware limited liability company and a wholly

owned Subsidiary of New Slider HoldCo (“Merger Sub 3”, and collectively with Merger Sub 1 and Merger Sub 2, the “Merger

Subs”), and Ki Atlantic Holdings Limited, solely in its capacity as the initial Holder Representative hereunder. Each of Parent,

New Slider HoldCo, Merger Sub 1, Merger Sub 2, and Merger Sub 3 are referred to herein individually as a “Parent Party”

and collectively as the “Parent Parties”. Certain capitalized terms used herein are defined in Article I.

W I T N E S S E T H:

WHEREAS, the parties intend that, on the terms

and subject to the conditions set forth in this Agreement and in accordance with the provisions of the General Corporation Law of the

State of Delaware, as amended from time to time (the “DGCL”), the Delaware Limited Liability Company Act, as amended

from time to time (the “DLLCA”) and other applicable laws, (a) Merger Sub 1 shall merge with and into Parent

(the “Parent Merger”) pursuant to Section 251(g) of the DGCL, with Parent being the surviving entity in the Parent

Merger and a wholly owned Subsidiary of New Slider HoldCo (the “Surviving Parent Company”), (b) immediately following

the Parent Merger, Merger Sub 2 shall merge with and into Maverick OpCo (the “OpCo Merger”), with Maverick OpCo being

the surviving entity in the OpCo Merger and a wholly owned Subsidiary of New Slider HoldCo (the “Surviving OpCo Company”),

and (c) immediately following the OpCo Merger, Merger Sub 3 shall merge with and into Maverick PropCo (the “PropCo Merger”,

and collectively with the Parent Merger and the OpCo Merger, the “Mergers”), with Maverick PropCo being the surviving

entity in the PropCo Merger and a wholly owned Subsidiary of New Slider HoldCo (the “Surviving PropCo Company”), in

each case, on the terms and subject to the conditions set forth in this Agreement;

WHEREAS, the Board of Directors of Parent (the

“Parent Board”), at a meeting duly called and held by unanimous vote, has (a) determined that this Agreement and the

transactions contemplated hereby (including the Parent Merger), are fair to, in the best interests of, and are advisable to, Parent and

its stockholders, and (b) approved and declared advisable this Agreement and the transactions contemplated hereby (the “Transactions”),

including the Parent Merger;

WHEREAS, the Board of Directors of New Slider

HoldCo has unanimously (a) determined that this Agreement and the Transactions (including the Mergers and the issuance of shares of common

stock of New Slider HoldCo, par value $1.00 per share (the “HoldCo Common Stock”)) are fair to, in the best interests

of, and advisable to, New Slider HoldCo and its sole stockholder, (b) approved and declared advisable this Agreement and the Transactions;

WHEREAS, the Board of Directors of Merger Sub

1 has unanimously (a) determined that this Agreement, the Parent Merger and the other Transactions are fair to, in the best interests

of, and advisable to, Merger Sub 1 and its sole stockholder, (b) approved and declared advisable this Agreement, the Parent Merger and

the other Transactions, (c) directed that this Agreement be submitted to the sole stockholder of Merger Sub 1 for adoption thereby and

(d) recommended that such sole stockholder adopt this Agreement and approve the Parent Merger and the other Transactions;

WHEREAS, the Board of Directors of Merger Sub

2 has (a) determined that this Agreement, the OpCo Merger and the other Transactions are fair to, in the best interests of, and advisable

to, Merger Sub 2 and its sole stockholder, (b) approved and declared advisable this Agreement, the OpCo Merger the other Transactions,

(c) directed that this Agreement be submitted to the sole stockholder of Merger Sub 2 for adoption thereby and (d) recommended that such

sole stockholder adopt this Agreement and approve the OpCo Merger and the other Transactions;

WHEREAS, the Board of Managers of Merger Sub

3 has (a) determined that this Agreement, the PropCo Merger and the other Transactions are fair to, in the best interests of, and advisable

to, Merger Sub 3 and its sole member, as applicable, (b) approved and declared advisable this Agreement, the PropCo Merger and the other

Transactions, (c) directed that this Agreement be submitted to the sole member of Merger Sub 3 for adoption thereby and (d) recommended

that such sole member adopt this Agreement and approve the PropCo Merger and the other Transactions;

WHEREAS, the Board of Directors of Maverick

OpCo has (a) determined that this Agreement, the OpCo Merger and the other Transactions are fair to, in the best interests of, and advisable

to, Maverick OpCo and the Maverick OpCo Holders, (b) approved and declared advisable this Agreement, the OpCo Merger and the other Transactions,

(c) directed that this Agreement be submitted to the Maverick OpCo Holders for adoption thereby and (d) recommended that the Maverick

OpCo Holders adopt this Agreement and approve the OpCo Merger and the other Transactions;

WHEREAS, the Board of Managers of Maverick PropCo

has (a) determined that this Agreement, the PropCo Merger and the other Transactions are fair to, in the best interests of, and advisable

to, Maverick PropCo and the Maverick PropCo Holders, (b) approved and declared advisable this Agreement, the PropCo Merger and the other

Transactions, (c) directed that this Agreement be submitted to the Maverick PropCo Holders for approval thereby and (d) recommended that

the Maverick PropCo Holders approve this Agreement and approve the PropCo Merger and the other Transactions;

WHEREAS, within twenty-four (24) hours following

the execution of this Agreement, Holder Representative shall have obtained and delivered to Parent a copy or copies of the Maverick OpCo

Holder Approval and the Maverick PropCo Holder Approval;

WHEREAS, for certain limited purposes, and subject

to the terms set forth herein, Holder Representative shall serve as a representative of the Maverick OpCo Holders and the Maverick PropCo

Holders;

WHEREAS, for U.S. federal income Tax purposes,

it is intended that (a) the Parent Merger qualify as a “reorganization” within the meaning of Section 368(a) of the Code and

the Treasury Regulations promulgated thereunder, (b) this Agreement constitute, and is hereby adopted as, a “plan of reorganization”

within the meaning of Treasury Regulations Sections 1.368-2(g) and 1.368-3(a) with respect to the Parent Merger, and (c) the Parent Merger

and the OpCo Merger will together qualify as a transaction described in Section 351(a) of the Code;

WHEREAS, in connection with the OpCo Merger,

it is intended that the shares of HoldCo Common Stock included in the Maverick OpCo Common Stock Consideration shall be issued to the

Maverick OpCo Holders in respect of and in proportion to each such Maverick OpCo Holder’s holdings of Maverick OpCo Common Stock

immediately prior to the OpCo Merger Effective Time, such that each Maverick OpCo Holder shall receive a number of shares of HoldCo Common

Stock that reflects the same proportionate interest in Maverick OpCo as such holder held immediately before the OpCo Merger, in each case,

in accordance with the Capitalization Schedule (as defined below);

WHEREAS, New Slider HoldCo, Ki Atlantic Holdings

Limited, LGP (as defined below) and PF (as defined below) have entered into a Stockholders Agreement, in the form attached hereto as Exhibit

A (the “Stockholders Agreement”), which shall become effective on the Closing Date; and

WHEREAS, Parent and certain other Maverick OpCo

Holders and Maverick PropCo Holders have entered into letter agreements, in the form attached hereto as Exhibit B (the “Letter

Agreements”), which shall become effective on the Closing Date.

NOW, THEREFORE, in consideration of the foregoing

and the mutual covenants, agreements and warranties herein contained, the parties agree as follows:

Article I

DEFINITIONS

Section 1.1

Definitions. The following terms shall have the following meanings for the purposes of this Agreement:

“280G Approval” shall have

the meaning set forth in Section 5.9.

“401(k) Plan” shall have

the meaning set forth in Section 5.8(f).

“ABC” shall have the meaning

set forth in Section 3.13(c).

“Accounting Firm” shall have

the meaning set forth in Section 2.12(b).

“Acquired Companies” means

each of Maverick OpCo, Maverick PropCo and their respective Subsidiaries.

“Acquired Companies Material Adverse

Effect” means any change, event, fact, effect or occurrence that, individually or in the aggregate, has, or would reasonably

be expected to have, a

material

adverse effect on the financial condition, business or results of operations of the Acquired Companies, taken as a whole; provided,

however, that in determining whether there has been an Acquired Companies Material Adverse Effect or whether an Acquired Companies

Material Adverse Effect has occurred, or would reasonably be expected to occur, any change, event, fact, effect or occurrence attributable

to, arising out of, or resulting from any of the following shall be disregarded: (i) general political, economic, business, industry,

credit, financial or capital market conditions in the global, international, national or regional economy (including prevailing interest

rates, inflation, deflation and commodity prices), trade wars or tariffs; (ii) changes or conditions generally affecting the industries

or markets in which the Acquired Companies operate; (iii) the taking of any action required by, or failure to take any action prohibited

by, this Agreement; (iv) the execution, delivery and announcement of this Agreement or pendency of the Mergers or other transactions

contemplated by this Agreement (including by reason of the identity of Parent or its shareholders or Affiliates, or any communication

by Parent or any of its Affiliates regarding its plans or intentions with respect to the business of any Acquired Company), including

the impact thereof on the relationships, contractual or otherwise, with any customers, employees, unions, suppliers, distributors, partners,

sales representatives, employees or others having relationships with the Acquired Companies (provided, that this clause (iv) shall

not apply to the representations and warranties set forth in Section 3.3(c) or Section 3.9(i) or in either case

the conditions set forth in Section 6.1 to the extent related thereto); (v) any action taken (or omitted to be taken) at

the express written request of or with the prior written approval of Parent; (vi) pandemics, epidemics, diseases (whether affecting humans,

plants or animals), earthquakes, tornados, hurricanes, floods and acts of God; (vii) acts of war (whether declared or not declared),

cyberattacks, data breaches, sabotage, terrorism, military actions or the escalation or worsening thereof; (viii) any change or proposed

change in applicable Law, GAAP or accounting standards (or any authoritative interpretation thereof); (ix) any labor strikes or lockouts,

labor stoppages or interruptions, or material labor disputes, or any threats of the foregoing; (x) the failure, in and of itself, of

any of the Acquired Companies to meet any internal or published projections, forecasts, estimates or predictions (it being understood

that the underlying facts giving rise or contributing to such failure may be taken into account in determining whether there has been

an Acquired Companies Material Adverse Effect if not otherwise excluded hereunder) and (xi) the matter set forth on Section 1.1(a)

of the Maverick Disclosure Letter; provided, further, that changes, events, facts, effects or occurrences set forth in

clauses (i), (ii), (vi), (vii) or (viii) may be taken into account in determining whether an Acquired Companies Material Adverse Effect

has occurred, or would reasonably be expected to occur, if and only to the extent such changes, events, facts, effects or occurrences

negatively and disproportionately adversely affect the Acquired Companies, taken as whole, relative to other companies in the industries

in which the Acquired Companies operate.

“Affiliate” means, with respect

to any specified Person, any other Person that directly or indirectly, through one or more intermediaries, Controls, is Controlled by,

or is under common Control with, such first Person. For the purposes of this Agreement, “Control” means the possession,

directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the

ownership of securities, by contract, management control, or otherwise. “Controlled” and “Controlling”

shall be construed accordingly. Notwithstanding the foregoing, for all purposes of this Agreement, in no event shall an Affiliate of either

Maverick TopCo include any “portfolio company” (as such term is customarily used

among

institutional investors) of LGP, Ki Corporation Limited, PF, or any of their respective Affiliates (other than the Maverick TopCos and

their Subsidiaries).

“Affiliate Agreement” shall

have the meaning set forth in Section 3.19.

“Aggregate Estimated Cash Merger Consideration”

means the Maverick OpCo Estimated Cash Consideration plus the Maverick PropCo Estimated Cash Consideration.

“Aggregate Merger Consideration”

means the Maverick OpCo Merger Consideration and Maverick PropCo Merger Consideration.

“Agreement” means this Agreement,

including the Maverick Disclosure Letter, the Parent Disclosure Letter and the exhibits hereto, as it and they may be amended from time

to time.

“Allocations” shall have

the meaning set forth in Section 5.6(g).

“Alternative Financing” shall

have the meaning set forth in Section 5.13(a).

“Annual Financial Statements”

shall have the meaning set forth in Section 3.4(b).

“Annual Financial Statements of Unico”

shall have the meaning set forth in Section 3.4(b).

“Anti-Corruption Laws” means

(i) the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1, et seq.), (ii) the U.K. Bribery Act of

2010, (iii) national and international Laws enacted to implement the OECD Convention on Combating Bribery of Foreign Officials in International

Business Transactions, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism

Act of 2001, and (iv) any other applicable anti-corruption Laws in each jurisdiction in which the Acquired Companies operate or to which

the Acquired Companies or any of their respective Subsidiaries are otherwise subject.

“Assets” shall have the meaning

set forth in Section 3.5.

“Audited Combined Statements of Financial

Position of Holdings” shall have the meaning set forth in Section 3.4(b).

“Audited Financial Statements of Holdings”

shall have the meaning set forth in Section 3.4(b).

“Balance Sheet Date” means

December 27, 2025.

“Balance Sheet Rules” means,

(a) the rules set forth on Exhibit C, (b) to the extent not covered in the rules set forth on Exhibit C, the accounting

principles, methods and practices used in preparing the Audited Combined Statements of Financial Position as of December 28, 2024, and

(c) to the extent not covered in the rules set forth on Exhibit C or the accounting principles, methods and practices used in preparing

the Audited Combined Statements of Financial Position

of December 28, 2024, in accordance with GAAP as of the Measurement Time. For avoidance of doubt, in the event of a conflict, clause

(a) will have priority over clauses (b) and (c), and clause (b) will have priority over clause (c).

“Benefit Plan” shall have

the meaning set forth in Section 3.9(a).

“Bonus Amounts” shall have

the meaning set forth in “Transaction Expenses.”

“Burdensome Condition” shall

have the meaning set forth in Section 5.5(e).

“Business Day” means any

day other than a Saturday, Sunday or other day on which banking institutions in the State of New York are authorized or required by law

or other action of a Governmental Authority to close.

“Capex” means growth capital

expenditures and maintenance capital expenditures.

“Capitalization Schedule”

shall have the meaning set forth in Section 2.8.

“Cash” means, without duplication,

with respect to a given Person, cash and cash equivalents (including restricted cash, cash collateral securing obligations of the Acquired

Companies, marketable securities, demand deposits, credit card receivables and short term investments) (a) less the aggregate amount

of outbound checks, drafts or wires written or issued but not yet cleared, (b) plus the aggregate amount of (x) cash in transit

(including cash in armored trucks and cash in safes) and (y) inbound checks, drafts, and wires for deposit but not yet cleared, (c) plus,

the amount of any earnest money or similar deposits any of the Acquired Companies has made in connection with contracts for the acquisition

of real property; provided, however, that Cash shall exclude Closing In-Store Cash. Notwithstanding the foregoing, the amount

of cash and cash equivalents (excluding credit card receivables) constituting “Cash” of the Acquired Companies shall

not exceed the amount set forth in Section 1.1(c)(i) of the Maverick Disclosure Letter, and the Maverick TopCos shall take the

actions set forth on Section 1.1(c)(ii) of the Maverick Disclosure Letter.

“Certificate” means a stock

certificate which, immediately prior to the OpCo Merger Effective Time, represents any Maverick OpCo Common Stock.

“Class A Maverick PropCo Holders”

shall have the meaning set forth in Section 2.8.

“Class A Maverick PropCo Interests”

shall have the meaning set forth in Section 2.7(c)(i).

“Class B Maverick PropCo Interests”

shall have the meaning set forth in Section 2.7(c)(iv).

“Clean Team Agreement” means

that certain Clean Team Agreement, dated as of October 8, 2025, between Maverick OpCo, Maverick PropCo and Parent relating to the Transactions,

as amended and supplemented.

“Closing” means the closing

of the PropCo Merger.

“Closing Date” shall have

the meaning set forth in Section 2.2(a).

“Closing In-Store Cash” means

an amount equal to the aggregate cash in the cash registers at each Leased Real Property and Owned Real Property as of the Measurement

Time.

“Closing Parent Common Stock Price”

means the volume weighted average, rounded to the nearest one tenth of a cent, of the last reported sale price of Parent Common Stock

on the New York Stock Exchange (as reported by Bloomberg L.P. or, if not reported therein, in another authoritative source mutually selected

by Parent and Holder Representative) on the last trading day immediately preceding the date of the Parent Merger Effective Time.

“Closing Statement” shall

have the meaning set forth in Section 2.12(a)(i).

“Closing Transaction Expenses”

shall have the meaning set forth in Section 2.11(c)(ii).

“Code” means the Internal

Revenue Code of 1986, as amended.

“Combined Statements of Financial Position

of Unico” shall have the meaning set forth in Section 3.4(b).

“Competing Transaction” shall

have the meaning set forth in Section 5.4.

“Competition Laws” means

all antitrust or competition Laws that may be asserted by any Governmental Authority with respect to the Mergers, and any other Laws that

are designed or intended to prohibit, restrict or regulate actions having the purpose or effect of monopolization or lessening of competition

through merger or acquisition or restraint of trade.

“Confidentiality Agreement”

means that certain confidentiality letter agreement, dated as of July 3, 2025, between Maverick OpCo, Maverick PropCo and Parent relating

to the Transactions.

“Continuing Employee” shall

have the meaning set forth in Section 5.8(a).

“Contract” shall have the

meaning set forth in Section 3.7(a).

“Creditor’s Rights”

shall have the meaning set forth in Section 3.2(a).

“Current Maverick OpCo Assets”

means the consolidated current assets of the Maverick OpCo Acquired Companies, as determined in accordance with the Balance Sheet Rules.

“Current Maverick OpCo Liabilities”

means the consolidated current liabilities of Maverick OpCo Acquired Companies, as determined in accordance with the Balance Sheet Rules.

“Current Maverick PropCo Assets”

means the consolidated current assets of the Maverick PropCo Acquired Companies, as determined in accordance with the Balance Sheet Rules.

“Current Maverick PropCo Liabilities”

means the consolidated current liabilities of Maverick PropCo Acquired Companies, as determined in accordance with the Balance Sheet Rules.

“Current Representation”

shall have the meaning set forth in Section 9.20(a).

“D&O Insurance” shall

have the meaning set forth in Section 5.11(c).

“Debt Breakage Transaction Tax Deductions”

means any credit, loss or deduction arising as a result of the payment of any premiums, make-wholes, breakage costs, prepayment penalties,

fees or other similar payment obligations or any obligations under any interest rate, currency or commodity derivatives or hedging transactions

or similar arrangements, in each case, in connection with the Transactions and to the extent such amounts are not included in Indebtedness.

“Debt Commitment Letter”

shall have the meaning set forth in Section 4.11.

“Debt Financing” shall have

the meaning set forth in Section 4.11.

“Debt Financing Agreements”

shall have the meaning set forth in Section 5.13(a).

“Debt Financing Fee Letter”

shall have the meaning set forth in Section 4.11.

“Debt Financing Sources”

means the Persons that have committed to provide or arrange the Debt Financing in connection with the transactions contemplated hereby,

including the parties to any commitment letters (including the Debt Commitment Letter), engagement letters, joinder agreements, indentures

or credit agreements entered into pursuant thereto or relating thereto, together with their respective Affiliates, and their respective

Affiliates’ officers, directors, employees, attorneys, agents and representatives and their respective permitted successors and

permitted assigns.

“Debt Payoff Letters” shall

have the meaning set forth in Section 5.14(a).

“Designated Person” shall

have the meaning set forth in Section 9.20(a).

“DGCL” shall have the meaning

set forth in the Recitals.

“Dispute” shall have the

meaning set forth in Section 2.12(b).

“DLLCA” shall have the meaning

set forth in the Recitals.

“DOJ” shall have the meaning

set forth in Section 5.5(c).

“EAU” means any award of

an earnings appreciation unit granted by any of the Acquired Companies pursuant to an earnings appreciation unit agreement, including,

for the avoidance of doubt, any stock appreciation rights.

“EAU Amounts” shall have

the meaning set forth in “Transaction Expenses.”

“Economic Sanctions” shall

have the meaning set forth in Section 3.12(d).

“Environmental Law” means

any applicable Law relating to pollution, the protection of the environment or natural resources, waste and recycling, the protection

of human health and/or safety (to the extent relating to exposure to Hazardous Substances), or otherwise relating to the Release, regulation,

sale, distribution, management, storage, treatment, or transportation of, or exposure to, Hazardous Substances.

“Equity Interests” means

(a) any shares, interests, participations or other equivalents (however designated) of capital stock of a corporation; (b) any ownership

interests in a Person other than a corporation, including membership interests, partnership interests, joint venture interests, voting

interests and beneficial interests; and (c) any warrants, options, convertible or exchangeable securities or instruments, subscriptions,

calls or other rights (including any preemptive or similar rights) to purchase or acquire any of the foregoing or otherwise entitle any

Person to share in the equity, profit, earning, losses or gains of such Person (including stock appreciation, phantom stock or interests,

profit participation or similar rights).

“ERISA” means the Employee

Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means,

with respect to the Acquired Companies, any trade or business, whether or not incorporated, that together with the Acquired Companies

would be deemed a “single employer” within the meaning of Section 414 of the Code or Section 4001(b) of ERISA or that is a

member of the same “controlled group” as the Acquired Companies pursuant to Section 4001(a)(14) of ERISA.

“Escrow Agent”

means a third-party escrow agent designated by Parent prior to Closing and reasonably acceptable to Holder Representative.

“Escrow Agreement”

means the escrow agreement to be entered into as of the Closing Date between the Escrow Agent, Parent and Holder Representative.

“Exchange Act” means the

Securities Exchange Act of 1934, as amended.

“Exchange Agent” shall have

the meaning set forth in Section 2.10(a).

“Exchange Fund” shall have

the meaning set forth in Section 2.10(a).

“Excluded Information” means,

collectively, any (A) description of all or any portion of the Debt Financing, including any such description to be included in any liquidity

or capital resources disclosure or any “description of notes”, “plan of distribution” and information customarily

provided by investment banks or their counsel or advisors in the preparation of an offering memorandum for private placements of non-convertible

debt securities pursuant to Rule 144A under the Securities Act or a registration statement and/or prospectus for a registered offering

of non-convertible debt securities, (B) risk factors relating to, or any description of, all or any component of the financing contemplated

thereby, (C) (1) any compensation discussion and analysis or other information required by Item 10, Item 402 and Item 601 of Regulation

S-K under the Securities Act or any XBRL exhibits or (2) any information regarding executive compensation or related persons related to

SEC Release Nos. 33-8732A, 34-54302A and IC-27444A, (D) other information customarily excluded from an offering memorandum for private

placements of non-convertible debt securities pursuant to Rule 144A under the Securities Act or a registration statement and/or prospectus

for a registered offering of non-convertible debt securities, (E) financial statements or other financial data (including selected financial

data) for any period earlier than JRD Unico, Inc.’s 2024 third fiscal quarter (which, for the avoidance of doubt, ended on September

28, 2024), and (F) (x) pro forma financial information or pro forma financial statements (but not, for the avoidance of doubt, historical

financial information or financial statements to the extent necessary to permit Parent to prepare all pro forma financial statements required

to be included in any offering memorandum or pursuant to Regulation S-X in any statements, forms, schedules, reports or other documents

filed or furnished by Parent with the SEC), (y) projections, risk factors or other forward-looking statements relating to all or any component

of the Debt Financing or (z) information regarding any post-Closing or pro forma cost savings, synergies, capitalization or other pro

forma adjustment desired to be incorporated into any information used in connection with the Debt Financing.

“FDA” means the U.S. Food

and Drug Administration.

“Final Allocation” shall

have the meaning set forth in Section 5.6(g).

“Final Maverick OpCo Adjustment Amount”

shall have the meaning set forth in Section 2.12(d).

“Final Maverick PropCo Adjustment Amount”

shall have the meaning set forth in Section 2.12(d).

“Financial Statements” shall

have the meaning set forth in Section 3.4(b).

“FLSA” means the Fair Labor

Standards Act of 1938, as amended.

“Form S-4” means a registration

statement on Form S-4 of New Slider HoldCo to be filed under the Securities Act relating to the issuance of HoldCo Common Stock pursuant

to the Parent Merger, if required, and any amendments or supplements thereto.

“Fraud” means actual common

law fraud under Delaware law by a Person, which involves a knowing and intentional misrepresentation or omission of a material fact with

respect

the making of (i) any representation or warranty set forth in Article III or (ii) any representation or warranty set forth

in Article IV, and, in each case, does not include any claim based on negligent misrepresentation, recklessness or any equitable

fraud or promissory fraud.

“FTC” shall have the meaning

set forth in Section 5.5(c).

“GAAP” means U.S. generally

accepted accounting principles, as consistently applied.

“Governmental Authority”

means any U.S., state, local or foreign government, any governmental, regulatory or administrative body, agency or authority, any court

or judicial authority or arbitration tribunal, whether national, federal, state or local or otherwise.

“Hazardous Substance” means

any substance, material, pollutant, contaminant or waste that is or contains asbestos, urea formaldehyde insulation, polychlorinated biphenyls,

petroleum or any petroleum-based products or constituents, radon gas, microbiological contamination, per- and polyfluoroalkyl substances,

polychlorinated biphenyls, radioactive materials, or lead or that is defined, classified or listed as “hazardous,” “toxic,”

“corrosive” or “radioactive,” or regulated under any Environmental Law.

“HoldCo Common Stock” shall

have the meaning set forth in the Recitals.

“Holder Representative” shall

have the meaning set forth in Section 2.17(a).

“Holder Representative Expenses”

shall have the meaning set forth in Section 2.17(e).

“Holder Returns” shall have

the meaning set forth in Section 5.6(c)(i).

“HSR Act” means the Hart-Scott-Rodino

Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“Indebtedness” means, with

respect to any Person, without duplication, as of the date of determination (i) all obligations of such Person for borrowed money, including

accrued or unpaid interest, whether current, short-term or long-term and whether secured or unsecured, (ii) all obligations of such Person

evidenced by bonds, loans (including equipment loans), mortgages (or deed of trust or deed to secure debt), debentures, notes or similar

instruments, (iii) all obligations of such Person issued or assumed as the deferred purchase price of assets, property, business, equipment

or services (including any potential future earn-out, contingent payments, purchase price adjustment or purchase price settlement obligations,

release of “holdback” or similar payment, but excluding trade payables of such Person incurred in the ordinary course of business

consistent with past practice), (iv) all obligations of such Person under leases that are required to be classified as capital leases

or finance leases in accordance with GAAP (as in effect from time to time), provided that, for the avoidance of doubt, obligations under

leases classified as operating leases in accordance with GAAP shall not constitute Indebtedness, (v) all Indebtedness secured by a Lien

on property or assets owned or acquired by such Person, whether or not the Indebtedness secured thereby has been assumed, (vi) all letters

of credit or performance bonds issued for the account of such Person, to the extent drawn upon, (vii) all guarantees and keepwell arrangements

of such Person of any Indebtedness of any other Person other than a wholly owned subsidiary of such Person, (viii) any liability to the

extent unfunded or underfunded with respect

any defined benefit pension, retirement, or deferred compensation plan, program, agreement or arrangement, (ix) any severance or other

termination-related payments or obligations that are due or accrued but unpaid with respect to employees terminated prior to the Closing,

and in each case of clauses (viii)–(ix), including the employer portion of any payroll, employment, social security or other similar

Taxes or similar obligations and any “tax gross-up” payments payable with respect thereto, (x) any amounts owed by any Acquired

Company to a Maverick OpCo Holder or Maverick PropCo Holder, or any of their respective Related Parties (other than in respect of compensation,

indemnification and other matters involving directors, officers and employees of the Acquired Companies), (xi) any declared but unpaid

dividends payable by Maverick OpCo or Maverick PropCo to their respective equityholders, and (xii) any accrued or unpaid interest, expense

reimbursement or expenses to the extent payable in respect of those items listed in clauses (i) through (xi) of

this definition as a result of any required repayment of such indebtedness on the Closing Date (but not any premiums, breakage costs,

make-wholes, prepayment penalties, fees or other similar payment obligations (other than with respect to the Maverick Shareholder Notes)),

and (xiii) the Tax Liability Amount. Notwithstanding the foregoing, “Indebtedness” shall not include any (A) payables incurred

in the ordinary course of business, Current Maverick OpCo Liabilities or Current Maverick PropCo Liabilities, (B) any item that would

otherwise constitute “Indebtedness” that is an obligation solely between or among the Acquired Companies, (C) any amounts

available on the Closing Date under debt instruments to the extent undrawn or uncalled, (D) undrawn letters of credit, (E) obligations

under any interest rate, currency or commodity derivatives or hedging transactions or similar arrangement, (F) any premiums, make-wholes,

breakage costs, prepayment penalties, fees or other similar payment obligations (other than with respect to the Maverick Shareholder

Notes) or (G) amounts included as Transaction Expenses.

“Indemnified Parties” shall

have the meaning set forth in Section 5.11(a).

“Intellectual Property” means

all intellectual property and similar proprietary rights, as they exist anywhere in the world, whether registered or unregistered, including

in or to, or arising under, any of the following: (a) any patents, patentable inventions and other patent rights (including any divisions,

continuations, continuations-in-part, reissues, reexaminations and interferences thereof); (b) trademarks, trade names, service marks,

trade dress, social media identifiers, taglines, brand names, logos and corporate names and all goodwill related thereto; (c) copyrights,

mask works and designs; (d) domain names, Internet addresses and other computer identifiers; (e) trade secrets, know-how, inventions,

processes, procedures, databases, confidential business information and other proprietary information and rights; and (f) computer software

programs, including all source code, object code, specifications, designs and documentation related thereto (“Software”).

“Intended Tax Treatment”

shall have the meaning set forth in Section 5.6(a)(i).

“Interim Financial Statements”

shall have the meaning set forth in Section 3.4(b).

“Interim Period” shall have

the meaning set forth in Section 5.1(a).

“IRS” means the United States

Internal Revenue Service.

“IT Systems” means all of

the following used, owned, controlled or otherwise relied on by the Acquired Companies: computers, computer systems, hardware, Software,

servers, firmware, middleware, websites, data, networks, servers, workstations, routers, hubs, switches, data communication and telecommunications

equipment and lines, and all other information technology equipment and related items of automated, computerized or Software systems,

and all associated documentation.

“Knowledge of Maverick” means

the actual knowledge of the individuals set forth on Section 1.1(d) of the Maverick Disclosure Letter.

“Knowledge of Parent” means

the actual knowledge of the individuals set forth on Section 1.1(e) of the Parent Disclosure Letter.

“Labor Laws” means any Laws

relating to employment, employment standards and practices, employment of minors, employment discrimination, workplace health and safety,

collective bargaining, labor relations (including, but not limited to, Form I-9), employment tax withholding, wages, hours, family and

medical leave and other leave of absence, workplace safety and insurance, or pay equity and proper classification as an “exempt”

versus “non-exempt” employee (within the meaning of FLSA) or as an employee versus an independent contractor.

“Latest Maverick Balance Sheet of Holdings”

shall have the meaning set forth in Section 3.4(b).

“Laws” shall have the meaning

set forth in Section 3.12(a).

“Leased Real Property” means

real property which the Acquired Companies, as of the date of this Agreement, leases, subleases or occupies as tenant, subtenant or occupant

pursuant to any Lease.

“Leases” means leases, subleases

or other occupancy agreements (together with any and all material amendments, extensions, supplements and modifications relating thereto).

“Letter Agreement” shall

have the meaning set forth in the recitals.

“Letter of Transmittal” shall

have the meaning set forth in Section 2.10(b).

“LGP” means, collectively,

Jupiter LP Coinvest LLC, Jupiter LP Side Coinvest LLC, Jupiter CEO Coinvest LLC, Jupiter Roll Holdings LLC, Green Equity Investors CF

IV-A, L.P., Green Equity Investors CF IV-C, L.P., LGP Associates CF IV, LLC, Green Equity Investors CF IV J, L.P., GEI Jupiter Holdings

J, L.P., GEI IX Jupiter Aggregator, LLC, and Green Equity Investors Side IX, L.P.

“Liabilities” shall have

the meaning set forth in Section 3.4(a).

“Liens” means liens, preemptive

rights, leases, deeds of trust, mortgages, charges, pledges, security interests, title defects, easements, rights-of-way, right of first

offer or first refusal or other third party option, encroachments or similar encumbrances, defects of title with

respect

to a property or asset; provided, however, that licenses, covenants not to sue and similar rights granted with respect to Intellectual

Property are not “Liens” as defined hereunder.

“Litigation” shall have the

meaning set forth in Section 3.11.

“Maverick Credit Agreement”

means that certain Second Amended and Restated Credit Agreement, dated as of August 30, 2023, by and among JRD HOLDINGS, LLC, a Delaware

limited liability company, as the borrower, the several banks and other financial institutions or entities from time to time parties thereto

as lenders and JPMORGAN CHASE BANK, N.A., as administrative agent (as the same has been amended, restated, amended and restated, supplemented

or otherwise modified prior to the date hereof).

“Maverick Disclosure Letter”

shall have the meaning set forth in the introductory language to Article III.

“Maverick Intellectual Property”

shall have the meaning set forth in Section 3.6(b).

“Maverick Material Contracts”

shall have the meaning set forth in Section 3.7(a).

“Maverick Mortgages” means

(i) that certain Loan Agreement dated as of December 15, 2021, by and among JMDH REAL ESTATE OF ALEXANDRIA II, LLC, a Delaware limited

liability company, and each of the other parties party thereto as borrower and CTL LENDING GROUP LLC, a Delaware limited liability company,

as the lender (as the same has been amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof),

(ii) that certain Credit Agreement, dated as of December 20, 2017, by and among the borrowers party thereto, the lenders party thereto

and CAPITAL ONE, NATIONAL ASSOCIATION, as sole lead arranger and as administrative agent (as the same has been amended, restated, amended

and restated, supplemented or otherwise modified prior to the date hereof), (iii) that certain Loan Agreement, dated as of January 27,

2021, by and among JMDH REAL ESTATE OF AUSTIN, LLC, a Delaware limited liability company, and each of the other parties party thereto

as borrower and CTL LENDING GROUP LLC, a Delaware limited liability company, as the lender (as the same has been amended, restated, amended

and restated, supplemented or otherwise modified prior to the date hereof), (iv) that certain Credit Agreement, dated as of September

30, 2016, by and among the borrowers party thereto, the lenders party thereto, and CAPITAL ONE, NATIONAL ASSOCIATION, as administrative

agent (as the same has been amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof), (v)

that certain Credit Agreement dated as of January 21, 2021 by and among JETRO MANAGEMENT AND DEVELOPMENT CORP., a New York Corporation,

as the borrower and TD BANK N.A., a national banking association, as lender (as the same has been amended, restated, amended and restated,

supplemented or otherwise modified prior to the date hereof) and (vi) that certain Credit Agreement, dated as of January 11, 2022 by and

among JMDH REAL ESTATE OF JERSEY CITY, LLC, Delaware limited liability company, RD AMERICA, LLC, a Delaware limited liability company,

and JETRO MANAGEMENT AND DEVELOPMENT CORP., a New York corporation, collectively as borrowers, and CAPITAL ONE, NATIONAL ASSOCIATION,

as lender (as the same has been amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof).

“Maverick Notes Governing Agreements”

means the 2012 Note Purchase Agreement, the 2018 Note Purchase Agreement, the 2020 Note Purchase Agreement, the 2021 Note Purchase Agreement

and the 2024 Note Purchase Agreement.

“Maverick OpCo” shall have

the meaning set forth in Preamble.

“Maverick OpCo Acquired Companies”

means Maverick OpCo and each Subsidiary of Maverick OpCo.

“Maverick OpCo Adjustment Amount”

means the Maverick OpCo Net Working Capital Adjustment, plus Maverick OpCo Closing Cash, minus Maverick OpCo Closing Indebtedness,

minus Maverick OpCo Transaction Expenses, expressed as a positive number, if positive, and as a negative number, if negative.

“Maverick OpCo Adjustment Escrow Account”

shall have the meaning set forth in Section 2.13.

“Maverick OpCo Adjustment Escrow Amount”

shall have the meaning set forth in Section 2.11(a).

“Maverick OpCo Adjustment Escrow Funds”

means, at any time, the portion of the Maverick OpCo Adjustment Escrow Amount then remaining in the Maverick OpCo Adjustment Escrow Account,

together with any interest or gains thereof so remaining.

“Maverick OpCo Cash Consideration”

shall have the meaning set forth in Section 2.11(a).

“Maverick OpCo Closing Cash”

means the aggregate amount of Cash of the Maverick OpCo Acquired Companies as of 12:01 a.m. local time in New York, New York, on the day

of Closing (the “Measurement Time”), determined in accordance with the Balance Sheet Rules. For the avoidance of doubt,

(x) Maverick OpCo Closing Cash shall not include any amount included in Maverick PropCo Closing Cash and (y) the sum of Maverick OpCo

Closing Cash plus Maverick PropCo Closing Cash shall equal 100% of the aggregate amount of Cash of the Acquired Companies as of

the Measurement Time.

“Maverick OpCo Closing Indebtedness”

means the aggregate amount of Indebtedness of the Maverick OpCo Acquired Companies as of immediately prior to the Closing, determined

in accordance with the Balance Sheet Rules. For the avoidance of doubt, (x) Maverick OpCo Closing Indebtedness shall include the aggregate

outstanding principal amount of the Maverick Shareholder Notes as of immediately prior to the Closing, (y) Maverick OpCo Closing Indebtedness

shall not include any amount included in Maverick PropCo Closing Indebtedness and (z) the sum of Maverick OpCo Closing Indebtedness plus

Maverick PropCo Closing Indebtedness shall equal 100% of the aggregate amount of Indebtedness of the Acquired Companies as of immediately

prior to the Closing.

“Maverick OpCo Common Stock”

shall have the meaning set forth in Section 3.1(b).

“Maverick OpCo Common Stock Consideration”

shall have the meaning set forth in Section 2.7(b)(i).

“Maverick OpCo Estimated Adjustment

Amount” shall have the meaning set forth in Section 2.11(c)(i)(1).

“Maverick OpCo Estimated Cash Consideration”

shall have the meaning set forth in Section 2.11(a).

“Maverick OpCo General Stock”

shall have the meaning set forth in Section 3.1(b).

“Maverick OpCo Holder Approval”

shall have the meaning set forth in Section 3.2(a).

“Maverick OpCo Holders” shall

have the meaning set forth in Section 2.8.

“Maverick OpCo Holders Adjustment Amount”

shall have the meaning set forth in Section 2.12(d)(i)(1).

“Maverick OpCo

Holders Adjustment Amount Cap” means an amount equal to the Maverick OpCo Adjustment Escrow Amount.

“Maverick OpCo Licensed Stock”

shall have the meaning set forth in Section 3.1(b).

“Maverick OpCo Merger Consideration”

shall have the meaning set forth in Section 2.7(b)(i).

“Maverick OpCo Net Working Capital”

means the Current Maverick OpCo Assets minus the Current Maverick OpCo Liabilities, as determined in accordance with the Balance

Sheet Rules, each calculated as of the Measurement Time, in each case, excluding any amounts included in Maverick OpCo Closing Cash, Maverick

OpCo Transaction Expenses and Maverick OpCo Closing Indebtedness. Exhibit D-1 sets forth an illustrative calculation of Maverick

OpCo Net Working Capital.

“Maverick OpCo Net Working Capital

Adjustment” means Maverick OpCo Net Working Capital minus -$103,200,000 (negative one hundred and three million, two hundred

thousand dollars), expressed as a positive number, if positive, and a negative number, if negative.

“Maverick OpCo Transaction Expenses”

means the Transaction Expenses of the Maverick OpCo Acquired Companies. For the avoidance of doubt, (x) Maverick OpCo Transaction Expenses

shall not include any amount in Maverick PropCo Transaction Expenses and (y) the sum of Maverick OpCo Transaction Expenses plus

Maverick PropCo Transaction Expenses shall equal 100% of the Transaction Expenses of the Acquired Companies.

“Maverick Private Placement Notes”

means (i) the 4.650% Senior Notes due 2027, governed by the note purchase agreement, dated as of April 30, 2012 (as amended, supplemented

or modified from time to time, the “2012 Note Purchase Agreement”), among JRD Holdings, LLC (“JRD Holdings”)

and the purchasers named therein, (ii) the Floating Rate Senior Notes due 2028, governed by the note purchase agreement, dated as of April

25, 2018 (as amended,

supplemented

or modified from time to time, the “2018 Note Purchase Agreement”), among JRD Holdings and the purchasers named therein,

(iii) the 2.300% Senior Notes due 2027, the 2.630% Senior Notes due 2030, the 2.300% Senior Notes due 2030, the Floating Rate Senior

Notes due 2030 and the 2.730% Senior Notes due 2032, each governed by the note purchase agreement, dated as of November 18, 2020 (as

amended, supplemented or modified from time to time, the “2020 Note Purchase Agreement”), among JRD Holdings and the

purchasers named therein, (iv) the 2.500% Senior Notes due 2029, the 2.680% Senior Notes due 2031, the 2.830% Senior Notes due 2033,

the 2.980% Senior Notes due 2036 and the Floating Rate Senior Notes due 2031, each governed by the note purchase agreement, dated as

of October 14, 2021 (as amended, supplemented or modified from time to time, the “2021 Note Purchase Agreement”),

among JRD Holdings and the purchasers named therein, and (v) the 5.300% Senior Notes due 2031, the 5.500% Senior Notes due 2034, the

5.550% Senior Notes due 2035, the 5.600% Senior Notes due 2036 and the 5.700% Senior Notes due 2039, each governed by the note purchase

agreement, dated as of November 19, 2024 (as amended, supplemented or modified from time to time, the “2024 Note Purchase Agreement”),

among JRD Holdings and the purchasers named therein.

“Maverick PropCo” shall have

the meaning set forth in Preamble.

“Maverick PropCo

Acquired Companies” means Maverick PropCo and each Subsidiary of Maverick PropCo.

“Maverick PropCo Adjustment Amount”

means the Maverick PropCo Net Working Capital Adjustment, plus Maverick PropCo Closing Cash, minus Maverick PropCo Closing

Indebtedness, minus Maverick PropCo Transaction Expenses, expressed as a positive number, if positive, and as a negative number,

if negative.

“Maverick PropCo Adjustment Escrow

Account” shall have the meaning set forth in Section 2.13.

“Maverick PropCo Adjustment Escrow

Amount” shall have the meaning set forth in Section 2.11(b).

“Maverick PropCo Adjustment Escrow

Funds” means, at any time, the portion of the Maverick PropCo Adjustment Escrow Amount then remaining in the Maverick PropCo

Adjustment Escrow Account, together with any interest or gains thereon so remaining.

“Maverick PropCo Cash Consideration”

shall have the meaning set forth in Section 2.11(b).

“Maverick PropCo Closing Cash”

means the aggregate amount of all Cash of the Maverick PropCo Acquired Companies as of the Measurement Time, determined in accordance

with the Balance Sheet Rules. For the avoidance of doubt, (x) Maverick PropCo Closing Cash shall not include any amount included in Maverick

OpCo Closing Cash and (y) the sum of

Maverick

PropCo Closing Cash plus Maverick OpCo Closing Cash shall equal 100% of the aggregate amount of Cash of the Acquired Companies

as of the Measurement Time.

“Maverick PropCo Closing Indebtedness”

means the aggregate amount of Indebtedness of the Maverick PropCo Acquired Companies as of immediately prior to the Closing, determined

in accordance with the Balance Sheet Rules. For the avoidance of doubt, (x) Maverick PropCo Closing Indebtedness shall not include any

amount included in Maverick OpCo Closing Indebtedness and (y) the sum of Maverick PropCo Closing Indebtedness, plus Maverick OpCo

Closing Indebtedness shall equal 100% of the aggregate amount of Indebtedness of the Acquired Companies as of immediately prior to the

Closing.

“Maverick PropCo Estimated Adjustment

Amount” shall have the meaning set forth in Section 2.11(c)(i)(2).

“Maverick PropCo Estimated Cash Consideration”

shall have the meaning set forth in Section 2.11(b).

“Maverick PropCo Holders”

means the holders of Class A Maverick PropCo Interests and Class B Maverick PropCo Interests.

“Maverick PropCo Holder Approval”

shall have the meaning set forth in Section 3.2(a).

“Maverick PropCo Holders Adjustment

Amount” shall have the meaning set forth in Section 2.12(d)(ii)(1).

“Maverick PropCo Holders Adjustment

Amount Cap” means an amount equal to the Maverick PropCo Adjustment Escrow Amount.

“Maverick PropCo Interests”

means, collectively, the Class A Maverick PropCo Interests and the Class B Maverick PropCo Interests.

“Maverick PropCo Merger Consideration”

shall have the meaning set forth in Section 2.7(c)(i).

“Maverick PropCo Net Working Capital”

means the Current Maverick PropCo Assets minus the Current Maverick PropCo Liabilities, as determined in accordance with the Balance

Sheet Rules, each calculated as of the Measurement Time, in each case, excluding any amounts included in Maverick PropCo Closing Cash,

Maverick PropCo Transaction Expenses and Maverick PropCo Closing Indebtedness. Exhibit D-2 sets forth an illustrative calculation

of Maverick PropCo Net Working Capital.

“Maverick PropCo Net Working Capital

Adjustment” means Maverick PropCo Net Working Capital minus -$400,000 (negative four hundred thousand dollars), expressed as

a positive number, if positive, and a negative number, if negative.

“Maverick PropCo Tax Consideration”

shall have the meaning set forth in Section 5.6(g).

“Maverick PropCo Transaction Expenses”

means the Transaction Expenses of the Maverick PropCo Acquired Companies. For the avoidance of doubt, (x) Maverick PropCo Transaction

Expenses shall not include any amount in Maverick OpCo Transaction Expenses and (y) the sum of Maverick PropCo Transaction Expenses plus

Maverick OpCo Transaction Expenses shall equal 100% of the Transaction Expenses of the Acquired Companies.

“Maverick Real Property”

shall have the meaning set forth in Section 3.17(b).

“Maverick Released Claim”

shall have the meaning set forth in Section 9.12(b).

“Maverick Released Party”

shall have the meaning set forth in Section 9.12(a).

“Maverick Releasing Party”

shall have the meaning set forth in Section 9.12(b).

“Maverick Retention Program”

shall have the meaning set forth in Section 5.2 of the Maverick Disclosure Letter.

“Maverick Shareholder Notes”

means the 4% interest promissory notes of Maverick OpCo, due October 20, 2028 and the 5% interest promissory notes of Maverick OpCo, due

December 23, 2030.

“Maverick Subsidiary Securities”

shall have the meaning set forth in Section 3.1(d).

“Maverick Tax Counsel” shall

have the meaning set forth in Section 7.7.

“Maverick Tax Opinion” shall

have the meaning set forth in Section 7.7.

“Measurement Time” shall

have the meaning set forth in Section 1.1.

“Maverick TopCo Securities”

shall have the meaning set forth in Section 3.1(c).

“Maverick TopCos” shall have

the meaning set forth in the Preamble.

“Merger Sub 1” shall have

the meaning set forth in the Preamble.

“Merger Sub 2” shall have

the meaning set forth in the Preamble.

“Merger Sub 3” shall have

the meaning set forth in the Preamble.

“Merger Subs” shall have

the meaning set forth in the Preamble.

“Mergers” shall have the

meaning set forth in the Recitals.

“Multiemployer Plan” shall

have the meaning set forth in Section 3(37) of ERISA.

“Multiple Employer Plan”

means a plan that has two or more contributing sponsors at least two of whom are not under common control, within the meaning of Section 4063

of ERISA.

“New Slider HoldCo” shall

have the meaning set forth in the Preamble.

“Non-Recourse Party” shall

have the meaning set forth in Section 9.11.

“Objections Statement” shall

have the meaning set forth in Section 2.12(b).

“OpCo Certificate of Merger”

shall have the meaning set forth in Section 2.3(b).

“OpCo Merger” shall have

the meaning set forth in the Recitals.

“OpCo Merger Effective Time”

shall have the meaning set forth in Section 2.3(b).

“Opco/Parent Adjustment Amount”

shall have the meaning set forth in Section 2.12(d)(i)(2).

“Open Source Software” means

Software that is licensed under a license approved by the Open Source Initiative, Free Software Foundation, or any similar “open

source” license, including the GNU General Public License, Affero GPL, Mozilla Public License, Lesser/Library GPL, Common Public

License, Common Development and Distribution License, Apache License, MIT License, and BSD License.

“Order” means any judgment,

injunction, determination, ruling, consent decree or order (whether temporary, preliminary or permanent) issued, adopted, granted, or

entered by any Governmental Authority of competent jurisdiction.

“Organizational Documents”

means the articles of incorporation, certificate of incorporation, charter, by-laws, articles of formation, certificate of formation,

regulations, operating agreement, certificate of limited partnership, partnership agreement and all other similar documents, instruments

or certificates executed, adopted or filed in connection with the creation, formation or organization of a Person, including any amendments,

restatements and supplements thereto.

“Owned Intellectual Property”

shall have the meaning set forth in Section 3.6(a).

“Owned Real Property” means

all real property owned by the Acquired Companies as of the date of this Agreement, together with all improvements and fixtures presently

or hereafter located thereon or attached thereto, and all easements and rights appurtenant thereto.

“Owned Software” means all

Software owned or purported to be owned by the Acquired Companies.

“Parent” shall have the meaning

set forth in the Preamble.

“Parent Board” shall have

the meaning set forth in the Recitals.

“Parent Cancelled Shares”

shall have the meaning set forth in Section 2.7(a)(iii).

“Parent Certificate of Merger”

shall have the meaning set forth in Section 2.3(a).

“Parent Common Stock” means

the shares of common stock, par value $1.00 per share, of Parent.

“Parent Disclosure Letter”

shall have the meaning set forth in the introductory language to Article IV.

“Parent Equity Award” means

any outstanding equity award in respect of shares of Parent Common Stock granted under a Parent Equity Plan.

“Parent Equity Plans” means

the Sysco Corporation 2013 Long-Term Incentive Plan, Sysco Corporation 2018 Omnibus Incentive Plan, Sysco Corporation 2009 Non-Employee

Directors Stock Plan and Sysco Corporation 2025 Employee Stock Purchase Plan.

“Parent Material Adverse Effect”

means any change, event, fact, effect or occurrence that, individually or in the aggregate has, or would reasonably be expected to have,

a material adverse effect on the financial condition, business or results of operations of Parent and its Subsidiaries, taken as a whole;

provided, however, that in determining whether there has been a Parent Material Adverse Effect or whether a Parent Material

Adverse Effect has occured, or would reasonably be expected to occur, any change, event, fact, effect or occurrence attributable to, arising

out of, or resulting from any of the following shall be disregarded: (i) general political, economic, business, industry, credit, financial

or capital market conditions in the global, international, national or regional economy (including prevailing interest rates, inflation,

deflation and commodity prices), trade wars or tariffs; (ii) changes or conditions generally affecting the industries or markets in which

Parent and its Subsidiaries operate; (iii) the taking of any action required by, or failure to take any action prohibited by, this Agreement;

(iv) the execution, delivery and announcement of this Agreement or pendency of the Mergers or other transactions contemplated by this

Agreement (including by reason of the identity of the Acquired Companies or their equityholders or Affiliates), including the impact thereof

on the relationships, contractual or otherwise, with any customers, employees, unions, suppliers, distributors, partners, sales representatives,

employees or others having relationships with Parent or its Subsidiaries (provided, that this clause (iv) shall not apply to the

representations and warranties set forth in Section 4.4(c) or the conditions set forth in Section 7.1, to the

extent related thereto); (v) any action taken (or omitted to be taken) at the express written request of or with the prior written approval

of Holder Representative; (vi) pandemics, epidemics, diseases (whether affecting humans, plants or animals), earthquakes, tornados, hurricanes,

floods and acts of God; (vii) acts of war (whether declared or not declared), cyberattacks, data breaches, sabotage, terrorism, military

actions or the escalation or worsening thereof; (viii) any change or proposed change in applicable Law, GAAP or accounting standards (or

any authoritative interpretation thereof); (ix) any labor strikes or lockouts, labor stoppages or interruptions, or material labor disputes,

or any threats of the foregoing; and (x) the failure, in and of itself, of Parent to meet any internal or published projections, forecasts,

estimates or predictions (it being understood that the underlying facts giving rise or contributing to such failure may be taken into

account in determining whether there has been a Parent Material Adverse Effect if not otherwise excluded hereunder); provided,

further, that changes, events, facts, effects or occurrences set forth in clauses (i), (ii), (vi), (vii) or (viii) may be taken

into account in determining whether a Parent Material Adverse Effect has occurred, or would reasonably be expected to occur, if and only

to the extent such changes, events, facts, effects or occurrences negatively and disproportionately

adversely

affect Parent and its Subsidiaries, taken as whole, relative to other companies in the industries in which Parent and its Subsidiaries

operate.

“Parent Merger” shall have

the meaning set forth in the Recitals.

“Parent Merger Effective Time”

shall have the meaning set forth in Section 2.3(a).

“Parent Party(ies)” shall

have the meaning set forth in Preamble.

“Parent Preferred Stock”

shall have the meaning set forth in Section 4.2(a).

“Parent Related Parties”

shall have the meaning set forth in Section 8.3(c).

“Parent Released Claim” shall

have the meaning set forth in Section 9.12(a).

“Parent Released Party” shall

have the meaning set forth in Section 9.12(b).

“Parent Releasing Party”

shall have the meaning set forth in Section 9.12(a).

“Parent Returns” shall have

the meaning set forth in Section 5.6(c)(i).

“Parent SEC Documents” shall

have the meaning set forth in Section 4.7(a).

“Parent Securities” shall

have the meaning set forth in Section 4.2(b).

“Pass-Through Tax Return”

means any income Tax Return of Maverick PropCo for or including any Pre-Closing Tax Period in respect of which items of income, gain,

loss, deduction or credit are required to be reported on the Tax Returns of the Maverick PropCo Holders (or their direct or indirect owners)

under applicable Law.

“PBGC” shall have the meaning

set forth in Section 3.9(g).

“Permits” shall have the

meaning set forth in Section 3.12(f).

“Permitted Liens” means (a)

Liens for Taxes, assessments and governmental charges or levies not yet due or delinquent or that are being contested in good faith through

appropriate proceedings and for which adequate reserves are maintained on the Financial Statements in accordance with GAAP; (b) materialmen’s,

mechanics’, carriers’, workmen’s, repairmen’s and statutory Liens arising in the ordinary course of business by

operation of applicable Law with respect to a liability that is not yet due or delinquent or being contested in good faith through appropriate

proceedings and for which adequate reserves are maintained on the consolidated financial statements included in the Financial Statements

filed prior to the date hereof, in accordance with GAAP; (c) pledges or deposits to secure obligations under workers’ compensation

laws or similar legislation or to secure public or statutory obligations; (d) deposits to secure the performance of bids, trade contracts,

leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary

course of business consistent with past practice that, in each case, would not have an Acquired Companies Material Adverse Effect; (e)

all matters set forth in the title insurance policies for

Owned

Real Property provided to Parent; (f) Liens, defects or irregularities in title, easements, rights-of-way, covenants, restrictions, and

other, similar matters that, in each case, are nonmonetary in nature and would not have an Acquired Companies Material Adverse Effect;

(g) all applicable zoning, entitlement, conservation restrictions, building and similar codes and regulations and other land use

regulations, (A) none of which materially interferes with the present use of, such real property in and (B) that are not violated in

any material respect by the present use of such real property; and (h) Liens to be released at or prior to the Closing.

“Person” means an individual,

corporation, partnership, joint venture, trust, association, estate, joint stock company, limited liability company, Governmental Authority

or any other organization or entity of any kind.

“Personal Data” means any

piece of information that identifies, could reasonably be used to identify, or otherwise relates to an identified individual natural person,

or otherwise constitutes “personally identifiable information,” “personal information,” “personal data”

or any similar term as defined by applicable Laws regulating the privacy and security of such information.

“PF” means Platinum Falcon

B 2018 RSC Limited.

“Post-Closing Tax Period”

means any taxable period that begins after the Closing Date, and, with respect to any Straddle Period, the portion of such Straddle Period

that begins on the day after the Closing Date.

“Post-Closing Representation”

shall have the meaning set forth in Section 9.20(a).

“Pre-Closing Audit” shall

have the meaning set forth in Section 5.6(e).

“Pre-Closing Returns” shall

have the meaning set forth inSection 5.6(c)(ii).

“Pre-Closing Statement” shall

have the meaning set forth in Section 2.11(c)(i).

“Pre-Closing Tax Period”

means any taxable period ending on or before the Closing Date, and, with respect to any Straddle Period, the portion of such Straddle

Period through the end of the Closing Date.

“Preparing Party” shall have

the meaning set forth inSection 5.6(c)(ii).

“Privacy Requirements” shall

have the meaning set forth in Section 3.6(i).

“Privileged Communications”

shall have the meaning set forth in Section 9.20(b).

“Pro Rata Maverick OpCo Ownership Percentage”

means, with respect to each Maverick OpCo Holder, the percentage set forth opposite such Maverick OpCo Holder’s name on the Capitalization

Schedule under the title “JRD Unico”. Collectively, the sum of all Maverick OpCo Holders’ Pro Rata Maverick OpCo Ownership

Percentages shall equal one hundred percent (100%).

“Pro Rata Maverick PropCo Ownership

Percentage” means, with respect to each Class A Maverick PropCo Holder, the percentage set forth opposite such Class A Maverick

PropCo Holder’s name on the Capitalization Schedule under the title “Warehouse Realty” in the column “Class A

Membership Interests Owned”. Collectively, the sum of all Class A Maverick PropCo Holders’ Pro Rata Maverick OpCo Ownership

Percentages shall equal one hundred percent (100%).

“Prohibited Financing Amendments”

shall have the meaning set forth in Section 5.13(a).

“PropCo Certificate of Merger”

shall have the meaning set forth in Section 2.3(c).

“PropCo Merger” shall have

the meaning set forth in the Recitals.

“PropCo Merger Effective Time”

shall have the meaning set forth in Section 2.3(c).

“PropCo/Parent Adjustment Amount”

shall have the meaning set forth in Section 2.12(d)(ii)(2).

“PTET Election” means, with

respect to a given jurisdiction, an election for Maverick PropCo (or any of the Acquired Companies taxable as a partnership for U.S. federal,

or applicable state and local, income tax purposes) to be subject to an entity-level tax in such jurisdiction in lieu of one or more of

its direct or indirect equity owners as described in Notice 2020-75 and any regulations promulgated thereunder, including pursuant to

an election under Section 861 of the New York State Tax Law or any similar or analogous provision under any other state or local tax law.

“Recovered VAT” means the

amount of any VAT actually recovered whether by way of repayment or credit in respect of any VAT arising on the Termination Fee by Parent,

an affiliate of Parent or any VAT group of which Parent forms a part.

“Related Party” means, when

used to indicate a relationship with any Person, (a) any child, grandchild, stepchild, parent, stepparent, grandparent, spouse, domestic

partner, sibling (by birth or adoption), mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law, or

any spouse or domestic partner of such individual (collectively, “Family Members”), (b) any Affiliate of such Person

or such Person’s Family Members, (c) any trust of which such individual or a Family Member of such individual is the primary beneficiary

or any charitable remainder trust in which such individual has an interest or any other form of estate planning vehicle that is formed,

established and operated for the benefit of such individual or his or her Family Members and (d) a private, charitable or other family

foundation, social welfare organization or similar entity (including any private 501(c)(3) or 501(c)(4) organization) that is primarily

funded with donations from and controlled (directly or indirectly) by such Person and/or one or more of his or her Family Members. Notwithstanding

anything to the contrary in this Agreement, the Acquired Companies shall not be deemed Affiliates or Related Parties of any Maverick OpCo

Holder or Class A Maverick PropCo Holder.

“Release” means any releasing,

disposing, discharging, injecting, spilling, leaking, leaching, pumping, dumping, emitting, escaping, emptying or seeping into or upon,

any land,

soil,

surface water, groundwater or air, or otherwise entering into the indoor or outdoor environment.

“Remedy Actions” shall have

the meaning set forth in Section 5.5(e).

“Representatives” shall have

the meaning specified in Section 5.13(b).

“Required Financial Information”

means (i) (A) the required financial statements and other pertinent financial information regarding each of the Acquired Companies necessary

to satisfy the condition set forth in paragraph 3 of Annex B to the Debt Commitment Letter (or any successor provision thereof) (such

financial statements and other information, the “Closing Required Financial Information”), (B) audited combined balance

sheets, combined statements of income, combined statements of comprehensive income (loss), combined statements of stockholder’s

deficit and statements of cash flows of JRD Unico, Inc. and Affiliates as of and for the fiscal year ended December 27, 2025 and (C) the

historical financial, business and other information of each of the Acquired Companies that is reasonably requested in writing by Parent

from the Acquired Companies to the extent necessary to permit Parent to prepare customary pro forma financial statements (provided, however,

that the Acquired Companies shall have no obligation to prepare any pro forma financial statements); (ii) all other financial statements,

financial data and other information regarding each of the Acquired Companies (including JRD Unico, Inc.) (A) as may be reasonably requested

by Parent (or the Debt Financing Sources), (B) as may be reasonably requested by Parent and required for Parent to produce a customary

offering memorandum for a Rule 144A offering of high yield debt or equity securities or a customary registration statement and/or prospectus

for a registered offering of debt or equity securities on Form S-1 (or any successor forms thereto) under the Securities Act (including

audited financial statements and unaudited quarterly interim financial statements, in each case prepared in accordance with GAAP applied

on a consistent basis for the periods covered thereby, including, with respect to the Closing Required Financial Information, applicable

comparison period) or (C) as otherwise necessary to receive from the Maverick TopCos’ auditors, customary comfort (including customary

“negative assurance” and change period comfort), in each case with respect to clauses (i) and (ii), except for the Excluded

Information; (iii) solely with respect to historical financial statements of JRD Unico, Inc. and its Affiliates included in the applicable

offering documents, substantially complete drafts of customary comfort letters compliant with AU Section 634, including customary “negative

assurance” and change period comfort, in each case from Maverick TopCos’ auditors, and confirmation that such auditors are

prepared to deliver such comfort letters upon the “pricing” and “closing” of such offering upon completion of

customary procedures; and (iv) customary authorization letters (including customary representations with respect to accuracy of information

and material non-public information) authorizing the distribution the financial statements described in clauses (i)(A) and (i)(B) hereof.

“Required Funding Amount”

shall have the meaning set forth in Section 4.11.

“Requisite Maverick Approvals”

shall have the meaning set forth in Section 3.2(a).

“Reviewing Party” shall have

the meaning set forth Section 5.6(c)(i).

“Runoff D&O Insurance”

shall have the meaning set forth in Section 5.11(c).

“SEC” means the U.S. Securities

and Exchange Commission.

“Securities Act” means the

Securities Act of 1933, as amended from time to time and the rules and regulations promulgated thereunder.

“Security Breach” shall have

the meaning set forth in Section 3.6(j).

“Service Provider” means

any current or former employee, officer, director, consultant or independent contractor of the Acquired Companies who is a natural person.

“Shareholder Notes Payoff Amount”

shall have the meaning set forth in Section 5.14(c).

“Shareholder Notes Payoff Letters”

shall have the meaning set forth in Section 5.14(c).

“Significant Stockholders”

means Ki Atlantic Holdings Limited, LGP and PF.

“Slider Tax Counsel” shall

have the meaning set forth in Section 6.7.

“Slider Tax Opinion” shall

have the meaning set forth in Section 6.7.

“SOX” means the Sarbanes-Oxley

Act of 2002, as amended.

“Specified Debt Action” shall

have the meaning set forth in Section 5.14(b).

“Specified Debt Amendment”

shall have the meaning set forth in Section 5.14(b).

“Stockholders Agreement”

shall have the meaning set forth in Recitals.

“Straddle Period” means a

taxable period beginning on or before the Closing Date and ending after the Closing Date.

“Subject Courts” shall have

the meaning set forth in Section 9.21.

“Subsidiary” means, with

respect to any Person, another Person, an amount of the voting securities, other voting ownership or voting partnership interests of which

is sufficient to elect at least a majority of its board of directors or other governing person or body (or, if there are no such voting

interests, more than fifty (50%) of the equity interests of which) is owned directly or indirectly by such first Person.

“Surviving Maverick Companies”

means, collectively, Surviving OpCo Company and Surviving PropCo Company.

“Surviving OpCo Company”

shall have the meaning set forth in the Recitals.

“Surviving Parent Company”

shall have the meaning set forth in the Recitals.

“Surviving PropCo Company”

shall have the meaning set forth in the Recitals.

“Takeover Law” means any

“moratorium,” “control share acquisition,” “business combination,” “fair price” or other

form of anti-takeover Laws of any jurisdiction or other applicable Laws that purport to limit or restrict business combinations or the

ability to limit or restrict business combinations or the ability to acquire or to vote shares.

“Tax” means all U.S. federal,

state, local or foreign taxes or other similar governmental assessments in the nature of a tax, including any net income, capital gains,

gross income, gross receipts, sales, use, transfer, ad valorem, franchise, profits, license, capital, withholding, payroll, estimated,

employment, excise, goods and services, severance, stamp, occupation, premium, property, social security, environmental (including Section 59A

of the Code), alternative or add-on, value added, registration, occupancy, capital stock, unincorporated business, unemployment, disability,

workers compensation, accumulated earnings, personal holding company, windfall profits or other taxes, customs, duties or other similar

assessments in the nature of a tax imposed by any Governmental Authority, together with all interest, penalties or additions to tax imposed

with respect thereto.

“Tax Liability Amount” means, with

respect to each Maverick TopCo, an amount (may be positive, zero or negative (but only negative to the extent of net overpayments)) equal

to the aggregate net amount of any unpaid income Taxes of the Maverick OpCo Acquired Companies or the Maverick PropCo Acquired Companies,

as applicable, for any Pre-Closing Tax Period (or portion thereof) for which originally filed Tax Returns are first due (taking into account

extensions) after the date hereof (provided, that with respect to any such Tax Returns that are due (taking into account extensions) prior

to the Closing Date with respect to which the applicable Acquired Company has (1) incorporated any reasonable comments provided by Parent

pursuant to Section 5.6(c)(i) and (2) provided Parent with proof of payment of any Taxes shown as owed on any such Tax Return,

then Taxes with respect to such Tax Return (if any) shall not be included in the Tax Liability Amount), calculated (i) as of the end of

the Closing Date, (ii) by (A) taking into account any amounts which are deductible for applicable Tax purposes under applicable Law by

such Acquired Companies in a Pre-Closing Tax Period under applicable Law (determined at a “more-likely-than-not” or higher

level of comfort; provided that it shall be assumed that seventy percent (70%) of any success-based fees, within the meaning of Treasury

Regulation Section 1.263(a)-5(f) and Revenue Procedure 2011-29, are deductible), and (B) excluding (1) any amounts taken into account

in determining the Transaction Expenses Tax Deduction Amount, (2) any Debt Breakage Transaction Tax Deductions and (3) any deductions

in respect of amounts which are economically borne by Parent, (iii) by taking into account any estimated Tax payments or prepayments or

overpayments of Taxes (including estimated Taxes, prepayments or prior overpayments that are refundable or creditable) made by such Acquired

Companies, (iv) by excluding any Taxes attributable to any action taken by or at the direction of New Slider HoldCo or any of its Affiliates

in connection with the Transactions (other than to the extent such actions are expressly contemplated by this Agreement) or any action

taken (1) on the Closing Date after the Closing outside of the ordinary course of business or (2) that Parent (or its Affiliates) is prohibited

from taking under Section 5.6(d), (v) in accordance with the accounting methodology and past practices (including reporting

positions, elections and accounting and valuation methods) of the applicable Acquired Company and, in the case of a Straddle Period, in

accordance with the principles set forth in Section 5.6(i) and (vi) by excluding any deferred Tax assets and liabilities and

financial statement accruals or reserves established for contingent Taxes or uncertain Tax positions in accordance with GAAP.

“Tax Proceeding” means any audit,

examination, investigation, claim, contest, dispute, litigation or other proceeding with respect to Taxes by or against any Taxing Authority.

“Tax Returns” means any report,

return (including any information return), schedule, declaration, claim for refund or other document filed or required to be filed with

any Taxing Authority with respect to Taxes, including any attachment thereto and any amendment thereof.

“Taxing Authority” means

any Governmental Authority having jurisdiction with respect to any Tax.

“Termination Date” shall

have the meaning set forth in Section 8.1(b).

“Termination Fee” means $1,164,000,000.

“Third Party Interests” means

any shares of capital stock of or other voting or equity interests in (including any securities exercisable or exchangeable for or convertible

into shares of capital stock of or other voting or equity interests in) any third party Person.

“Title IV Plan” shall have

the meaning set forth in Section 3.9(g).

“Trade Controls” means all

applicable trade, export control, import, customs, Economic Sanctions and antiboycott Laws imposed, administered, or enforced by the U.S.

government, or any other Governmental Authority, including, but not necessarily limited to, the International Emergency Economic Powers

Act (50 U.S.C. §§ 1701–1706), the Export Control Reform Act of 2018 (50 U.S.C. §§ 4801-4861), the Export Administration

Regulations (15 C.F.R. Parts 730-774), the U.S. customs laws at Title 19 of the U.S. Code, the U.S. customs regulations at 19 C.F.R. Chapter

I, Section 999 of the Internal Revenue Code the Economic Sanctions regulations administered by OFAC (31 C.F.R. Chapter V), and the Foreign

Trade Regulations (15 C.F.R. Part 30).

“Transaction Documents” means

this Agreement, the Stockholders’ Agreement, the Letter Agreements and all instruments and certificates contemplated to be delivered

at Closing under this Agreement.

“Transaction Expenses” means,

without duplication, to the extent remaining unpaid as of immediately prior to the Closing, any fees, costs, payments and expenses (collectively,

the “Expenses”), in each case, incurred by or on behalf of any of the Acquired Companies in connection with the preparation,

negotiation, and execution of this Agreement or the other Transaction Documents or the preparation for or completion of or otherwise in

connection with the Transactions (whether incurred prior to or after the date hereof), including: (a) any brokerage, finders’, investment

banker or financial advisor or other similar Expenses or commissions; (b) any Expenses of counsel, accountants or other advisors or service

providers; (c) the aggregate amount of all change in control, retention, transaction bonus, discretionary bonus, “stay put,”

sale bonus or similar bonuses or compensatory payments to any Service Provider that are contingent upon the Transactions, regardless of

whether subject to other conditions, pursuant to any agreement to which any of the Acquired Companies is a party prior to the Parent Merger

Effective Time, excluding for clarity any amounts under the Parent Retention Program or any

other

arrangement established by Parent (in each case, including the employer portion of any Taxes payable with respect to any of the foregoing,

such amounts “Bonus Amounts”); (d) any liability or obligation relating to EAUs (the value of which shall be determined

at Closing), regardless of whether such liability or obligation is triggered upon consummation of the Transactions, including the employer

portion of any Taxes payable on such EAU payments (such amounts “EAU Amounts”); and (e) the portion of any Transfer

Taxes for which the Acquired Companies are responsible for pursuant to Section 5.20; provided, however, that

“Transaction Expenses” shall exclude (1) any amounts included in the definition of Current Maverick OpCo Liabilities or Current

Maverick PropCo Liabilities, (2) all Expenses payable to the Escrow Agent, (3) the portion of any Transfer Taxes for which New Slider

HoldCo is responsible pursuant to Section 5.20 and (4) the portion of any Expenses associated with the Runoff D&O Insurance

for which Parent is responsible pursuant to Section 5.11(c); provided, further, that “Transaction Expenses” shall

be reduced by the Transaction Expenses Tax Deduction Amount.

“Transaction Expenses Tax Deduction

Amount” means an amount equal to (i) the product of (1) 25.5% and (2) the sum of the Bonus Amounts and the EAU Amounts (including,

without duplication, any such amounts that would be included in Transaction Expenses but for the fact that they were paid by the Acquired

Companies at or prior to Closing); provided, that Transaction Expenses Tax Deduction Amount shall be reduced by any Bonus Amounts

or EAU Amounts that have not been paid as of the Closing and that will not be deductible by New Slider HoldCo or its Affiliates (including,

following the Closing, the Acquired Companies) as a result of the application of 162(m) of the Code, as reasonably determined by Parent

and Holder Representative, which determination shall be based on the recipients’ (and New Slider HoldCo’s employees’)

anticipated compensation and receipt of EAU Amounts and Bonus Amounts following the Closing and based on the assumption that any such

amounts will not be paid until after July 1, 2027.

“Transactions” shall have

the meaning set forth in the Recitals.

“Transfer Taxes” shall have

the meaning set forth in Section 5.20.

“Treasury Regulations” means

the U.S. Treasury regulations promulgated under the Code.

“TTB” shall have the meaning

set forth in Section 3.13(c).

“Union Employee” shall have

the meaning set forth in Section 5.8(e).

“USDA” means the U.S. Department

of Agriculture.

“VAT” means value added tax

or any similar or substituted turnover or sales tax, in the United Kingdom or elsewhere.

“Waived Benefits” shall have

the meaning set forth in Section 5.9.

“WARN Act” means the Worker

Adjustment and Retraining Notification Act of 1988, as amended from time to time, and any applicable state or local mass layoff or plant-closing

Laws.

“Willful Breach” means a

deliberate act or failure to act, which act or failure to act constitutes in and of itself a material breach of this Agreement, where

such action or failure to take action was undertaken with actual knowledge that the taking of such action or the failure to act would,

or would reasonably be expected to, cause a breach of this Agreement.

Article II

MERGERS

Section 2.1

Mergers. Upon the terms and subject to the satisfaction or valid waiver of the conditions set forth in this Agreement:

(a)

At the Parent Merger Effective Time, Merger Sub 1 shall be merged with and into Parent in accordance with the terms of, and subject

to the conditions set forth in, this Agreement and Section 251(g) of the DGCL. Following the Parent Merger, Parent shall continue as the

Surviving Parent Company, the separate corporate existence of Merger Sub 1 shall cease and the Surviving Parent Company shall become a

wholly owned subsidiary of New Slider HoldCo.

(b)

At the OpCo Merger Effective Time, Merger Sub 2 shall be merged with and into Maverick OpCo, in accordance with the terms of, and

subject to the conditions set forth in, this Agreement and the DGCL. Following the OpCo Merger, Maverick OpCo shall continue as the Surviving

OpCo Company and the separate corporate existence of Merger Sub 2 shall cease.

(c)

At the PropCo Merger Effective Time, Merger Sub 3 shall be merged with and into Maverick PropCo in accordance with the terms of,

and subject to the conditions set forth in, this Agreement and the DLLCA. Following the PropCo Merger, Maverick PropCo shall continue

as the Surviving PropCo Company and the separate corporate existence of Merger Sub 3 shall cease.

Section 2.2

Closing.

(a)

The Closing shall take place at the offices of Paul, Weiss, Rifkind, Wharton & Garrison LLP, 1285 Avenue of the Americas, New

York, New York, 10019, on the third Business Day following the satisfaction, or to the extent permitted by applicable Law, waiver of the

conditions set forth in Article VI and Article VII (other than those conditions that by their terms are to be

satisfied at the Closing, but subject to the satisfaction or, to the extent permitted by applicable Law, waiver of those conditions);

provided, that, notwithstanding anything in this Agreement to the contrary, the Closing shall not occur prior to (x) July 31, 2026, (i)

if (A) Holder Representative and Maverick TopCos have made available to Parent, its advisors and its Debt Financing Sources, (1) on or

prior to May 1, 2026, the financial statements required by clause (i)(B) of the definition of Required Financial Information and (2) on

or prior to June 1, 2026, (I) the interim unaudited financial statements of JRD Unico, Inc. and its Affiliates as of and for the fiscal

quarter ended March 28, 2026 and (II) the interim unaudited financial statements of JRD Unico, Inc. and its Affiliates as of and for the

fiscal quarters ended (a) September 28, 2024, (b) December 28, 2024, (c) March 29, 2025, (d) June 28, 2025, (e)

September

27, 2025 and (f) December 27, 2025 (the “Retroactive Information”), and (B) all such financial statements comply with

the requirements of Regulation S-X (in the case of the Retroactive Information, solely to the extent required in order for Parent to

prepare pro forma financial information to be included in the Form S-4 that complies with the requirements of Regulation S-X), or (ii)

if the conditions set forth in clause (i) above are not satisfied, if (A) a Form S-4 shall not be required to be filed under the Securities

Act relating to the issuance of HoldCo Common Stock pursuant to the Parent Merger, or (B) on or before July 17, 2026, a Form S-4 has

been filed with the SEC and (1) the staff of the SEC has informed the Parent that they will not review such Form S-4 or (2) the staff

of the SEC has issued comments on the Form S-4 and no material comments were issued on the historical financial statements of JRD Unico,

Inc. and Affiliates or the pro forma financial statements included in the Form S-4 (or, if any such material comments were issued, no

such material comments remain outstanding) or (y) if the conditions in clause (x)(i) and (x)(ii) above are not satisfied, September 14,

2026. The date on which the Closing actually occurs in accordance with the preceding sentence is referred to in this Agreement as the

“Closing Date.” The parties may complete the Closing on the Closing Date by electronic transfer of documents and signature

pages to avoid the necessity of a physical Closing.

(b)

At or prior to the Closing, Holder Representative or the Maverick TopCos, as applicable, shall deliver the following to Parent:

(i)

a certificate, dated as of the Closing Date, of a senior executive officer of each of Maverick OpCo and Maverick PropCo to the

effect set forth in Section 6.1 and Section 6.2;

(ii)

with respect to Maverick OpCo, (A) a duly executed certificate, dated as of the Closing Date, satisfying the requirements of Treasury

Regulation Section 1.1445-2(c)(3), to the effect that no interest in Maverick OpCo is a “United States real property interest”

within the meaning of Section 897(c)(1) of the Code and (B) a notice of such certification to the Internal Revenue Service satisfying

the requirements of Treasury Regulation Section 1.897-2(h);

(iii)

with respect to each Class A Maverick PropCo Holder, a duly executed and validly completed IRS Form W-9;

(iv)

the Escrow Agreement, duly executed by Holder Representative; and

(v)

if requested by Parent pursuant to Section 5.14(a), the Debt Payoff Letters in accordance with Section 5.14(a).

(c)

At or prior to the Closing, Parent and the Merger Subs shall deliver to Holder Representative:

(i)

a certificate, dated the Closing Date, of a senior executive officer of Parent to the effect set forth in Section 7.1

and Section 7.2; and

(ii)

the Escrow Agreement, duly executed by Parent.

Section 2.3

Effective Times.

(a)

On the Closing Date, the parties hereto shall cause a certificate of merger meeting the requirements of Section 251 of the

DGCL (the “Parent Certificate of Merger”) to be properly executed and filed with the Secretary of State of the State

of Delaware in accordance with the terms and conditions of the DGCL. The Parent Merger shall become effective at the time of filing of

the Parent Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, or at such later time

which the Maverick TopCos and Parent shall have agreed and designated in the Parent Certificate of Merger as the effective time of the

Parent Merger (the “Parent Merger Effective Time”).

(b)

Immediately following the Parent Merger Effective Time, the parties hereto shall cause a certificate of merger meeting the requirements

of Section 251 of the DGCL (the “OpCo Certificate of Merger”) to be properly executed and filed with the Secretary

of State of the State of Delaware in accordance with the terms and conditions of the DGCL. The OpCo Merger shall become effective at the

time of filing of the OpCo Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the DGCL, or

at such later time which the Maverick TopCos and Parent shall have agreed and designated in the OpCo Certificate of Merger as the effective

time of the OpCo Merger (the “OpCo Merger Effective Time”).

(c)

Immediately following the OpCo Merger Effective Time, the parties hereto shall cause a certificate of merger meeting the requirements

of Section 18-209 of the DLLCA (the “PropCo Certificate of Merger”) to be properly executed and filed with the

Secretary of State of the State of Delaware in accordance with the terms and conditions of the DLLCA. The PropCo Merger shall become effective

at the time of filing of the PropCo Certificate of Merger with the Secretary of State of the State of Delaware in accordance with the

DLLCA, or at such later time which the Maverick TopCos and Parent shall have agreed and designated in the PropCo Certificate of Merger

as the effective time of the PropCo Merger (the “PropCo Merger Effective Time”).

Section 2.4

Effects of the Mergers. The Mergers shall have the effects set forth in the applicable provisions of the DGCL and the DLLCA.

Without limiting the generality of the foregoing and subject thereto, (a) at the Parent Merger Effective Time, all the property, rights,

privileges, immunities, powers and franchises of Parent and Merger Sub 1 shall vest in the Surviving Parent Company, and all debts, liabilities,

obligations and duties of Parent and Merger Sub 1 shall become the debts, liabilities, obligations and duties of the Surviving Parent

Company, and the separate legal existence of Merger Sub 1 shall cease for all purposes, (b) at the OpCo Merger Effective Time, all the

property, rights, privileges, immunities, powers and franchises of Maverick OpCo and Merger Sub 2 shall vest in the Surviving OpCo Company,

and all debts, liabilities, obligations and duties of Maverick OpCo and Merger Sub 2 shall become the debts, liabilities, obligations

and duties of the Surviving OpCo Company, and the separate legal existence of Merger Sub 2 shall cease for all purposes, and (c) at the

PropCo Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of Maverick PropCo and Merger Sub

3 shall vest in the Surviving PropCo Company, and all debts, liabilities, obligations and duties of Maverick PropCo and Merger Sub 3 shall

become the debts, liabilities, obligations and duties of the Surviving PropCo Company, and the separate legal existence of Merger Sub

3 shall cease for all purposes.

Section 2.5

Organizational Documents.

(a)

At the Parent Merger Effective Time, the certificate of incorporation of Merger Sub 1 in effect immediately prior to the Parent

Merger Effective Time shall be the certificate of incorporation of the Surviving Parent Company in the Parent Merger as of the Parent

Merger Effective Time, and the bylaws of Merger Sub 1 in effect immediately prior to the Parent Merger Effective Time shall be the by-laws

of the Surviving Parent Company in the Parent Merger as of the Parent Merger Effective Time (except all references therein to Merger Sub

1 shall be amended to become references to the Surviving Parent Company), until amended in accordance with applicable Law.

(b)

At the OpCo Merger Effective Time, the certificate of incorporation of Merger Sub 2 in effect immediately prior to the OpCo Merger

Effective Time shall be the certificate of incorporation of the Surviving OpCo Company in the OpCo Merger as of the OpCo Merger Effective

Time, and the bylaws of Merger Sub 2 in effect immediately prior to the OpCo Merger Effective Time shall be the by-laws of the Surviving

OpCo Company (except all references therein to Merger Sub 2 shall be amended to become references to the Surviving OpCo Company), until

amended in accordance with applicable Law.

(c)

At the PropCo Merger Effective Time, the certificate of formation of Merger Sub 3 in effect immediately prior to the PropCo Merger

Effective Time shall be the certificate of formation of the Surviving PropCo Company (except all references therein to Merger Sub 3 shall

be amended to become references to the Surviving PropCo Company), and the limited liability company agreement of Merger Sub 3 in effect

immediately prior to the PropCo Merger Effective Time shall be the limited liability company agreement of the Surviving PropCo Company,

until amended in accordance with applicable Law.

(d)

At the Parent Merger Effective Time, the certificate of incorporation of New Slider HoldCo shall be amended and restated to be

in the form of the certificate of incorporation of Parent as in effect immediately prior to the Parent Merger Effective Time. At the Parent

Merger Effective Time, the bylaws of New Slider HoldCo shall be amended and restated to be in the form of the bylaws of Parent as in effect

immediately prior to the Parent Merger Effective Time.

Section 2.6

Directors and Officers.

(a)

The directors of Merger Sub 1 in office immediately prior to the Parent Merger Effective Time shall be the directors of the Surviving

Parent Company and the officers of Merger Sub 1 in office immediately prior to the Parent Merger Effective Time shall be the officers

of the Surviving Parent Company and, in each case, such director or officer shall hold office until his or her respective successor is

duly elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the governing documents

of the Surviving Parent Company and applicable Law.

(b)

The directors of Merger Sub 2 in office immediately prior to the OpCo Merger Effective Time shall be the directors of the Surviving

OpCo Company and the officers of Merger Sub 2 in office immediately prior to the OpCo Merger Effective Time shall be the

officers

of the Surviving OpCo Company and, in each case, such director or officer shall hold office until his or her respective successor is

duly elected or appointed and qualified or until his or her earlier death, resignation or removal in accordance with the governing documents

of the Surviving OpCo Company and applicable Law.

(c)

The managers of Merger Sub 3 in office immediately prior to the PropCo Merger Effective Time shall be the managers of the Surviving

PropCo Company and the officers of Merger Sub 3 in office immediately prior to the PropCo Merger Effective Time shall be the initial officers

of the Surviving PropCo Company as of the PropCo Merger Effective Time and such officer shall hold office until his or her respective

successor is duly appointed and qualified or until his or her earlier death, resignation or removal in accordance with the governing documents

of the Surviving PropCo Company and applicable Law.

(d)

The directors of Parent in office immediately prior to the Parent Merger Effective Time shall be the directors of New Slider HoldCo

and the officers of Parent in office immediately prior to the Parent Merger Effective Time shall be the officers of New Slider HoldCo

and, in each case, such director or officer shall hold office until his or her respective successor is duly elected or appointed and qualified

or until his or her earlier death, resignation or removal in accordance with the governing documents of New Slider HoldCo and applicable

Law.

Section 2.7

Effect on Equity Interests.

(a)

At the Parent Merger Effective Time, by virtue of the Parent Merger and without any action on the part of any party:

(i)

Each share of Parent Common Stock issued and outstanding immediately prior to the Parent Merger Effective Time, other than any

Parent Cancelled Shares (as defined below), shall be converted automatically into one fully paid and nonassessable share of HoldCo Common

Stock.

(ii)

All shares of Parent Common Stock converted into HoldCo Common Stock pursuant to Section 2.7(a)(i) shall cease to be

outstanding and shall be automatically cancelled and shall cease to exist, and each (x) valid certificate or certificates which immediately

prior to the Parent Merger Effective Time represented any such shares of Parent Common Stock or (y) non-certificated share of Parent Common

Stock held by book entry shall, upon the Parent Merger Effective Time, represent shares of HoldCo Common Stock (without any requirement

for the surrender of any such certificates or non-certificated shares), with each certificate representing shares of Parent Common Stock

prior to the Parent Merger Effective Time representing automatically an equivalent number of shares of HoldCo Common Stock.

(iii)

All shares of Parent Common Stock (x) held by Parent as treasury shares immediately prior to the Parent Merger Effective Time shall

be converted automatically into one fully paid and nonassessable share of HoldCo Common Stock, to be held immediately after completion

of the Parent Merger in the treasury of New Slider HoldCo, and (y) held by New Slider HoldCo, Merger Sub 1, Merger Sub 2 or Merger Sub

3 immediately prior to the

Parent

Merger Effective Time (the “Parent Cancelled Shares”) shall be automatically cancelled and shall cease to exist, and

no consideration shall be delivered in exchange therefor.

(iv)

Each Parent Equity Award shall be converted into a corresponding equity award in respect of that number of shares of HoldCo Common

Stock equal to the number of shares of Parent Common Stock subject to such Parent Equity Award as of immediately prior to the Parent Merger

Effective Time (and in the case of a stock option, with the same exercise price per share), subject to the same terms and conditions as

apply to such Parent Equity Award immediately prior to the Parent Merger Effective Time.

(v)

Each share of common stock, par value $1.00 per share, of Merger Sub 1 issued and outstanding immediately prior to the Parent Merger

Effective Time shall be converted into and become one share of common stock, par value $1.00 per share, of the Surviving Parent Company,

which shall constitute one hundred percent (100%) of the shares of the Surviving Parent Company immediately following the Parent Merger

Effective Time, and New Slider HoldCo shall be the sole stockholder of the Surviving Parent Company.

(b)

At the OpCo Merger Effective Time, by virtue of the OpCo Merger and without any action on the part of any party:

(i)

All issued and outstanding shares of Maverick OpCo Common Stock shall be converted into the right to receive, subject to adjustment

following the Closing pursuant to Section 2.12, in the aggregate (x) an amount of cash equal to the Maverick OpCo Cash Consideration

and (y) ninety-one million five hundred thousand (91,500,000) fully paid and nonassessable shares of HoldCo Common Stock (the “Maverick

OpCo Common Stock Consideration” and, together with the Maverick OpCo Cash Consideration, the “Maverick OpCo Merger

Consideration”), in each case, allocated among the Maverick OpCo Holders in accordance with the Capitalization Schedule.

(ii)

All shares of Maverick OpCo Common Stock will no longer be outstanding and shall automatically be cancelled and will cease to exist,

and each holder of Maverick OpCo Common Stock will cease to have any rights with respect thereto, except the right to receive such holder’s

allocation of the Maverick OpCo Merger Consideration.

(iii)

Each share of common stock, par value $0.01 per share, of Merger Sub 2 issued and outstanding immediately prior to the OpCo Merger

Effective Time shall be converted into and become one share of common stock, par value $0.01 per share, of the Surviving OpCo Company,

which shall constitute one hundred percent (100%) of the shares of the Surviving OpCo Company immediately following the OpCo Merger Effective

Time, and New Slider HoldCo shall be the sole stockholder of the Surviving OpCo Company.

(c)

At the PropCo Merger Effective Time, by virtue of the PropCo Merger and without any action on the part of any party:

(i)

All issued and outstanding Class A Membership Interests of Maverick PropCo (the “Class A Maverick PropCo Interests”)

shall be converted into the right to receive, subject to adjustment following the Closing pursuant to Section 2.12, in the

aggregate, an amount of cash equal to the Maverick PropCo Cash Consideration (the “Maverick PropCo

Merger

Consideration”), in each case, allocated among the Class A Maverick PropCo Holders in accordance with the Capitalization Schedule.

(ii)

All Class A Maverick PropCo Interests will no longer be outstanding and shall automatically be cancelled and will cease to exist,

and each holder of Class A Maverick PropCo Interests will cease to have any rights with respect thereto, except the right to receive such

holder’s allocation of the Maverick PropCo Merger Consideration.

(iii)

Each Class A Membership Interest of Merger Sub 3 issued and outstanding immediately prior to the PropCo Merger Effective Time shall

be converted into a number of Class A Membership Interests of the Surviving PropCo Company equal to the number of Class A Maverick PropCo

Interests issued and outstanding immediately prior to the PropCo Merger Effective Time, and New Slider HoldCo shall be the sole interest

holder of the Class A Membership Interests of the Surviving PropCo Company.

(iv)

All issued and outstanding Class B Membership Interests of Maverick PropCo (the “Class B Maverick PropCo Interests”)

shall be unaffected by the PropCo Merger and shall remain outstanding as Class B Membership Interests of the Surviving PropCo Company

held by Jetro Holdings, LLC.

Section 2.8

Capitalization Schedule. At least five (5) Business Days prior to the Closing and substantially concurrently with the delivery

of the Pre-Closing Statement, the Maverick TopCos shall deliver a written certificate to Parent and New Slider HoldCo, executed by a duly

authorized officer of each of Maverick OpCo and Maverick PropCo, setting forth as of the Closing Date (a) a true, complete and correct

list of all of the holders of Maverick OpCo Common Stock (the “Maverick OpCo Holders”) and all of the holders of Class

A Maverick PropCo Interests (the “Class A Maverick PropCo Holders”), (b) the number of Maverick OpCo Common Stock and

Class A Maverick PropCo Interests held by each such Maverick OpCo Holder and Class A Maverick PropCo Holder, as applicable, (c) the ownership

percentage of Maverick OpCo Common Stock held by each such Maverick OpCo Holder and the ownership percentage of Class A Maverick PropCo

Interests held by each such Class A Maverick PropCo Holder, and (d) the portion of the Maverick OpCo Merger Consideration and Maverick

PropCo Merger Consideration payable to such Maverick OpCo Holder and Class A Maverick PropCo Holder, as applicable (the “Capitalization

Schedule”). Parent and New Slider HoldCo shall be entitled to rely conclusively on the Capitalization Schedule for the purposes

of allocating the Maverick OpCo Merger Consideration and Maverick PropCo Merger Consideration, and no Parent Party, and on or after the

Closing, none of the Surviving OpCo Company, Surviving PropCo Company, or any of the Acquired Companies, will have any liability or obligation

to any Maverick OpCo Holder, any Class A Maverick PropCo Holder, Holder Representative or any other Person for such reliance in making

payments in accordance with the Capitalization Schedule or for any errors, omissions or inaccuracies made by the Maverick TopCos in the

determination of the amounts set forth therein.

Section 2.9

Maverick OpCo Holders and Maverick PropCo Holders. The Maverick TopCos and Holder Representative shall provide, and shall

use reasonable best efforts to cause the Maverick OpCo Holders and the Maverick PropCo Holders to provide, such information and take such

actions as are reasonably requested by New Slider HoldCo’s transfer agent to deliver

the Maverick OpCo Merger Consideration to the Maverick OpCo Holders

and the Maverick PropCo Merger Consideration to the Maverick PropCo Holders, including causing the Maverick OpCo Holders and the Maverick

PropCo Holders to provide customary investor representations, bank account information, and tax and withholding information and executing

and delivering customary transfer and paying agent documentation required for recipients of cash and stock consideration in a business

combination transaction.

Section 2.10

Payment of Merger Consideration.

(a)

Prior to the Closing, New Slider HoldCo and Parent shall appoint a bank or trust company of national recognition reasonably acceptable

to Holder Representative, or Parent’s transfer agent, to act as exchange agent (the “Exchange Agent”) hereunder.

At or prior to the Parent Merger Effective Time, New Slider HoldCo shall, and Parent shall cause New Slider HoldCo to, deposit, or cause

to be deposited, with the Exchange Agent, in trust for the benefit of Maverick OpCo Holders and Class A Maverick PropCo Holders for exchange

in accordance with this Section 2.10, (i) certificates or evidence of book-entry shares representing the shares of HoldCo

Common Stock included in the Maverick OpCo Common Stock Consideration and (ii) (A) cash representing the Aggregate Estimated Cash Merger

Consideration plus (B) cash necessary to pay in lieu of fractional shares pursuant to Section 2.10(g) (such shares

of HoldCo Common Stock together with such cash, the “Exchange Fund”).

(b)

Prior to the Parent Merger Effective Time, each of the Maverick TopCos will deliver or mail or will cause to be delivered or mailed

to each holder of Maverick OpCo Common Stock and Maverick PropCo Interest a letter of transmittal in a form prepared by New Slider HoldCo

and reasonably satisfactory to Holder Representative (the “Letter of Transmittal”), which shall specify that delivery

shall be effected, only upon proper delivery of the related Certificates (or, for holders of uncertificated shares, upon proper delivery

of a fully executed Letter of Transmittal) in accordance therewith to the applicable Maverick TopCo or the Surviving OpCo Company or the

Surviving PropCo Company, as applicable, and instructions for use in surrendering such shares of Maverick Opco Common Stock and Maverick

PropCo Interests and receiving the applicable portion of the Aggregate Merger Consideration in respect of the Maverick OpCo Common Stock

and Maverick PropCo Interest evidenced thereby. Upon the surrender of each such Certificate, if applicable, and delivery of a properly

completed and duly executed Letter of Transmittal at least two (2) Business Days prior to the Closing Date, New Slider HoldCo and Parent

shall cause the Exchange Agent to, on the same Business Day as the Parent Merger Effective Time, pay the holder of such shares of Maverick

OpCo Common Stock the applicable portion of the Maverick OpCo Merger Consideration in consideration therefor, and the holder of Maverick

PropCo Interests the applicable portion of the Maverick PropCo Merger Consideration in consideration therefor, in each case, in accordance

with the Capitalization Schedule, and such shares of Maverick OpCo Common Stock and interest of Maverick PropCo Interests and any related

Certificate shall forthwith be cancelled. Upon the surrender of each such Certificate, if applicable, and a properly completed and duly

executed Letter of Transmittal following the Closing Date, the Exchange Agent shall, as soon as reasonably practicable following the Closing

Date, pay the holder of such shares of Maverick OpCo Common Stock the applicable portion of the Maverick OpCo Merger Consideration in

consideration therefor, and the holder of Maverick PropCo Interests the applicable portion of the

Maverick

PropCo Merger Consideration in consideration therefor, in each case, in accordance with the Capitalization Schedule, and such shares

of Maverick OpCo Common Stock and interest of Maverick PropCo Interests and any related Certificate shall forthwith be cancelled. Until

so surrendered, each such Certificate shall represent solely the right to receive the applicable portion of the Aggregate Merger Consideration

relating thereto. Notwithstanding the foregoing, the cash portion of the Maverick OpCo Merger Consideration and Maverick PropCo Merger

Consideration payable to each such Maverick OpCo Holder and Class A Maverick PropCo Holder shall be reduced by an amount equal to (A)

in the case of each Maverick OpCo Holder, such Maverick OpCo Holder’s Pro Rata Maverick OpCo Ownership Percentage multiplied

by the Holder Representative Expenses, and (B) in the case of each Class A Maverick PropCo Holder, such Class A Maverick PropCo Holder’s

Pro Rata Maverick PropCo Ownership Percentage multiplied by the Holder Representative Expenses, and, Parent shall cause the Exchange

Agent to pay from the Exchange Fund such amounts to Holder Representative on the Closing Date.

(c)

After the Parent Merger Effective Time, there shall be no transfers on the stock transfer books of the Surviving OpCo Company or

the Surviving PropCo Company of any shares of Maverick OpCo Common Stock or Maverick PropCo Interests that were outstanding immediately

prior to the Parent Merger Effective Time. If, after the Parent Merger Effective Time, shares of Maverick OpCo Common Stock or interests

of Maverick PropCo Interests are presented to the Exchange Agent, they shall be surrendered and cancelled against delivery of the applicable

portion of the Aggregate Merger Consideration as provided in this Article II.

(d)

No interest shall accrue or be paid on any portion of the Aggregate Merger Consideration payable upon the delivery of Certificates

or Letters of Transmittal. Any portion of the Exchange Fund remaining unclaimed by Maverick OpCo Holders, Maverick PropCo Holders or Holder

Representative eighteen (18) months after the PropCo Merger Effective Time shall become, to the extent required by applicable Law, the

property of the Surviving OpCo Company, free and clear of any claim or interest of any Person previously entitled thereto. The Exchange

Agent will notify New Slider HoldCo, Parent and Holder Representative prior to the time that any portion of the Exchange Fund which remains

unclaimed would have to be delivered to a public official pursuant to applicable abandoned property, escheat or similar laws and, at New

Slider HoldCo’s option, such portion shall be paid to New Slider HoldCo. None of the Parent Parties, or after the Closing, the Surviving

OpCo Company, the Surviving PropCo Company, the Acquired Companies, the Exchange Agent or any of their respective Affiliates shall be

liable to any Maverick OpCo Holder, Maverick PropCo Holder, or Holder Representative, for any cash or interest thereon delivered to a

public official to the extent required by any applicable abandoned property, escheat or similar Laws.

(e)

In the event that any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the

Person claiming such Certificate to be lost, stolen or destroyed, and, if required by New Slider HoldCo and/or the Exchange Agent, a customary

indemnity bond, the Exchange Agent will issue, or will cause to be issued, in exchange for such lost, stolen or destroyed Certificate

the payments with respect to such Certificate to which such Person is entitled pursuant to this Article II.

(f)

All shares of HoldCo Common Stock to be issued and delivered to the Maverick OpCo Holders and the Maverick PropCo Holders hereunder

shall be free and clear of all Liens (other than restrictions on transfer under applicable securities Laws or restrictions arising under

the Stockholders Agreement), and shall be deemed issued and outstanding as of the Closing Date. Whenever a dividend or other distribution

is declared by New Slider HoldCo in respect of shares of HoldCo Common Stock, the record date for which is at or after the Closing Date,

that declaration shall include dividends or other distributions in respect of all shares of HoldCo Common Stock issuable pursuant to this

Agreement. No dividends or other distributions with respect to HoldCo Common Stock with a record date on or after the Closing Date shall

be paid to the holder of any unsurrendered Certificate or book-entry shares with respect to the HoldCo Common Stock issuable hereunder.

All such dividends and other distributions shall instead be paid by New Slider HoldCo to the Exchange Agent and shall be included in the

Exchange Fund, in each case, until the surrender of such Certificate or book-entry share (or affidavit of loss and customary indemnity

bond (if required) in lieu thereof) in accordance with this Agreement. Subject to applicable Law and this Section 2.10, following

surrender of any such Certificate (or affidavit of loss in lieu thereof and customary indemnity bond (if required)) of book-entry shares,

there shall be paid to the holder thereof, without interest, (i) the amount of dividends or other distributions with a record date on

or after the Closing Date theretofore paid with respect to such HoldCo Common Stock to which such holder is entitled pursuant to this

Agreement and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date on or after the

record date, but prior to such surrender, and with a payment date subsequent to such surrender payable with respect to such HoldCo Common

Stock to which such holder is entitled pursuant to this Agreement.

(g)

No certificates or scrip representing fractional shares of HoldCo Common Stock shall be issued in exchange for the Equity Interests

of Maverick OpCo or Maverick PropCo pursuant to this Article II. Notwithstanding any other provision of this Agreement, each

Maverick OpCo Holder and Maverick PropCo Holder who would otherwise have been entitled to receive a fraction of a share of HoldCo Common

Stock (after taking into account all Equity Interests of each of Maverick OpCo and Maverick PropCo exchanged by such holder) shall receive,

in lieu thereof, cash (without interest) in an amount equal to such fractional amount multiplied by the Closing Parent Common Stock Price.

(h)

The Exchange Agent shall invest any cash included in the Exchange Fund, as directed by Parent, on a daily basis; provided

that any such investments shall be in (i) direct short-term obligations of, or short-term obligations guaranteed by, the U.S. government,

(ii) short-term commercial paper obligations rated the highest quality by Moody’s Investors Service, Inc. or Standard & Poor’s

corporation, respectively, (iii) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks

with capital exceeding $10 billion (based on the most recent financial statements of such bank which are then publicly available),

(iv) mutual funds investing solely in such assets, or (v) a combination of the foregoing; provided, further, that no such

investment or loss thereon shall affect the amounts payable to Maverick OpCo Holders and Class A Maverick PropCo Holders pursuant to this

Article II, and following any losses from any such investment, Parent shall promptly deposit (or cause to be deposited) additional

funds to the Exchange Agent for the benefit of Maverick OpCo Holders and Class A Maverick PropCo Holders at the Parent Merger Effective

Time in the amount of such losses to the extent necessary to satisfy Parent’s and New Slider HoldCo’s obligations under this

Article II, which additional funds will be deemed to

be part of the Exchange Fund. Any interest and other income resulting from such investments shall be paid to Parent upon termination of

the Exchange Fund pursuant to this Section 2.10.

Section 2.11

Calculation of Cash Consideration.

(a)

Maverick OpCo Cash Consideration. The term “Maverick OpCo Estimated Cash Consideration” means the amount

resulting from: (i) $19,308,750,000 minus (ii) $55,273,288.02 (the “Maverick OpCo Adjustment Escrow Amount”)

plus (iii) the Maverick OpCo Estimated Adjustment Amount (if the Maverick OpCo Estimated Adjustment Amount is a positive number),

minus (iv) the absolute value of the Maverick OpCo Estimated Adjustment Amount (if the Maverick OpCo Estimated Adjustment

Amount is a negative number). The Maverick OpCo Estimated Cash Consideration shall be subject to adjustment following the Closing pursuant

to Section 2.12 (as so adjusted, the “Maverick OpCo Cash Consideration”).

(b)

Maverick PropCo Estimated Purchase Price. The term “Maverick PropCo Estimated Cash Consideration” means

the amount resulting from: (i) $2,291,250,000 minus (ii) $4,726,711.98 (the “Maverick PropCo Adjustment Escrow Amount”),

plus (iii) the Maverick PropCo Estimated Adjustment Amount (if the Maverick PropCo Estimated Adjustment Amount is a positive number),

minus (iv) the absolute value of the Maverick PropCo Estimated Adjustment Amount (if the Maverick PropCo Estimated Adjustment

Amount is a negative number). The Maverick PropCo Estimated Cash Consideration shall be subject to adjustment following the Closing pursuant

to Section 2.12 (as so adjusted, the “Maverick PropCo Cash Consideration”).

(c)

Pre-Closing Statement and Transaction Expenses.

(i)

Not fewer than three (3) Business Days prior to the anticipated Closing Date, the Maverick TopCos shall deliver to Parent and New

Slider HoldCo a certificate executed by an executive officer of each of Maverick OpCo and Maverick PropCo (the “Pre-Closing Statement”),

setting forth good faith estimates:

(1)

for the Maverick OpCo Acquired Companies of (A) Maverick OpCo Closing Indebtedness, (B) Maverick OpCo Transaction Expenses,

(C) Maverick OpCo Net Working Capital, (D) Maverick OpCo Closing Cash, and (E) the Maverick OpCo Adjustment Amount, in each case determined

in accordance with the Balance Sheet Rules (clause (E) being the “Maverick OpCo Estimated Adjustment Amount”

for the Maverick OpCo Acquired Companies), together with reasonable supporting documentation for such estimates; and

(2)

for the Maverick PropCo Acquired Companies, of (A) Maverick PropCo Closing Indebtedness, (B) Maverick PropCo Transaction

Expenses, (C) Maverick PropCo Net Working Capital, (D) Maverick PropCo Closing Cash, and (E) the Maverick PropCo Adjustment Amount, in

each case determined in accordance with the Balance Sheet Rules (clause (E) being the “Maverick PropCo Estimated Adjustment

Amount” for the Maverick PropCo Acquired Companies), together with reasonable supporting documentation for such estimates.

(ii)

The Maverick TopCos shall deliver to Parent final written invoices with respect to the payees of Transaction Expenses to be paid

by any of the Acquired Companies at the Closing and shall indicate which Acquired Company, as applicable, paid or will pay each such invoice

(the “Closing Transaction Expenses”).

(iii)

After the delivery of the Pre-Closing Statement, in connection with Parent’s review thereof, Parent and its Representatives

shall be permitted to review the books and records of the Acquired Companies and shall be provided with reasonable access to the personnel

and advisers of the Acquired Companies who were involved in the preparation of the Pre-Closing Statement in order to ask questions and

receive answers, and the Acquired Companies shall use commercially reasonable efforts to provide any reasonable supporting documentation

that Parent may reasonably request; provided, however that external accountants shall not be obliged to make any work papers available

to Parent and New Slider HoldCo unless Parent, New Slider HoldCo and/or Parent’s and New Slider HoldCo’s accountants, as applicable,

have signed a customary agreement relating to such access to work papers. Prior to the Closing, the Maverick TopCos shall consider, in

good faith, any changes to the Pre-Closing Statement proposed by Parent and, to the extent the Maverick TopCos, in their sole discretion,

agree with any such changes, the Maverick TopCos will modify the Pre-Closing Statement to reflect such changes; provided that if

the parties are unable to resolve such differences prior to the Closing Date, in no event shall such disagreement delay the Closing, and

the estimates and calculations of the Maverick TopCos set forth in the Pre-Closing Statement with such changes as have been agreed in

writing by the Maverick TopCos and Parent (if any) shall control for the purposes of calculating the payments required to be made on the

Closing Date pursuant to Article II. For the avoidance of doubt, Parent shall have no obligation to comment on the Pre-Closing

Statement and Parent’s failure to identify any questions or changes to the Pre-Closing Statement shall not indicate any acceptance

or waiver, or otherwise impact Parent’s right to prepare the Closing Statement in accordance with Section 2.12.

(iv)

Holder Representative and each of the Maverick TopCos acknowledges and agrees on behalf of such Person and its Affiliates that,

for the purposes of calculating the payments required to be made on the Closing Date pursuant to Article II, Parent and their

Affiliates (including the Acquired Companies following the Closing) shall be able to rely on the allocations made by the Maverick TopCos,

Holder Representative and its Affiliates in determining (A) Maverick OpCo Closing Cash and Maverick PropCo Closing Cash, (B) Maverick

OpCo Closing Indebtedness and Maverick PropCo Closing Indebtedness, (C) Maverick OpCo Transaction Expenses and Maverick PropCo Transaction

Expenses, (D) Maverick OpCo Net Working Capital Adjustment and Maverick PropCo Net Working Capital Adjustment, and (E) the Maverick

OpCo Estimated Cash Consideration and the Maverick PropCo Estimated Cash Consideration.

Section 2.12

Adjustment of Purchase Price.

(a)

Closing Statement.

(i)

Within ninety (90) days following the Closing Date, New Slider HoldCo and Parent shall prepare and deliver to Holder Representative

a certificate executed by an executive officer of New Slider HoldCo (the “Closing Statement”):

(1)

as to the Maverick OpCo Acquired Companies, setting forth New Slider HoldCo’s good faith determination, for the Maverick

OpCo Acquired Companies, of (A) Maverick OpCo Closing Indebtedness, (B) Maverick OpCo Transaction Expenses, (C) Maverick OpCo Net Working

Capital, (D) Maverick OpCo Closing Cash, and (E) the Maverick OpCo Adjustment Amount, in each case determined in accordance with

the Balance Sheet Rules, together with reasonable supporting documentation for such calculations; and

(2)

as to the Maverick PropCo Acquired Companies setting forth New Slider HoldCo’s good faith determination, for the Maverick

PropCo Acquired Companies, of (A) Maverick PropCo Closing Indebtedness, (B) Maverick PropCo Transaction Expenses, (C) Maverick PropCo

Net Working Capital, (D) Maverick PropCo Closing Cash, and (E) the Maverick PropCo Adjustment Amount, in each case determined in accordance

with the Balance Sheet Rules, together with reasonable supporting documentation for such estimates.

(ii)

Following delivery of the Closing Statement, New Slider HoldCo and Parent shall promptly provide Holder Representative and its

Representatives with any supporting documentation for the Closing Statement that Holder Representative may reasonably request, and, in

connection with Holder Representative’s review of the Closing Statement, Holder Representative and its Representatives shall be

permitted to review the books and records of New Slider HoldCo, Parent and the Acquired Companies and shall be provided with reasonable

access to the personnel and advisers of Parent who were involved in the preparation of the Closing Statement in order to ask questions

and receive answers, and New Slider HoldCo and Parent shall use commercially reasonable efforts to provide any reasonable supporting documentation

that Holder Representative may reasonably request; provided, however that external accountants shall not be obliged to make any

work papers available to Holder Representative unless Holder Representative and/or Holder Representative’s accountants, as applicable,

have signed a customary agreement relating to such access to work papers.

(b)

Dispute Resolution. Within sixty (60) days after Holder Representative’s receipt of the Closing Statement, Holder

Representative may deliver to New Slider HoldCo a written statement specifying any objections thereto in reasonable detail with reasonable

supporting documentation for such objections (an “Objections Statement”). If Holder Representative does not deliver

an Objections Statement within such 60-day period, then the Closing Statement shall become final and binding upon all parties. If

Holder Representative delivers an Objections Statement within such 60-day period, then Holder Representative and New Slider HoldCo

shall negotiate in good faith for 30 days following New Slider HoldCo’s receipt of such Objections Statement to resolve such objections.

Any such objections that Parent and Holder Representative are unable to resolve during such 30-day period is referred to as a “Dispute”.

After such 30-day period, any matter set forth in the Closing Statement that is not a Dispute shall become final and binding upon all

parties. If New Slider HoldCo and Holder Representative are unable to resolve all objections during such 30-day period, then any Disputes,

and only such Disputes, shall be submitted promptly by New Slider HoldCo and Holder Representative to the dispute resolution practice

of Deloitte LLP, or if Deloitte LLP declines the engagement, an independent accounting firm of national reputation mutually acceptable

to New Slider HoldCo and Holder Representative (the “Accounting Firm”). The Accounting Firm shall act as a neutral

expert and not as an arbitrator and will resolve only the disputed items that have

been

submitted to it pursuant to this Section 2.12(b) solely in accordance with the procedures (including any defined terms and

the Balance Sheet Rules) set forth in this Agreement. No party or any of its Affiliates or Representatives will engage in any ex parte

communication with the Accounting Firm at any time with respect to any Dispute. The Accounting Firm shall be instructed to resolve

any Disputes solely in accordance with the terms and procedures (including any defined terms and the Balance Sheet Rules) of this Agreement

within 30 days after its appointment. The resolution of such Disputes by the Accounting Firm (i) shall be set forth in writing,

(ii) shall be within the range of dispute between Parent and Holder Representative, (iii) shall constitute an arbitral award

and (iv) shall be conclusive and binding upon all the parties, absent manifest error, upon which a judgment may be rendered by a

court having proper jurisdiction thereover. Upon delivery of such resolution, the Closing Statement, as modified in accordance with such

resolution, shall become final and binding upon all parties. New Slider HoldCo and Holder Representative agree that the procedures set

forth in this Section 2.12(b) for resolving disputes with respect to the Closing Statement shall, except in the case of actual

common law fraud under Delaware law, be the sole and exclusive method for resolving any such disputes; provided, however,

that this provision shall not prohibit either party from instituting litigation to enforce any final determination of the Final Maverick

OpCo Adjustment Amount and the Final Maverick PropCo Adjustment Amount by the Accounting Firm pursuant to this Section 2.12(b)

in any court of competent jurisdiction in accordance with Section 8.4. The substance of the Accounting Firm’s determination

shall not be subject to review or appeal, absent a showing of manifest error. It is the intent of the parties to have any final determination

of the Final Maverick OpCo Adjustment Amount and the Final Maverick PropCo Adjustment Amount by the Accounting Firm proceed in an expeditious

manner; provided, however, that any deadline or time period contained herein may be extended or modified by the written

agreement of New Slider HoldCo and Holder Representative and the parties agree that the failure of the Accounting Firm to strictly conform

to any deadline or time period contained herein shall not be a basis for seeking to overturn any determination rendered by the Accounting

Firm which otherwise conforms to the terms of this Section 2.12(b).

(c)

Accounting Firm Expenses. The terms of appointment and engagement of the Accounting Firm shall be as reasonably agreed upon

between the Holder Representative and New Slider HoldCo, and any associated engagement fees shall initially be borne fifty percent (50%)

by the Holder Representative and fifty percent (50%) by New Slider HoldCo; provided however, that such fees, costs and expenses of the

Accounting Firm shall ultimately be allocated between New Slider HoldCo, on the one hand, and Maverick OpCo (as to the Maverick OpCo portion

of the Closing Statement) or Maverick PropCo (as to the Maverick PropCo portion of the Closing Statement), on the other hand, based upon

the percentage which the portion of the Disputes not awarded to each party bears to the amount actually contested by such party. For example,

if Holder Representative claims that the appropriate adjustments are $1,000 greater than the amount determined by Parent and if the Accounting

Firm ultimately resolves the Dispute by awarding to Holder Representative $300 of the $1,000 contested, then the fees, costs and expenses

of the Accounting Firm will be allocated 30% (i.e., 300 ÷ 1,000) to Parent and 70% (i.e., 700 ÷ 1,000)

to the Holder Representative.

(d)

Final Adjustment Amounts. As used herein, “Final Maverick OpCo Adjustment Amount” and “Final

Maverick PropCo Adjustment Amount”, means, (i) if Holder Representative fails to deliver an Objections Statement as to the Closing

Statement in accordance

with

Section 2.12(b), the Maverick OpCo Adjustment Amount (in the case

of the Final Maverick OpCo Adjustment Amount) and the Maverick PropCo Adjustment Amount (in the case of the Maverick PropCo Adjustment

Amount) set forth in the Closing Statement or (ii) if the Maverick OpCo Adjustment Amount and/or the Maverick PropCo Adjustment

Amount is resolved by New Slider HoldCo and Holder Representative or by submission of any Disputes to the Accounting Firm, as contemplated

by Section 2.12(b), the Maverick OpCo Adjustment Amount (in the case of the Final Maverick OpCo Adjustment Amount) and the

Maverick PropCo Adjustment Amount (in the case of the Final Maverick PropCo Adjustment Amount), each as so resolved.

(i)

If the Final Maverick OpCo Adjustment Amount is:

(1)

greater than the Maverick OpCo Estimated Adjustment Amount (any such excess, the “Maverick OpCo Holders Adjustment Amount”),

then promptly (but in any event within three (3) Business Days following the determination of the Final Maverick OpCo Adjustment Amount):

(A) New Slider HoldCo and Holder Representative shall deliver to the Escrow Agent a joint release notice directing the Escrow Agent to

release to Holder Representative (for distribution to the Maverick OpCo Holders in accordance with the Pro Rata Maverick OpCo Ownership

Percentage) the funds from the Maverick OpCo Adjustment Escrow Account to an account or accounts designated by Holder Representative in

writing; and (B) New Slider HoldCo shall deliver or cause to be delivered to Holder Representative (for distribution to the Maverick OpCo

Holders in accordance with the Pro Rata Maverick OpCo Ownership Percentage), the Maverick OpCo Holders Adjustment Amount; provided that

Parent shall have no liability to the Maverick OpCo Holders or the Holder Representative in excess of the Maverick OpCo Holders Adjustment

Amount Cap for any disputes related to the Final Maverick OpCo Adjustment Amount, including in respect of any Maverick OpCo Holders Adjustment

Amount payable pursuant to this Agreement, including in the circumstances where the Maverick OpCo Holders Adjustment Amount is an amount

in excess of the Maverick OpCo Holders Adjustment Amount Cap;

(2)

less than the Maverick OpCo Estimated Adjustment Amount (any such shortfall, the “Opco/Parent Adjustment Amount”),

then promptly (but in any event within three (3) Business Days following the determination of the Final Maverick OpCo Adjustment Amount),

New Slider HoldCo and Holder Representative shall deliver to the Escrow Agent a joint release notice directing the Escrow Agent to release

to New Slider HoldCo an amount equal to the lesser of the amount in the Maverick OpCo Adjustment Escrow Account and the OpCo/Parent Adjustment

Amount; provided that if the amount then held in the Maverick OpCo Adjustment Escrow Account exceeds the Opco/Parent Adjustment

Amount, such joint release notice shall also direct the Escrow Agent to release to Holder Representative (for distribution to the Maverick

OpCo Holders in accordance with the Pro Rata Maverick OpCo Ownership Percentage) the amount of such excess. For the avoidance of doubt,

subject to Section 2.12(d)(iii), the Maverick OpCo Adjustment Escrow Funds (together with any amounts available from the Maverick

PropCo Adjustment Escrow Account pursuant to Section 2.12(d)(iii)) shall be the sole and exclusive recourse available to Parent for

any disputes related to the Final Maverick OpCo Adjustment Amount including in respect of any Opco/Parent Adjustment Amount payable to

New Slider HoldCo pursuant to this Agreement and the Maverick OpCo Holders shall have no liability in respect thereof in excess of available

Maverick OpCo Adjustment Escrow Funds (and any amounts available from the Maverick PropCo

Adjustment Escrow Account pursuant to Section 2.12(d)(iii)), including in the circumstances where the Opco/Parent Adjustment Amount is an amount

in excess of the available Maverick OpCo Adjustment Escrow Funds. All such payments required to be made pursuant to this Section 2.12(d)(i)(2)

shall be made promptly by wire transfer of immediately available funds to an account or accounts designated by Parent or Holder Representative,

as applicable, in writing; or

(3)

equal to the Maverick OpCo Estimated Adjustment Amount, then Parent and Holder Representative shall promptly (but in any event

within three (3) Business Days following the determination of the Final Maverick OpCo Adjustment Amount) deliver to the Escrow Agent a

joint release notice directing the Escrow Agent to release to Holder Representative (for distribution to Maverick OpCo Holders) the amount

then held in the Maverick OpCo Adjustment Escrow Account to an account or accounts designated by Holder Representative in writing.

(ii)

If the Final Maverick PropCo Adjustment Amount is:

(1)

greater than the Maverick PropCo Estimated Adjustment Amount (any such excess, the “Maverick PropCo Holders Adjustment

Amount”), then promptly (but in any event within three (3) Business Days following the determination of the Final Maverick PropCo

Adjustment Amount): (A) New Slider HoldCo and Holder Representative shall deliver to the Escrow Agent a joint release notice directing

the Escrow Agent to release to Holder Representative (for distribution to the Class A Maverick PropCo Holders in accordance with the Pro

Rata Maverick PropCo Ownership Percentage) the funds from the Maverick PropCo Adjustment Escrow Account to an account or accounts designated

by Holder Representative in writing; and (B) New Slider HoldCo shall deliver or cause to be delivered to Holder Representative (for distribution

to the Class A Maverick PropCo Holders in accordance with the Pro Rata Maverick PropCo Ownership Percentage), the Maverick PropCo Holders

Adjustment Amount; provided that Parent shall have no liability to the Maverick PropCo Holders or the Holder Representative in excess

of the Maverick PropCo Holders Adjustment Amount Cap for any disputes related to the Final Maverick PropCo Adjustment Amount, including

in respect of any Maverick PropCo Holders Adjustment Amount payable pursuant to this Agreement, including in the circumstances where the

Maverick PropCo Holders Adjustment Amount is an amount in excess of the Maverick PropCo Holders Adjustment Amount Cap;

(2)

less than the Maverick PropCo Estimated Adjustment Amount (any such shortfall, the “PropCo/Parent Adjustment Amount”),

then promptly (but in any event within three (3) Business Days following the determination of the Final Maverick PropCo Adjustment Amount),

New Slider HoldCo and Holder Representative shall deliver to the Escrow Agent a joint release notice directing the Escrow Agent to release

to New Slider HoldCo an amount equal to the lesser of the amount in the Maverick PropCo Adjustment Escrow Account and the PropCo/Parent

Adjustment Amount; provided that if the amount then held in the Maverick PropCo Adjustment Escrow Account exceeds the PropCo/Parent

Adjustment Amount, such joint release notice shall also direct the Escrow Agent to release to Holder Representative (for distribution

to the Class A Maverick PropCo Holders in accordance with the Pro Rata Maverick PropCo Ownership Percentage) the amount of such excess.

For the avoidance of doubt, subject to Section 2.12(d)(iii), the Maverick PropCo Adjustment Escrow Funds (together

with

any amounts available from the Maverick PropCo Adjustment Escrow Account pursuant to Section 2.12(d)(iii)) shall be the sole and

exclusive recourse available to New Slider HoldCo and Parent for any disputes related to the Final Maverick PropCo Adjustment Amount

including in respect of any PropCo/Parent Adjustment Amount payable to New Slider HoldCo pursuant to this Agreement and the Maverick

PropCo Holders shall have no liability in respect thereof in excess of available Maverick PropCo Adjustment Escrow Funds (and any amounts

available from the Maverick PropCo Adjustment Escrow Account pursuant to Section 2.12(d)(iii)), including in the circumstances where

the PropCo/Parent Adjustment Amount is an amount in excess of the available Maverick PropCo Adjustment Escrow Funds. All such payments

required to be made pursuant to this Section 2.12(d)(ii)(2) shall be made promptly by wire transfer of immediately available funds

to an account or accounts designated by New Slider HoldCo or Holder Representative, as applicable, in writing; or

(3)

equal to the Maverick PropCo Estimated Adjustment Amount, then Parent and Holder Representative shall promptly (but in any event

within three (3) Business Days following the determination of the Final Maverick PropCo Adjustment Amount) deliver to the Escrow Agent

a joint release notice directing the Escrow Agent to release to Holder Representative (for distribution to Class A Maverick PropCo Holders)

the amount then held in the Maverick PropCo Adjustment Escrow Account to an account or accounts designated by Holder Representative in

writing.

(iii)

If the OpCo/Parent Adjustment Amount exceeds the amount then held in the Maverick OpCo Adjustment Escrow Account (such excess,

the “OpCo Escrow Shortfall”), New Slider HoldCo and Holder Representative shall deliver to the Escrow Agent a joint release

notice directing the Escrow Agent to release to New Slider HoldCo from the Maverick PropCo Adjustment Escrow Account an amount equal to

the lesser of (A) the OpCo Escrow Shortfall and (B) the total amount then held in the Maverick PropCo Adjustment Escrow Account. If the

PropCo/Parent Adjustment Amount exceeds the amount then held in the Maverick PropCo Adjustment Escrow Account (such excess, the “PropCo

Escrow Shortfall”), New Slider HoldCo and Holder Representative shall deliver to the Escrow Agent a joint release notice directing

the Escrow Agent to release to New Slider HoldCo from the Maverick OpCo Adjustment Escrow Account an amount equal to the lesser of (A)

the PropCo Escrow Shortfall and (B) the total amount then held in the Maverick OpCo Adjustment Escrow Account. Any amounts released from

an Adjustment Escrow Account pursuant to this Section 2.12(d)(iii) shall reduce the funds available in such Adjustment Escrow Account

for purposes of clauses (i) and (ii) above, and in no event shall the aggregate amounts released to New Slider HoldCo from both Adjustment

Escrow Accounts pursuant to this Section 2.12(d) exceed the sum of the OpCo/Parent Adjustment Amount and the PropCo/Parent Adjustment

Amount.

(iv)

Notwithstanding anything to the contrary herein, within three (3) Business Days following the delivery by New Slider HoldCo and

Parent of the Closing Statement, if (A) the Closing Statement sets forth a Final Maverick OpCo Adjustment Amount that is greater than

the Maverick OpCo Estimated Adjustment Amount, New Slider HoldCo and Parent and Holder Representative shall deliver to the Escrow Agent

a joint release notice directing the Escrow Agent to release to Holder Representative (for distribution to Maverick OpCo Holders) the

amount then held in the Maverick OpCo Adjustment Escrow Account to an account or accounts designated by Holder Representative in writing

and (B) the Closing

Statement

sets forth a Final Maverick OpCo Adjustment Amount that is less than the Maverick OpCo Estimated Adjustment Amount, then New Slider HoldCo

and Parent and Holder Representative shall deliver to the Escrow Agent a joint release notice directing the Escrow Agent to deliver to

Holder Representative (for distribution to Maverick OpCo Holders) the amount, if any, by which the Maverick OpCo Adjustment Escrow Funds

exceed the difference between (x) the Final Maverick OpCo Adjustment Amount and (y) the Maverick OpCo Estimated Adjustment Amount.

(v)

Notwithstanding anything to the contrary herein, within three (3) Business Days following the delivery by New Slider HoldCo and

Parent of the Closing Statement, if (A) the Closing Statement sets forth a Final Maverick PropCo Adjustment Amount that is greater than

the Maverick PropCo Estimated Adjustment Amount, New Slider HoldCo and Parent and Holder Representative shall deliver to the Escrow Agent

a joint release notice directing the Escrow Agent to release to Holder Representative (for distribution to Class A Maverick PropCo Holders)

the amount then held in the Maverick PropCo Adjustment Escrow Account to an account or accounts designated by Holder Representative in

writing and (B) the Closing Statement sets forth a Final Maverick PropCo Adjustment Amount that is less than the Maverick PropCo Estimated

Adjustment Amount, then New Slider HoldCo and Parent and Holder Representative shall deliver to the Escrow Agent a joint release notice

directing the Escrow Agent to deliver to Holder Representative (for distribution to Class A Maverick PropCo Holders) the amount, if any,

by which the Maverick PropCo Adjustment Escrow Funds exceed the difference between (x) the Final Maverick PropCo Adjustment Amount and

(y) the Maverick PropCo Estimated Adjustment Amount.

(vi)

All payments made pursuant to this Section 2.12(d) shall be treated by all parties for tax purposes as adjustments

to the Maverick OpCo Merger Consideration and Maverick PropCo Merger Consideration, as applicable (other than with respect to any amounts

treated as interest under Section 483 of the Code and the Treasury Regulations thereunder (or any corresponding or similar provision of

state, local or foreign Law)), except to the extent otherwise required by a “determination” within the meaning of Section

1313(a) of the Code (or any similar provision of state, local or foreign Law). In connection with determining whether the Final Maverick

OpCo Adjustment Amount or Final Maverick PropCo Adjustment Amount is “greater than”, “less than” or “equal

to” the Maverick OpCo Estimated Adjustment Amount or the Final Maverick PropCo Adjustment Amount, as applicable, all calculations

made under this Section 2.12(d) shall be made in reference to the difference between the amount received in the aggregate

by the Maverick OpCo Holders or the Class A Maverick PropCo Holders, as applicable, at the Closing based on the Maverick OpCo Estimated

Adjustment Amount or Maverick PropCo Estimated Adjustment Amount, as applicable, as compared to the amount which should have been received

in the aggregate by Maverick OpCo Holders or the Class A Maverick PropCo Holders at the Closing based on the Final Maverick OpCo Adjustment

Amount or the Final Maverick PropCo Adjustment Amount, as applicable, as finally determined hereunder.

Section 2.13

Adjustment Escrow Accounts. At the Closing, Parent shall deposit, or shall cause to be deposited, with the Escrow Agent

cash in the amount of the Maverick OpCo Adjustment Escrow Amount and the Maverick PropCo Adjustment Escrow Amount by wire transfer of

immediately available funds to separate, segregated, interest bearing accounts

designated in writing by the Escrow Agent no

fewer than three (3) Business Days prior to the Closing Date (such account holding the Maverick OpCo Adjustment Escrow Amount, the “Maverick

OpCo Adjustment Escrow Account”, and such account holding the Maverick PropCo Adjustment Escrow Amount, the “Maverick

PropCo Adjustment Escrow Account”, and each an “Adjustment Escrow Account”). The Maverick OpCo Adjustment

Escrow Account shall be used exclusively to satisfy the obligation to deliver amounts in accordance with the terms of Section 2.12(d)(i),

Section 2.12(d)(iii) and Section 2.12(d)(iv) and the Maverick PropCo Adjustment Escrow Account shall be used exclusively

to satisfy the obligation to deliver amounts in accordance with the terms of Section 2.12(d)(ii), Section 2.12(d)(iii) and

Section 2.12(d)(v). In the event of a conflict between the Escrow Agreement and this Agreement, the terms of this Agreement shall

govern.

Section 2.14

Withholding. Each of Parent, the Maverick TopCos, their Affiliates, the Exchange Agent and any other applicable withholding

agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as it

is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign

Tax law; provided, that (except with respect to amounts (1) treated as compensation for applicable Tax purposes, (2) attributable to the

failure to provide the forms described in Section 2.2(b)(ii) and Section 2.2(b)(iii), or (3) required to be withheld

pursuant to Section 1445 or Section 1446(f) of the Code) if Parent determines that any such deduction or withholding is required, Parent

shall use commercially reasonable efforts to provide notice to the Holder Representative of its intent to deduct or withhold as soon as

reasonably practicable prior to the payment to which such deduction or withholding would apply, and shall reasonably cooperate with the

Holder Representative to mitigate or eliminate any such deduction or withholding to the maximum extent permitted by applicable Law. To

the extent that amounts are so withheld or paid over to or deposited with the relevant Governmental Authority, such withheld 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 was

made.

Section 2.15

Certain Adjustments. If, during the Interim Period (and as permitted by Section 5.3), the outstanding shares

of Parent Common Stock shall have been changed into a different number of shares or a different class of shares by reason of any stock

dividend, subdivision, reorganization, reclassification, recapitalization, stock split, reverse stock split, combination or exchange of

shares, or any similar event shall have occurred, then the Maverick OpCo Common Stock Consideration shall be equitably adjusted, without

duplication, to proportionally reflect such change; provided that nothing in this Section 2.15 shall be construed to

permit Parent to take any action with respect to its securities that is prohibited by the terms of this Agreement.

Section 2.16 Certain

Payments. The parties agree that in addition to the Maverick OpCo Consideration and Maverick PropCo Consideration, the Maverick

OpCo Holders shall be entitled to, and New Slider HoldCo shall pay, or cause to be paid, the amounts set forth on Section 2.16

of the Maverick Disclosure Letter, subject to and in accordance with the terms and conditions set forth on Section 2.16 of the

Maverick Disclosure Letter.

Section 2.17

Holder Representative.

(a)

Designation and Replacement of Holder Representative. The parties hereto have agreed that it is desirable to designate

a representative to act on behalf of the Maverick OpCo Holders and the Class A Maverick PropCo Holders for certain limited purposes, as

specified herein (the “Holder Representative”). Ki Atlantic Holdings Limited shall be the agent and attorney-in-fact

for each of the Maverick OpCo Holders and Maverick PropCo Holders to act as Holder Representative under this Agreement and the other Transaction

Documents in accordance with the terms hereof. In the event of the resignation of Holder Representative, a successor Holder Representative,

appointed by the resigning Holder Representative, shall thereafter be appointed by an instrument in writing signed by such successor Holder

Representative.

(b)

Holder Representative is hereby (and each Letter of Transmittal shall provide, that Holder Representative is) authorized and empowered

to act for, and on behalf of, any or all of the Maverick OpCo Holders and the Maverick PropCo Holders (with full power of substitution

in the premises) in connection with (i) the cash consideration adjustment set forth in Section 2.11 and Section 2.12

and (ii) such other matters as are reasonably necessary for the consummation of the transactions contemplated by this Agreement, including

(A) to receive or direct the receipt or distribution of all payments owing to the Maverick OpCo Holders and the Class A Maverick PropCo

Holders under this Agreement, (B) to withhold any amounts received on behalf of the Maverick OpCo Holders and the Maverick PropCo Holders

in order to satisfy any actual or potential liabilities of the Holders under this Agreement, (C) to make any payments on behalf of the

Maverick OpCo Holders and the Maverick PropCo Holders and collect from the Maverick OpCo Holders and the Class A Maverick PropCo Holders

(in accordance with the Pro Rata Maverick OpCo Ownership Percentages and the Pro Rata Maverick PropCo Ownership Percentages, as applicable)

any amounts paid in settlement of any claims under this Agreement, (D) to terminate, amend, waive any provision of or abandon this Agreement

or any of the other Transaction Documents, (E) to act as the representative of the Maverick OpCo Holders and the Maverick PropCo Holders

to review and authorize all claims and disputes or question the accuracy thereof, (F) to negotiate and compromise on their behalf with

Parent any claims asserted hereunder and to authorize payments to be made with respect thereto, (G) to distribute or direct the distribution

of any payments to Maverick OpCo Holders and the Maverick PropCo Holders as contemplated by this Agreement, (H) to take such further actions

as are authorized in this Agreement or the other Transaction Documents and (I) in general, do all things and perform all acts, including

executing and delivering all agreements (including the other Transaction Documents), certificates, receipts, consents, elections, instructions

and other documents contemplated by or deemed by Holder Representative to be necessary or desirable in connection with this Agreement,

other Transaction Documents and the transactions contemplated by this Agreement. Each of the Parent Parties shall be entitled to rely

on such appointment and to treat Holder Representative as the duly appointed attorney-in-fact of each Holder. Notices given to Holder

Representative in accordance with the provisions of this Agreement shall constitute notice to the Maverick OpCo Holders and the Maverick

PropCo Holders for all purposes under this Agreement. Holder Representative shall not have any duties or responsibilities except those

expressly set forth in this Agreement and the Letter of Transmittal, and no implied covenants, agreements, functions, duties, responsibilities,

obligations or liabilities shall be read into this Agreement, the Letter of Transmittal or shall otherwise exist against Holder Representative.

(c)

The appointment of Holder Representative is an agency coupled with an interest and is irrevocable and any action taken by Holder

Representative pursuant to the authority granted in this Section 2.17 shall be effective and absolutely binding on each

Maverick OpCo Holder and Class A Maverick PropCo Holder notwithstanding any contrary action of or direction from such Maverick OpCo Holder

and Class A Maverick PropCo Holder, and the death or incapacity, or dissolution or other termination of existence, of any Maverick OpCo

Holder and Class A Maverick PropCo Holder shall not terminate the authority and agency of Holder Representative, and each Letter of Transmittal

shall provide for the foregoing. The Parent Parties and any other party to a Transaction Document in dealing with Holder Representative

may conclusively rely, without inquiry, upon any act taken (or omitted to be taken) of Holder Representative as the act of the Maverick

OpCo Holders and the Maverick PropCo Holders, all of which actions (or omissions) shall be legally binding upon the Maverick OpCo Holders

and the Maverick PropCo Holders.

(d)

Holder Representative shall not be (and each Letter of Transmittal shall provide that Holder Representative shall not be) liable

to any Maverick OpCo Holders and the Maverick PropCo Holders, with respect to any action taken or omitted to be taken by Holder Representative

in its role as Holder Representative under or in connection with this Agreement or any or Transaction Document. The Parent Parties acknowledge

and agree that Holder Representative is party to this Agreement solely for purposes of serving as the “Holder Representative”.

(e)

Holder Representative shall receive no compensation for service as such but shall receive reimbursement from, and be indemnified

from, the Holder Representative Expenses, by the Maverick OpCo Holders and the Maverick PropCo Holders for any and all expenses, charges

and liabilities, including reasonable attorneys’ fees (collectively, the “Holder Representative Expenses”), incurred

by Holder Representative in the performance or discharge of its duties set forth in this Section 2.17. If the amount of the

Holder Representative Expenses is less than Holder Representative Expenses, each Class A Maverick PropCo Holder and Maverick PropCo Holder

shall pay to Holder Representative an amount equal to the product of (a) such Pro Rata Maverick OpCo Ownership Percentage or the Pro Rata

Maverick PropCo Ownership Percentage multiplied by (b) the difference between (i) Holder Representative Expenses and (ii) the Holder Representative

Expenses. In the event that the Holder Representative Expenses exceed Holder Representative Expenses, at such time as Holder Representative

determines (in its sole discretion) is appropriate, such excess amount shall be distributed to the Maverick OpCo Holders and Maverick

PropCo Holders with each receiving an amount in cash equal to (x) the balance of such excess, multiplied by (y) the applicable Pro Rata

Maverick OpCo Ownership Percentage and the Pro Rata Maverick PropCo Ownership Percentage.

Article III

REPRESENTATIONS AND WARRANTIES OF THE MAVERICK TOPCOS

Except as disclosed in the disclosure schedule

delivered by the Maverick TopCos to Parent immediately prior to the execution of this Agreement (the “Maverick Disclosure Letter”)

(each fact or item disclosed in any section or subsection of which qualifies the correspondingly numbered representation, warranty or

covenant if specified therein and any such other

representations,

warranties or covenants where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation,

warranty or covenant is reasonably apparent on its face, in accordance with Section 9.17), the Maverick TopCos, severally,

and not jointly and severally, represent and warrant to Parent and the Merger Subs as follows:

Section 3.1

Due Incorporation; Capitalization.

(a)

Each of Maverick OpCo and Maverick PropCo is duly organized, validly existing, and in good standing under the Laws of its jurisdiction

of organization. Each of the Subsidiaries of Maverick OpCo and of Maverick PropCo is duly organized, validly existing, and in good standing

under the Laws of its jurisdiction of organization, except where the failure to be in good standing, would not have, individually or in

the aggregate, an Acquired Companies Material Adverse Effect. Each of the Acquired Companies has all requisite power and authority to

own, lease and operate its respective assets and properties as they are now being owned, leased and operated and to carry on its business

as now conducted, except where the failure to do so would not have, individually or in the aggregate, an Acquired Companies Material Adverse

Effect. Each of the Acquired Companies is duly qualified to do business as a foreign corporation and, where such concept is applicable,

is in good standing in all jurisdictions in which it is required to be so qualified or in good standing, except where the failure to be

so qualified or in good standing would not have, individually or in the aggregate, an Acquired Companies Material Adverse Effect. The

Maverick TopCos have delivered to Parent true, correct and complete copies of the Organizational Documents of the Maverick TopCos as of

the date hereof and as currently in effect, and none of the Maverick TopCos is in material violation of such Organizational Documents.

(b)

As of the date of this Agreement, the authorized capital stock of Maverick OpCo consists of 400,000 shares of stock, of which (1)

200,000 shares are designated as General Business Common Stock, par value $0.01 per share (the “Maverick OpCo General Stock”)

and (2) 200,000 of which are designed as Licensed Business Common Stock, par value $0.01 per share (“Maverick OpCo Licensed Stock”

and, together with the Maverick OpCo General Stock, the “Maverick OpCo Common Stock”). As of the date of this Agreement,

there are 141,135.083 shares of Maverick OpCo Common Stock issued and outstanding, of which 79,934.557 shares are shares of Maverick OpCo

General Stock and 61,200.526 shares are shares of Maverick OpCo Licensed Stock. As of the date of this Agreement, there are 12,511,587.831

Maverick PropCo Interests issued and outstanding, of which 202,987.831 interests are Class A Maverick PropCo Interests and 12,308,600

interests are Class B Maverick PropCo Interests. Section 3.1(b)(i) of the Maverick Disclosure Letter sets forth a true, correct

and complete list as of the date of this Agreement of (1) the holders of Maverick OpCo Common Stock and the number of shares of Maverick

OpCo Common Stock held by each Maverick OpCo Holder and (2) the holders of the Maverick PropCo Interests and the number of Class A Maverick

PropCo Interests and Class B Maverick PropCo Interests held by each Maverick PropCo Holder. The Maverick TopCos have made available to

Parent prior to the date hereof a complete and correct list of each holder of EAUs, specifying, on a holder by holder basis (x) the

employee ID of each holder, and (y) the value of each award based on fiscal year 2025 earnings.

(c)

All of the issued and outstanding Equity Interests of each of the Maverick TopCos are duly authorized, validly issued, and, to

the extent applicable, fully paid and

nonassessable.

Such Equity Interests have been issued in compliance with all applicable state and federal Laws concerning the issuance of securities

in all material respects. No Equity Interests of the Maverick TopCos are subject to or were issued in violation of the preemptive rights

of any equityholder or any purchase option, call option, right of first refusal, subscription right or any similar right under any provision

of the DGCL, the DLLCA, the Organizational Documents of either of the Maverick TopCos or any agreement to which either of the Maverick

TopCos, as applicable, is a party or otherwise bound. Except as set forth in Section 3.1(c)(i)

and Section 3.1(c)(ii) of the Maverick Disclosure Letter, as of the date of this Agreement, there are no (i) issued and outstanding

Equity Interests in either of the Maverick TopCos, (ii) securities of either of the Maverick TopCos or any of their respective Subsidiaries

convertible into or exercisable or exchangeable for Equity Interests in either of the Maverick TopCos, (iii) options, warrants or other

rights or agreements to acquire from either of the Maverick TopCos, or other obligation of the either of the Maverick TopCos to issue,

deliver, transfer or sell, or cause to be issued, delivered, transferred or sold, any Equity Interests in either of the Maverick TopCos

securities convertible into or exercisable or exchangeable for Equity Interests in the either of the Maverick TopCos, (iv) voting trusts,

proxies or other similar agreements to which either of the Maverick TopCos or any of their respective Subsidiaries is a party or by which

either of the Maverick TopCos or any of their respective Subsidiaries is bound with respect to the voting of any Equity interests in

either of the Maverick TopCos or any of their respective Subsidiaries, (v) obligations restricting the transfer of, or requiring

the registration for sale of, Equity Interests in either of the Maverick TopCos or any of their respective Subsidiaries, or (vi) outstanding

or authorized appreciation rights, rights of first offer, performance shares, “phantom” stock rights or other agreements

or obligations of any character (contingent or otherwise) pursuant to which any Person is or may be entitled to receive any payment or

other value based on the revenues, earnings or financial performance, or other attribute of either of the Maverick TopCos or any of their

respective Subsidiaries or any of their businesses or assets are calculated in accordance therewith (the items in clauses (i), (ii) and

(iii) being referred to collectively as the “Maverick TopCo Securities”). There are no outstanding obligations of

either of the Maverick TopCos or any of their respective Subsidiaries to repurchase, redeem or otherwise acquire any Maverick TopCo Securities.

No Subsidiary of either of the Maverick TopCos owns any shares of capital stock in either of the Maverick TopCos.

(d)

All of the outstanding Equity Interests in each Subsidiary of the Maverick TopCos have been and are duly authorized and validly

issued, and, to the extent applicable, fully paid and nonassessable, and are owned by the Acquired Companies, free and clear of any Liens

other than Permitted Liens. Such Equity Interests have been issued in compliance with all applicable state and federal Laws concerning

the issuance of securities in all material respects. No Equity Interests of any of the Maverick TopCos’ Subsidiaries are subject

to or were issued in violation of the preemptive rights of any equityholder or any purchase option, call option, right of first refusal,

subscription right or any similar right under any provision of the DGCL, the DLLCA, the Organizational Documents of any of the Maverick

TopCos’ applicable Subsidiaries or any agreement to which the Acquired Companies is a party or otherwise bound. Except as set forth

in Section 3.1(d)(i) of the Maverick Disclosure Letter, there are no outstanding (i) Equity Interests of any of the Acquired

Companies convertible into or exercisable or exchangeable for Equity Interests in any Subsidiary of the Maverick TopCos or the Maverick

TopCos or (ii) options or other rights or agreements to acquire from either of the Maverick TopCos or any of their respective Subsidiaries,

or other obligation of either of the Maverick TopCos or any of their

respective

Subsidiaries to issue, transfer or sell, or cause to be issued, transferred or sold, any Equity Interests in any of the Maverick TopCos’

Subsidiaries or securities convertible into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests

in any of the Maverick TopCos’ Subsidiaries (the items in clauses (i)and

(ii) being referred to collectively as the “Maverick Subsidiary Securities”). There are no outstanding obligations

of either of the Maverick TopCos or any of their respective Subsidiaries to repurchase, redeem or otherwise acquire any Subsidiary Securities.

Section 3.1(d)(ii) of the Maverick Disclosure Letter sets forth a true, correct and complete list of all of the Subsidiaries

of each of Maverick OpCo and Maverick PropCo and its jurisdiction of organization.

(e)

Neither of the Maverick TopCos nor any of their respective Subsidiaries has outstanding bonds, debentures, notes or, other than

as referred to in this Section 3.1, other securities, the holders of which have the right to vote (or which are convertible

into or exercisable for securities having the right to vote) with the equityholders of either of the Maverick TopCos on any matter.

(f)

Neither of the Maverick TopCos nor any of their respective Subsidiaries owns any Third Party Interests. Neither of the Maverick

TopCos nor any of their respective Subsidiaries have any rights to, or are bound by any commitment or obligation to, acquire by any means,

directly or indirectly, any Third Party Interests or to make any investment in, or equity contribution or similar advance to, any Person.

(g)

Except for this Agreement and as set forth on Section 3.1(g) of the Maverick Disclosure Letter, none of the Maverick

TopCos or any of their respective Subsidiaries is a party to any equityholders agreement, voting agreement or registration rights agreement

relating to the Equity Interests of either of the Maverick TopCos or any of their respective Subsidiaries.

Section 3.2

Due Authorization.

(a)

Each of the Maverick TopCos has all requisite power and authority to enter into this Agreement each Transaction Document to which

it is a party, to perform its obligations hereunder and thereunder and, subject to the approval of the holders of a majority of the issued

and outstanding shares of Maverick OpCo Common Stock entitled to vote thereon in favor of the adoption of this Agreement, in accordance

with applicable Law and Maverick OpCo’s Organizational Documents (the “Maverick OpCo Holder Approval”) to consummate

the transactions contemplated hereby, and, except for the Maverick OpCo Holder Approval, no other corporate or limited liability company

actions or proceedings on the part of either of the Maverick TopCos or any of its equityholders shall be necessary to authorize this Agreement,

the other Transaction Documents and the transactions contemplated hereby and thereby. The board of directors of Maverick OpCo has unanimously

authorized, approved and adopted in all respects this Agreement, the other Transaction Documents, and the Transactions. The board of managers

of Maverick PropCo has unanimously, and each Maverick PropCo Holder has, authorized, approved and adopted in all respects this Agreement,

the other Transaction Documents, and the Transactions (the “Maverick PropCo Holder Approval”, and together with the

Maverick OpCo Holder Approval, the “Requisite Maverick Approvals”). Each of the Maverick TopCos has duly and validly

executed and delivered this Agreement, and assuming the due authorization,

execution

and delivery by Parent and each of the Merger Subs, this Agreement constitutes a legal, valid and binding obligation of each of the Maverick

TopCos enforceable against the Maverick TopCos in accordance with its terms, except as such enforceability may be limited by applicable

bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar Laws now or hereafter in effect which relate to

or affect the enforcement of creditors’ rights generally and by rules of Law governing specific performance, injunctive relief

and equitable principles (collectively, the “Creditor’s Rights”).

(b)

Prior to the date of this Agreement, each of the Maverick TopCos and its board of directors and board of managers, as applicable,

have taken all action necessary to exempt under or make not subject to any applicable Takeover Law or any provision of the Organizational

Documents of either of the Maverick TopCos that would require any approval other than that otherwise required by the DGCL, DLLCA or other

applicable state Law, each of the execution of this Agreement, the other Transaction Documents, the Mergers and any of the other transactions

contemplated by this Agreement or the other Transaction Documents.

Section 3.3

Consents and Approvals; No Violations. Except for (a) filings under

Section 2.3, (b) filings under the HSR Act and (c)

as set forth in Section 3.3 of the Maverick Disclosure Letter, the execution, delivery and performance by the Maverick TopCos

of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby will not (i)

violate any Law applicable to the Maverick TopCos or any of their respective Subsidiaries or by which any of their respective properties

or assets are bound, (ii) require any notification to or filing by the Maverick TopCos

or any of their respective Subsidiaries with, or consent or approval of, any Governmental Authority, (iii)

violate or conflict with any provision of the Organizational Documents of either of the Maverick TopCos, (iv) require

any consent of or any other action by any Person under, constitute a default or an event that, with or without notice or lapse of time

or both, would constitute a default under, or cause or permit termination, cancelation, acceleration, other change of any right or obligation

or the loss of any benefit under, any Maverick Material Contract or material Lease to which a Maverick TopCo or any of its respective

Subsidiaries is a party or by which any of their respective assets or properties is bound or any material Permit affecting the assets

or business of the Acquired Companies or (v) result in the creation or imposition

of any Lien other than Permitted Liens on any material properties or assets of the Maverick TopCos or any of their respective Subsidiaries,

except, in each case of clauses (i), (ii), (iv) and (v) of this Section 3.3, to the extent the

occurrence of any of the foregoing would not reasonably be expected, individually or in the aggregate, to be material to the Acquired

Companies, taken as a whole or would not reasonably be expected to, individually or in the aggregate, have a material adverse effect on

the ability of either of the Maverick TopCos to consummate the transactions contemplated by this Agreement or the other Transaction Documents.

Section 3.4

Financial Statements; No Undisclosed Liabilities.

(a)

There are no liabilities, debts, claims or obligations of any nature of Acquired Companies, whether known, unknown, accrued, absolute,

direct or indirect, contingent or otherwise, whether due or to become due (“Liabilities”), in each case, that are required

by GAAP to be reflected or reserved against in the consolidated balance sheet of the Acquired Companies (or disclosed in the notes to

such balance sheet), except (i) Liabilities disclosed in

Section 3.4(a) of the Maverick Disclosure Letter, (ii)

Liabilities to the extent specifically and adequately reserved against in the Latest Maverick Balance Sheet of Holdings, (iii) Liabilities

incurred in the ordinary course of business or pursuant to this Agreement (other than any such liability or obligation resulting from

a breach of or a default under any Contract of or Law applicable to either of the Maverick TopCos or any of their respective Subsidiaries),

(iv) Liabilities arising out of or in connection with this Agreement or the transactions contemplated by this Agreement, (v) Liabilities

incurred since the Balance Sheet Date, or (vi) Liabilities that would not reasonably be expected, individually or in the aggregate, to

be material to the Acquired Companies, taken as a whole.

(b)

The Maverick TopCos have made available to Parent copies of (i) (A) the audited combined statements of financial position (the

“Audited Combined Statements of Financial Position of Holdings”), combined statements of operations, combined statements

of comprehensive income, combined statements of members’ deficit and combined statements of cash flows of JRD Holdings and Affiliates

as of and for the fiscal years ended December 28, 2024, December 30, 2023, and December 31, 2022, together with the auditor’s reports

thereon (collectively, the “Audited Financial Statements of Holdings”), and (B) the unaudited combined statements of

financial position (the “Combined Statements of Financial Position of Unico”), combined statements of operations, combined

statements of comprehensive income, combined statements of members’ deficit, and combined statements of cash flows of JRD Unico,

Inc. and its Affiliates as of and for the fiscal years ended December 28, 2024, December 30, 2023 and December 31, 2022 (collectively,

the “Annual Financial Statements of Unico”, and collectively with the Audited Financial Statements of Holdings, the

“Annual Financial Statements”) and (ii) the unaudited combined statements of financial position (the “Latest

Maverick Balance Sheet of Holdings”), combined statements of operations, combined statements of comprehensive income, combined

statements of members’ deficit, and combined statements of cash flows of JRD Holdings and Affiliates as of September 27, 2025 and

for the nine (9) month period ended September 27, 2025 (the “Interim Financial Statements of Holdings”), and together

with the Annual Financial Statements, the “Financial Statements”). The Financial Statements have been prepared (A)

in a manner consistent with the books and records of the Acquired Companies and (B) present fairly, in all material respects, the consolidated

financial position and results of operations of the Maverick TopCos and their respective Subsidiaries and Affiliates as of the dates and

for the periods indicated in such Financial Statements and in accordance with GAAP (except as may be indicated in the notes thereto and

other presentation items and for normal year-end adjustments).

(c)

Since December 31, 2024, the Acquired Companies have maintained systems of internal accounting controls with respect to their businesses

sufficient to provide reasonable assurances that (i) transactions are executed in accordance with the general or specific authorization

of management, (ii) transactions are recorded as necessary to permit the preparation of financial statements that fairly present

in all material respects the financial position and results of operations of the Acquired Companies and (iii) the recorded accountability

for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

Since December 31, 2024, the Acquired Companies have maintained disclosure controls and procedures designed to ensure that material information

is made known to the management of the Acquired Companies by others within the Acquired Companies. None of the Acquired Companies nor

any of their executive

officers

or auditors has, since December 31, 2024, identified (i) any material weakness or significant deficiency in the system of internal

control over financial reporting utilized by any of the Acquired Companies that have or are reasonably likely to materially and adversely

affect the Acquired Companies’ ability to record, process, summarize and report financial information; or (ii) any fraud, whether

or not material, that involves the Acquired Companies’ management’s role or other employees of the Acquired Companies who

have a significant role in in the preparation of the Financial Statements or the internal accounting controls utilized by any of the

Acquired Companies.

(d)

None of the Acquired Companies is a party to, or has any commitment to become a party to, any joint venture, off-balance sheet

partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among any of the Acquired

Companies, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity

or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation S-K under the

Exchange Act)).

(e)

None of the Acquired Companies is, or has at any time since January 1, 2020 been, subject to the reporting requirements of Section

13(a) or 15(d) of the Exchange Act.

Section 3.5

Title to Assets, etc. Except as disclosed in Section 3.5 of the Maverick Disclosure Letter and except as would

not reasonably be expected, individually or in the aggregate, to be material to the Acquired Companies, taken as a whole, (i) each of

the Acquired Companies has good and valid title to, or a valid leasehold interest in or valid license to, all of the assets and properties

owned or used by the Acquired Companies and necessary for the conduct of the business of the Acquired Companies as of the date of this

Agreement (the “Assets”), except for inventory sold in the ordinary course of business, in each case, free and clear

of any Lien, except for Permitted Liens (ii) any Permitted Liens on the Assets, individually or in the aggregate, do not interfere with

the current use of any such Asset by any of the Acquired Companies, and (iii) the Assets are in good operating condition and repair, subject

to wear and tear in the ordinary course.

Section 3.6

Intellectual Property; Data Privacy.

(a)

Section 3.6(a) of the Maverick Disclosure Letter contains a true and complete list (in all material respects) as of

the date of this Agreement of all Intellectual Property that is owned or purported to be owned by the Acquired Companies that constitutes

a patent, registered copyright, registered trademark, domain name, or application for one of the foregoing (“Owned Intellectual

Property”). Except as would not reasonably be expected to, individually or in the aggregate, be material to the Acquired Companies,

taken as a whole, one of the Acquired Companies is the sole and exclusive owner (including, as applicable, record owner) of all Owned

Intellectual Property and, subject to validly licensed third-party components that may be embedded therein, all Owned Software, free and

clear of all Liens other than Permitted Liens, and each item of Owned Intellectual Property is subsisting and, to the Knowledge of Maverick,

valid and (other than applications) enforceable.

(b)

Except as would not reasonably be expected to, individually or in the aggregate, be material to the Acquired Companies, taken

as a whole, the Acquired Companies have the valid legal right to use all Intellectual Property (including in or with respect to software)

used in the operation of the business of the Acquired Companies (“Maverick Intellectual Property”). The Acquired Companies

have taken reasonable steps to maintain and protect the Intellectual Property owned or purported to be owned by, and material to, them,

and to protect the confidentiality of their trade secrets (including source code constituting Owned Software and material to their business).

Except as would not reasonably be expected to, individually or in the aggregate, be material to the Acquired Companies, taken as a whole,

the Maverick Intellectual Property constitutes all of Intellectual Property used in or necessary to operate the business of the Acquired

Companies in the same manner it is conducted as of the date of this Agreement.

(c)

Except as would not reasonably be expected to, individually or in the aggregate, be material to the Acquired Companies, taken as

a whole, the conduct of the business of the Acquired Companies does not infringe, misappropriate or otherwise violate the Intellectual

Property rights of any Person. There are no material claims, proceedings or litigation pending or, to the Knowledge of Maverick, threatened

in writing, alleging infringement or misappropriation of any third party Intellectual Property rights by the Acquired Companies, and since

January 1, 2023, no third party has asserted any claim in writing or otherwise against the Acquired Companies (A) challenging or seeking

to deny or restrict in any material respect the rights of the Acquired Companies in the Owned Software or Owned Intellectual Property

or (B) alleging that the Acquired Companies have infringed, misappropriated or otherwise violated in any material respect any Intellectual

Property of any third party. Except as would not reasonably be expected to, individually or in the aggregate, be material to the Acquired

Companies, taken as a whole, to the Knowledge of Maverick, no Person is infringing or otherwise violating any Owned Intellectual Property.

(d)

Except as would not reasonably be expected to, individually or in the aggregate, be material to the Acquired Companies, taken as

a whole, each present or past employee, officer, consultant or any other Person who developed any Owned Software or Owned Intellectual

Property for or on behalf of the Acquired Companies (an “IP Contributor”) has executed a valid and enforceable Contract

with the applicable Acquired Company that (i) conveys to the Acquired Companies any and all right, title and interest in and to all Intellectual

Property developed by such Person for the Acquired Companies within the scope of such Person’s employment or engagement by the applicable

Acquired Company, or such Intellectual Property has vested in the applicable Acquired Company as a matter of Law, and (ii) obligates such

Person to keep any confidential information, including trade secrets, of the Acquired Companies confidential both during and after the

term of employment or Contract.

(e)

Except as would not reasonably be expected to, individually or in the aggregate, be material to the Acquired Companies, taken as

a whole, the Owned Software and to the Knowledge of Maverick, all other Software used directly by and material to the business of the

Acquired Companies (i) performs in conformance with its documentation, and (ii) is free from any Software defect. Except as

has not been, and would not reasonably be expected to be, material to the Acquired Companies, their operations or their IT Systems, the

Owned Software and to the Knowledge of Maverick, all other Software material to the business of the Acquired Companies does not contain

any virus, Software routine or hardware component designed to

permit

unauthorized access or to disable or otherwise harm any computer, systems or Software, or any Software routine designed to disable a

computer program automatically with the passage of time or under the positive control of a Person other than an authorized licensee or

owner of the Software.

(f)

None of the Acquired Companies have disclosed any source code for Owned Software material to the business of the Acquired Companies

to a third party outside of the scope of a written agreement that reasonably protects the confidentiality of and the Acquired Companies’

rights in such source code, which agreements have not been breached in a manner material to the Acquired Companies, taken as a whole.

To the Knowledge of Maverick, no Person other than the Acquired Companies or their service providers providing services on their behalf

has been granted any rights to any proprietary source code for material Owned Software, including pursuant to any escrow or similar arrangement.

(g)

Except as would not reasonably be expected to, individually or in the aggregate, be material to the Acquired Companies, or their

proprietary rights in the Owned Software, taken as a whole, the Acquired Companies have not distributed, embedded or combined with, linked

to, or otherwise included or incorporated any Open Source Software in a manner that requires the Owned Software (other than the Open Source

Software itself) to be (i) disclosed or distributed in source code form, (ii) licensed under terms that permit other Persons to make derivative

works or (iii) redistributed at no charge to subsequent licensees or subject to any restriction on the consideration to be charged for

the distribution thereof.

(h)

Except as would not reasonably be expected to, individually or in the aggregate, be material to the Acquired Companies, taken as

a whole, the Acquired Companies have not used any data sets, information, or data provided by or obtained or collected from any third

party in developing, building, instructing, or training any artificial intelligence or machine learning algorithm, program, product, or

technology, including those simulating human intelligent thought processes, in each case, in violation of applicable Law.

(i)

Except as would not reasonably be expected to, individually or in the aggregate, be material to the Acquired Companies, taken as

a whole, each of the Acquired Companies currently complies, and since January 1, 2023 has complied, with (i) applicable Laws, (ii) published

privacy policies and (iii) contractual obligations and industry standards to which the Acquired Companies are bound, in each case of clauses

(i), (ii) and (iii) relating to the processing, data protection, privacy and security of Personal Data (collectively, the “Privacy

Requirements”). The Acquired Companies have not, since January 1, 2023, received any notices of any complaints, claims, charges,

investigations, regulatory inquiries, or other litigation from any Person or Governmental Authority alleging non-compliance by the Acquired

Companies, or any other third party to the extent applicable to their processing of Personal Data on behalf of the Acquired Companies,

with any Privacy Requirements. To the Knowledge of Maverick, there are no facts or circumstances that would give rise to any such claims

or events.

(j)

Each of the Acquired Companies maintains and has implemented reasonable measures to protect the confidentiality, integrity, privacy

and security of the IT Systems within the Acquired Companies’ control, confidential information and Personal Data in its possession,

including by employing technical and organizational safeguards designed to

protect

against Security Breaches or loss, theft, misuse or unauthorized access, modification, alteration, destruction or disclosure. Since January

1, 2023, there have been no failures, breakdowns or continued substandard performance of any IT Systems, in each case, which have caused

material disruption or interruption to or of the operation of the businesses of the Acquired Companies.

(k)

Except as would not reasonably be expected to, individually or in the aggregate, be material to the Acquired Companies, taken as

a whole, (i) none of the Acquired Companies, nor to the Knowledge of Maverick any third party processing Personal Data on behalf of the

Acquired Companies, have, since January 1, 2023, experienced an unauthorized or unlawful acquisition of, unauthorized access to, or unauthorized

disclosure, use or loss of, Personal Data (a “Security Breach”). To the Knowledge of Maverick, there are no vulnerabilities

in the Acquired Companies’ IT Systems, or facts or circumstances specific to the Acquired Companies, in each case, that are likely

to give rise to any such material Security Breaches.

Section 3.7

Contracts.

(a)

Section 3.7(a) of the Maverick Disclosure Letter contains an accurate and complete list, as of the date of this Agreement,

of all written contracts, agreements, commitments and arrangements (other than Benefit Plans) (each, a “Contract”),

in effect as of the date hereof, of the following types to which any Acquired Company is a party or bound or to which any of the Assets

is subject (the “Maverick Material Contracts”):

(i)

any collective bargaining agreement;

(ii)

any Affiliate Agreement;

(iii)

any Contract that (A) prohibits any Acquired Company (or the Surviving PropCo Company or Surviving OpCo Company after the Closing)

in any material respect from (1) competing or engaging in any material line of business or (2) competing with another Person or in any

geographic area or that would otherwise materially limit the freedom of the Surviving Maverick Companies from engaging in any material

line of business after the Parent Merger Effective Time or (B) contains exclusivity obligations or restrictions binding on any of the

Acquired Companies (or the Surviving PropCo Company or Surviving OpCo Company after the Closing) (I) obligating any of the Acquired Companies

to purchase or otherwise obtain any product or service exclusively from a single party or sell any product or service exclusively to a

single party or (II) under which any Person has been granted the right to manufacture, sell, market or distribute any product or service

of the Acquired Companies on an exclusive basis to any Person or group of Persons or in any geographical area;

(iv)

other than with respect to the purchase and sale of inventory in the ordinary course of business, any Contract or series of related

Contracts, including any option agreement, providing for the acquisition or disposition, directly or indirectly, of any business, capital

stock or material assets or any real property (whether by merger, sale of stock, sale of assets or otherwise), in each case, (A) that

have ongoing indemnification, earnout or payment obligations or any other material outstanding obligation or (B) that the Acquired Companies

entered into on or after January 1, 2023;

(v)

any Contract relating to any interest rate, foreign exchange, derivatives or hedging transaction, in each case, having an outstanding

notional amount in excess of $10,000,000;

(vi)

any Contract relating to Indebtedness for borrowed money of the Acquired Companies with an outstanding principal amount in excess

of $100,000,000;

(vii)

any agreements (A) pursuant to which Acquired Companies are granted a license, covenant not to sue or similar right in or to any

Intellectual Property material to the business of the Acquired Companies, taken as a whole, (B) pursuant to which the Acquired Companies

have granted to a third party a material license, covenant not to sue or similar right in or to any Owned Intellectual Property, or (C)

that are co-existence agreements or similar covenants not to use or settlement agreements restricting the Acquired Companies’ exploitation

of Owned Intellectual Property, in each case, other than non-exclusive licenses and rights granted (x) for Software or information technology

services granted on open source or commercially available non-discriminatory terms, (y) to or by employees, contractors or service providers

in connection with their provision of goods or services to or on behalf of, or employment with, the Acquired Companies, or (z) to or by

customers of the Acquired Companies in connection with their receipt or use of goods or services provided by or on behalf of the Acquired

Companies;

(viii)

all Contracts that prohibit the payment of dividends or distributions in respect of the Equity Interests of the Acquired Companies,

prohibit the pledging of the Equity Interests of either of the Acquired Companies or prohibit the issuance of guarantees by either of

the Acquired Companies, in each case that will not be terminated at or prior to the PropCo Merger Effective Time;

(ix)

any (A) Contract that is (1) a non deminmis settlement or similar agreement with the FTC, DOJ or SEC or (2) a material settlement

or similar agreement (x) with any other Governmental Authority, (y) that binds any of the Acquired Companies to any conduct or equitable

relief or (z) that requires any of the Acquired Companies to pay an amount of money in excess of $5,000,000 that has not been completely

paid as of the date of this Agreement, and was not entered into in the ordinary course of business or (B) Order of a Governmental Authority

to which any of the Acquired Companies is subject, involving material performance by any Acquired Company after the date of this Agreement;

(x)

any Contract pursuant to which any Acquired Company has an obligation to make an investment in or loan to any other Person (other

than another Acquired Company);

(xi)

any Contract or series of related Contracts (other than purchase orders, quotes, sales orders or invoices) with each of the fifteen

(15) most significant suppliers from which the Acquired Companies, taken as a whole, purchased materials, supplies, services and other

goods (measured by dollar volume of purchases from such suppliers) for the twelve-month period ended December 31, 2025);

(xii)

any Contract (other than purchase orders, quotes, sales orders or invoices) containing most favored nation pricing provisions

involving payments to or from the Acquired Companies in excess of $20,000,000 annually; and

(xiii)

any material partnership, joint venture, limited liability company or other similar Contract or arrangements (including any material

agreement providing for joint research, development or marketing) with third parties.

(b)

Each Maverick Material Contract is a valid and binding agreement of an Acquired Company, on the one hand, and to the Knowledge

of Maverick, each other party thereto, on the other hand, and is in full force and effect, and none of the Acquired Companies or, to the

Knowledge of Maverick, any other party thereto, is in default or breach under (or is alleged to be in default or breach under) the terms

of, or since the Balance Sheet Date, has provided or received any written notice of any intention to terminate, any such Maverick Material

Contract, except for any of the foregoing as would not have, individually or in the aggregate, an Acquired Companies Material Adverse

Effect. The Maverick TopCos have made available to Parent and the Merger Subs a true and complete copy of each Maverick Material Contract

(including all material modifications and amendments thereto as of the date hereof) or, if applicable, form of Maverick Material Contract

and (y) all form vendor contracts material to the businesses of Acquired Companies.

Section 3.8

Insurance. Section 3.8 of the Maverick Disclosure Letter sets forth a list of each material insurance policy

maintained by or for the benefit of the Acquired Companies. With respect to each such material insurance policy, except as would not reasonably

be expected, individually or in the aggregate, to be material to the Acquired Companies, taken as a whole: (a) such policy is in full

force and effect in accordance with its terms, (b) to the Knowledge of Maverick, no notice of cancelation or non-renewal of such policies

has been received, and (c) there is no existing breach or, default by the Acquired Companies which, with or without notice or the lapse

of time or both, would constitute a material breach or default or permit termination or modification of any such policies. Except as would

not reasonably be expected, individually or in the aggregate, to be material to the Acquired Companies, taken as a whole, the material

insurance policies of the Acquired Companies provide, in the reasonable judgment of the Maverick TopCos, adequate coverage for normal

risks incident to the business of the Acquired Companies and their Assets.

Section 3.9

Employee Benefit Plans.

(a)

General. Section 3.9(a) of the Maverick Disclosure Letter lists each material “Benefit Plan.” For

purposes of this Agreement, “Benefit Plan” means each “employee benefit plan” (within the meaning of Section

3(3) of ERISA) and each other equity incentive, stock option, compensation, severance, employment, consulting, executive compensation,

retention, change-in-control, retention, fringe benefit, bonus, incentive, savings, retirement, deferred compensation, termination, gross-up,

pension, savings, disability, sick leave, death benefit, group insurance, hospitalization, medical, dental, life insurance, Code Section

125 “cafeteria” or “flexible” benefit, employee loan, relocation, repatriation, salary continuation, vacation

or paid-time-off, phantom stock or other equity-based or other compensatory or benefit plan, agreement, program, policy or arrangement,

whether or not subject to ERISA (including

any related

funding mechanism), under which any Service Provider has any present or future right to compensation or benefits and which has been entered

into, contributed to, sponsored by or maintained by Acquired Companies, or with respect to which the Acquired Companies has any present

or future liability.

(b)

Plan Documents and Reports. With respect to each material Benefit Plan, a true and correct copy of each of the following

documents, and all amendments and modifications to such documents, has been made available to Parent: (i) the written document evidencing

such Benefit Plan or, with respect to any such plan that is not in writing, a written description of the material terms thereof, and all

amendments, modifications or material supplements to such Benefit Plan, (ii) the most recent annual report (Form 5500), if any, filed

with the IRS, (iii) the most recently received IRS determination letter, if any, relating to such Benefit Plan, (iv) the most recent actuarial

reports and/or financial statements, if any, relating to such Benefit Plan, (v) all material correspondence with a Governmental Authority

in respect of such Benefit Plan during the past year, and (vi) any related trust agreements, annuity contracts, insurance contracts or

documents of any other funding arrangements. No Benefit Plan is maintained outside the jurisdiction of the United States, or covers any

employee residing or working outside of the United States.

(c)

Compliance with Laws; Liabilities. Except as would not have, individually or in the aggregate, an Acquired Companies Material

Adverse Effect: (i) each Benefit Plan that is intended to be qualified under Section 401(a) of the Code is the subject of a favorable

determination letter or opinion letter from the IRS, and there are no existing circumstances or events that would reasonably be expected

to adversely affect the qualified status of each such Benefit Plan; (ii) all Benefit Plans comply and have been operated in all material

respects in accordance with their terms and the requirements of Law applicable thereto; (iii) there are no actions, suits or claims (other

than routine claims for benefits) pending or, to the Knowledge of Maverick, threatened, involving any Benefit Plan; (iv) the Acquired

Companies have not engaged in, and to the Knowledge of Maverick, there has not been, any non-exempt transaction prohibited by ERISA or

by Section 4975 of the Code with respect to any Benefit Plan or their related trusts; (v) no Benefit Plan is under audit or is the subject

of an audit, investigation or other administrative proceeding by the IRS, the Department of Labor, or any other Governmental Authority,

nor is any such audit, investigation or other administrative proceeding, to the Knowledge of Maverick, threatened; and (vi) all contributions,

reimbursements, premium payments and other payments required to have been made under or with respect to each Benefit Plan as of or prior

to the date hereof have been made or accrued (as applicable) on a timely basis in accordance with applicable Law.

(d)

Post-Retirement Benefits. Except as set forth on Section 3.9(d) of the Maverick Disclosure Letter, none of the

Acquired Companies have any material liability under any Benefit Plan or otherwise for providing post-retirement health, medical and life

insurance benefits for retired, former or current employees, other than statutory liability for providing group health plan continuation

coverage under Part 6 of Subtitle B of Title I of ERISA and Section 4980B of the Code or applicable Law.

(e)

Multiemployer Plans. Except as set forth on Section 3.9(e) of the Maverick Disclosure Letter or as would not

have, individually or in the aggregate, an Acquired

Companies

Material Adverse Effect, none of the Acquired Companies nor any of their ERISA Affiliates contributes to or is obligated to contribute

to, or within the six (6) years preceding this Agreement contributed to, or was obligated to contribute to, a Multiemployer Plan or a

Multiple Employer Plan. Except as would not have, individually or in the aggregate, an Acquired Companies Material Adverse Effect, none

of the Acquired Companies nor any ERISA Affiliate has incurred, or is reasonably expected to incur, any liability to a Multiemployer

Plan or Multiple Employer Plan as a result of a complete or partial withdrawal (as those terms are defined in Part I of Subtitle E of

Title IV of ERISA) from any such plan, and the Acquired Companies and their ERISA Affiliates have timely satisfied all of their respective

contribution obligations with respect to any such Multiemployer Plan and Multiple Employer Plan under any such plan, applicable collective

bargaining agreement or applicable Law.

(f)

Section 409A. Each Benefit Plan that is a “nonqualified deferred compensation plan” (as defined for purposes

of Section 409A(d)(1) of the Code) has, in all material respects, (i) been maintained and operated since January 1, 2005 in good

faith compliance with Section 409A of the Code and all applicable IRS guidance promulgated thereunder so as to avoid any Tax, penalty

or interest under Section 409A of the Code and, as to any such Benefit Plan in existence prior to January 1, 2005, has not been “materially

modified” (within the meaning of IRS Notice 2005-1) at any time after October 3, 2004 or has been amended in a manner that conforms

with the requirements of Section 409A of the Code, and (ii) since January 1, 2009, been in documentary and operational compliance

with Section 409A of the Code and all applicable IRS guidance promulgated thereunder.

(g)

Title IV Plans. Section 3.9(g) of the Maverick Disclosure Letter sets forth each Benefit Plan that is subject

to Title IV or Section 302 of ERISA or Section 412, 430 or 4971 of the Code other than any Multiemployer Plan or Multiple Employer Plan

(each, a “Title IV Plan”). Except as would not have, individually or in the aggregate, an Acquired Companies Material

Adverse Effect, with respect to each Title IV Plan: (i) there does not exist any failure to meet the “minimum funding standard”

of Section 412 of the Code or 302 of ERISA (whether or not waived), (ii) no such plan is in “at-risk” status for purposes

of Section 430 of the Code, (iii) no reportable event within the meaning of Section 4043(c) of ERISA for which the thirty (30)-day

notice requirement has not been waived has occurred, (iv) all premiums due to the Pension Benefit Guaranty Corporation (the “PBGC”)

prior to the date hereof have been timely paid in full, and (v) as of the date of this Agreement, the PBGC has not instituted proceedings

to terminate any such Title IV Plan and, to the Knowledge of Maverick, no circumstances exist that would reasonably be expected to serve

as a basis for the institution of such proceedings.

(h)

Controlled Group Liability. Except as would not reasonably be expected to result in, individually or in the aggregate,

an Acquired Companies Material Adverse Effect: (i) there does not now exist any Controlled Group Liability that would be a liability

following the Closing of any of the Acquired Companies or any of their respective ERISA Affiliates and (ii) without limiting the

generality of the foregoing, none of the Acquired Companies or any of their respective ERISA Affiliates has engaged in any transaction

described in Section 4069, Section 4204 or Section 4212(c) of ERISA. For the purposes of this Agreement, “Controlled Group Liability”

means any and all liabilities (x) under Title IV of ERISA, (y) under Section 302 of ERISA, and (z) under Sections 412, 430 and 4971 of

the Code.

(i)

Change-in-Control Benefits. Except as expressly provided under this Agreement or as set forth in the Maverick Disclosure

Letter or as required by applicable Law, the execution, delivery and performance of this Agreement by the Maverick TopCos and the consummation

by the Maverick TopCos of the Transactions will not (alone or in combination with any other event): (i) entitle any Service Provider

to severance pay or any other termination-related payment, (ii) result in any compensatory payment becoming due, accelerate the time

of payment or vesting of benefits, or increase the amount of compensation due to any such Service Provider, (iii) trigger any funding

obligation under any Benefit Plan or impose any restrictions or limitations on the Maverick TopCos’ rights to amend, merge, terminate

or receive a reversion of assets from any Benefit Plan or (iv) result in any payment (whether in cash or property or the vesting of property)

to any “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) that would reasonably

be construed, individually or in combination with any other such payment, to constitute an “excess parachute payment” (as

defined in Section 280G(b)(1) of the Code).

Section 3.10

Taxes.

(a)

All income and other material Tax Returns required to be filed by or on behalf of the Acquired Companies have been timely filed

(taking into account applicable extensions) and all such Tax Returns are true, complete and correct in all material respects.

(b)

All material amounts of Taxes required to be paid by or on behalf of the Acquired Companies (whether or not shown to be due and

payable on any Tax Return) have been timely paid to the appropriate Governmental Authority, and there are no Liens for Taxes upon

any assets of the Acquired Companies other than Permitted Liens.

(c)

Each of the Acquired Companies has complied in all material respects with all applicable Laws relating to the payment, collection,

withholding and remittance of Taxes (including information reporting requirements), including with respect to payments made to any employee,

independent contractor, creditor, stockholder or other third party, and has timely collected, deducted or withheld and paid over to the

appropriate Taxing Authority all material amounts required to be so collected, deducted or withheld and paid over in accordance with applicable

Laws.

(d)

Each of the Acquired Companies has properly collected and remitted all material sales and similar Taxes with respect to sales made

to its customers or has properly received and retained any required tax exemption certificate and other documentation for all material

sales made without charging or remitting sales or similar Taxes that qualify such sales as exempt from sales and similar Taxes.

(e)

(i) There are no waivers or extensions of any statute of limitations for assessment or collection currently in effect with respect

to any income or other material Taxes or Tax Returns of the Acquired Companies (other than automatic or automatically granted extensions

or extensions that do not extend past the Closing Date); (ii) there are no Tax Proceedings with respect to income or other material

Taxes or Tax Returns of or with respect to the Acquired Companies pending or threatened in writing; (iii) no Taxing Authority has asserted

in writing any deficiency, claim or issue with respect to income or other material Taxes or any

adjustment

to Taxes against the Acquired Companies with respect to any taxable period for which the period of assessment or collection remains open

or that has not been finally settled; (iv) no jurisdiction (whether within or without the United States) in which any Acquired Companies

have not filed a particular type of Tax Return has asserted in writing that any Acquired Companies are required to file such Tax Return

in such jurisdiction, which assertion has not been resolved; and (v) none of the Acquired Companies has a permanent establishment or

fixed place of business, in each case, other than in the jurisdiction in which it currently files Tax Returns.

(f)

None of the Acquired Companies (i) has received or applied for a Tax ruling or entered into a “closing agreement” within

the meaning of Section 7121 of the Code (or any similar provision of state, local or foreign Law), in each case, that would be binding

upon the Acquired Companies after the Closing Date, (ii) is or has been a member of any affiliated, consolidated, combined, unitary or

similar group for purposes of filing Tax Returns or paying Taxes (other than a group the common parent of which is or was a Maverick TopCo),

(iii) is a party to, bound by, or obligated under any Tax sharing, allocation, indemnity or similar agreement or arrangement (other than

(x) any such agreement or arrangement that is solely between or among the Acquired Companies, or (y) customary provisions in commercial

arrangements entered into in the ordinary course of its business and the primary purpose of which is not Taxes), or (iv) has any liability

for material amounts of Taxes of any Person (other than the Acquired Companies) under Treasury Regulation Section 1.1502-6 (or any similar

provision of state, local or foreign Law), as a transferee or successor or by Contract.

(g)

None of the Acquired Companies will be required to include any material item of income in, or exclude any material item of deduction

from, taxable income for any taxable period (or portion thereof) beginning after the Closing Date, as a result of any (i) change in method

of accounting pursuant to Section 481(c) of the Code (or any similar provision of state, local or foreign Law) made prior to the Closing,

(ii) installment sale or open transaction disposition made on or entered into prior to the Closing Date, (iii) intercompany transaction

entered into prior to the Closing or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any

similar provision of state, local or foreign Law) existing as of immediately prior to the Closing, (iv) deferred revenue or prepaid or

deposit amount received prior to the Closing outside the ordinary course of business or (v) “closing agreement” within the

meaning of Section 7121(a) of the Code (or any similar provision of state, local or foreign Law).

(h)

None of the Acquired Companies has participated in a “listed transaction” within the meaning of Treasury Regulation

Section 1.6011-4(b)(2) (or any similar provision of state, local or foreign Law). None of the Acquired Companies has been a “distributing

corporation” or a “controlled corporation” within the meaning of Section 355(a)(1)(A) of the Code in a distribution

intended to qualify for tax-free treatment under Section 355 of the Code in the two (2) years prior to the date of this Agreement.

(i)

None of the Maverick OpCo Acquired Companies has been a United States real property holding corporation within the meaning of Section

897(c)(2) of the Code during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

(j)

The Acquired Companies are in compliance with all terms and conditions of any Tax exemption, Tax holiday, Tax abatement or other

Tax reduction agreement or order, and to the Knowledge of the Acquired Companies the consummation of the Transactions will not have any

adverse effect on the continued validity and effectiveness thereof, in each case, except as would not reasonably be expected, individually

or in the aggregate, to be material to the Acquired Companies, taken as a whole.

(k)

Maverick OpCo is classified as a corporation for U.S. federal income tax purposes.

(l)

Maverick PropCo is classified, and has been classified since its formation, as a partnership for U.S. federal income tax purposes.

(m)

None of the Acquired Companies is aware of the existence of any fact, or has taken or agreed to take any action, that would reasonably

be expected to prevent or impede the Parent Merger and the OpCo Merger, taken together, from qualifying as a transaction described in

Section 351(a) of the Code.

Section 3.11

Litigation. Except as set forth on Section 3.11 of the Maverick Disclosure Letter or as would not reasonably

be expected, individually or in the aggregate, to be material to the Acquired Companies, taken as a whole, as of the date hereof, (a)

none of the Acquired Companies or the Assets is subject to any outstanding or unsatisfied Order relating to the Acquired Companies, (b)

there is no charge, complaint, claim, action, suit, arbitration, prosecution, proceeding, hearing or investigation (“Litigation”)

by or before any Governmental Authority or arbitrator or mediator, pending, or, to the Knowledge of Maverick, threatened against the Acquired

Companies or the Assets and (c) there is no Litigation involving Acquired Companies or the Assets, pending or, to the Knowledge of Maverick,

threatened in writing, which questions or challenges the validity of this Agreement.

Section 3.12

Compliance with Laws; Regulatory Matters.

(a)

Except, as set forth in Section 3.12(a) of the Maverick Disclosure Letter, or as would not reasonably be expected,

individually or in the aggregate, to be material to the Acquired Companies, taken as a whole, (i) each of the Acquired Companies is, and

since January 1, 2023 has been, in compliance in all material respects with all applicable laws, statutes, rules, and regulations (collectively,

“Laws”) and applicable Orders and (ii) since January 1, 2023, none of the Acquired Companies has received written notice

from any Governmental Authority alleging that the Acquired Companies are not in compliance with any applicable Law or Order.

(b)

Except as set forth in Section 3.12(b) of the Maverick Disclosure Letter, or as would not reasonably be expected, individually

or in the aggregate, to be material to the Acquired Companies, taken as a whole, none of the Acquired Companies nor, to the Knowledge

of Maverick, any of their respective officers, directors, or employees, nor , any of their agents or representatives, in each case, acting

for or on behalf of the Acquired Companies, have made, offered, promised or authorized any payment, gratuity or other thing of value that

is prohibited by any Law, whether directly or indirectly, to any personnel of any Governmental Authority.

(c)

Since January 1, 2021, none of the Acquired Companies nor, to the Knowledge of Maverick, any of their respective officers, directors,

or employees, nor any of their agents or representatives, in each case, acting for or on behalf of the Acquired Companies, has violated,

in any material respect, any Anti-Corruption Law or Trade Controls.

(d)

The Acquired Companies and, to the Knowledge of Maverick, their respective officers, directors, and employees, and to the Knowledge

of Maverick, their agents and representatives, in each case, acting for or on behalf of the Acquired Companies, (i) are and since January

1, 2021 have been in material compliance with applicable economic sanctions Laws, including Laws administered and enforced by the U.S.

government (including the Department of the Treasury’s Office of Foreign Assets Control, 31 C.F.R. Part V, and the Department

of State), the United Nations Security Council, His Majesty’s Treasury, the European Union or any of its member countries or other

relevant sanctions authority (collectively, “Economic Sanctions”).

(e)

The Acquired Companies have not, since January 1, 2021, (i) been convicted of violating any Anti-Corruption Laws, Trade Controls,

or Economic Sanctions or to the Knowledge of Maverick, been subject to any investigation by a Governmental Authority for any potential

violation of Anti-Corruption Laws, Trade Controls, or Economic Sanctions, (ii) made a voluntary, directed, or involuntary disclosure to

any Governmental Authority regarding any alleged act or omission arising under any Anti-Corruption Law, Trade Controls, or Economic Sanctions,

or (iii) received any written notice of any actual or, to the Knowledge of Maverick, alleged, non-compliance with any Anti-Corruption

Laws, Trade Controls, or Economic Sanctions.

(f)

Except as set forth in Section 3.12(f) of the Maverick Disclosure Letter or as would not reasonably be expected, individually

or in the aggregate, to be material to the Acquired Companies, taken as a whole, (i) all material approvals, permits, franchises, licenses,

consents, exemptions and similar authorizations (collectively, “Permits”) of all Governmental Authorities that are

required to permit each of the Acquired Companies to carry on their businesses have been obtained and are in full force and effect, (ii)

there has been no violation, default, cancellation, revocation, or, to the Knowledge of Maverick, threatened cancellation or revocation,

of any Permit and (iii) since January 1, 2023, the operations of the Acquired Companies are in compliance with all material Permits applicable

to such Acquired Company.

Section 3.13

Product Regulatory Matters; Alcohol Regulatory Matters. Except as described in Section 3.13 of the Maverick

Disclosure Letter or as would not reasonably be expected, individually or in the aggregate, to be material to the Acquired Companies,

taken as a whole:

(a)

since January 1, 2023, (i) the Acquired Companies have not initiated, conducted or issued, voluntarily or involuntarily, any recall

or market withdrawal of any products marketed or sold by the Acquired Companies, (ii) the Acquired Companies have not received any FDA

Form 483, notice of adverse finding, warning letter, or other similar correspondence from the FDA, the USDA or the FTC alleging or asserting

noncompliance with any Laws applicable to the Acquired Companies or their products or any Permits or supplements or amendments thereto,

in each case, related to the regulation of food products or the

manufacture,

production, packaging, labeling, transportation, distribution, sale or marketing thereof, and to the Knowledge of Maverick, no such FDA

Form 483, notice of adverse finding, warning letter or other similar written notice is pending or threatened in writing; and

(b)

since January 1, 2023, the operations and products of the Acquired Companies have been in compliance with (i) all applicable requirements

of the Federal Food, Drug, and Cosmetic Act, as amended, (ii) implementing all material regulations and requirements adopted by the FDA

and similar Governmental Authorities, including in Title 21 of the Code of Federal Regulations (including prohibitions against adulteration

and misbranding of food; applicable requirements of the Food Safety Modernization Act, 21 C.F.R. pt. 1 Subpart H (Registration of Food

Facilities), 21 C.F.R. pt. 101 (Food Labeling) and 21 C.F.R. pt. 110 (Current Good Manufacturing Practice In Manufacturing, Packing, Or

Holding Human Food)); and (iii) all applicable Laws related to the regulation of food products or the manufacture, production, packaging,

labeling, transportation, distribution, sale or marketing thereof enforced by any Governmental Authority (including the USDA and the FTC),

with jurisdiction over foods, food labeling, and any of the operations, products or activities of the Acquired Companies, including all

Laws applicable to the ownership, testing, development, manufacturing, packaging, processing, use, distribution, transportation, commercialization,

sale, offer for sale, storage, import, export, disposal, marketing, promotion, labeling, and advertising of its products.

(c)

Since January 1, 2023, to the Knowledge of Maverick, the operations and products of the Acquired Companies have been in compliance

with all applicable requirements of the Alcohol and Tobacco Tax & Trade Bureau (“TTB”) and any applicable state

or local alcohol licensing authority (“ABC”) implementing all regulations and requirements adopted by the TTB or ABC

and similar Governmental Authorities, including in Title 27 of the Code of Federal Regulations. Since January 1, 2023, to the Knowledge

of Maverick, no notice of citation, notice of adverse finding or warning letter is pending or threatened by the TTB or any ABC.

Section 3.14

Environmental Matters. Except as described in Section 3.14 of the Maverick Disclosure Letter or except as would

not, individually or in the aggregate, be material to the Acquired Companies, taken as a whole:

(a)

the Acquired Companies are in compliance and, since January 1, 2023, have complied with, all applicable Environmental Laws, including

the possession of all Permits required under applicable Environmental Laws to operate all facilities owned, operated or leased and the

business as currently conducted;

(b)

none of the Acquired Companies has received written notice of a civil, criminal or administrative suit, claim, action, proceeding

or investigation under any Environmental Law relating to the operation of its facilities or to the business;

(c)

there has been no Release of, or exposure of any Person to, any Hazardous Substances at, to or from any Maverick Real Property,

or to the Knowledge of Maverick, any other location, in each case, for which the Acquired Companies are or would be liable under Environmental

Laws; and

(d)

none of the Acquired Companies has received a claim for indemnification that has resulted in the Acquired Companies becoming subject

to, any liability of any Person arising under any Environmental Law.

Section 3.15

Absence of Changes.

(a)

Except as disclosed in Section 3.15(a) of the Maverick Disclosure Letter, since the Balance Sheet Date through the

date of this Agreement, the businesses of the Acquired Companies have, in all material respects, been conducted in the ordinary course

of business (except for discussions, negotiations, and transactions related to this Agreement or other potential strategic transactions),

and the Acquired Companies have not taken any action that, if taken on or after the date of this Agreement (without Parent’s prior

written consent), would have constituted a breach of Section 5.2(i), Section 5.2(l), Section 5.2(g),

Section 5.2(h) or Section 5.2(o).

(b)

Since January 1, 2025, there has not been any change, event, fact, effect or occurrence that has had, or would have, either individually

or in the aggregate, an Acquired Companies Material Adverse Effect.

Section 3.16

Labor Relations; Compliance.

(a)

Collective Bargaining Agreements and Labor Relations. Except as set forth in Section 3.16(a)(i) of the Maverick

Disclosure Letter, none of the Acquired Companies nor any of their Subsidiaries is a party to, or otherwise bound by, any collective bargaining

agreement or other labor contract. Except as set forth in Section 3.16(a)(ii) of the Maverick Disclosure Letter or as would not have,

individually or in the aggregate, an Acquired Companies Material Adverse Effect, (a) since January 1, 2023, there has not occurred and,

to the Knowledge of Maverick, there is not threatened, any (i) strike, slowdown, picketing, work stoppage, employee grievance, concerted

refusal to work overtime by, or lockout of, or union organizing campaign with respect to, any employees of the Acquired Companies, (ii) proceeding

or suit against or materially affecting the Acquired Companies relating to the alleged violation of any Laws pertaining to labor relations

or employment matters, including any charge or complaint filed by an employee or union with the National Labor Relations Board, the Equal

Employment Opportunity Commission, or any comparable Governmental Authority, or (iii) application for certification of a collective bargaining

agent seeking to represent any employees of the Acquired Companies, and (b) each individual who renders services to the Acquired Companies

who is classified by the Maverick TopCos or such of their Subsidiaries, as applicable, as having the status of an independent contractor

or other non-employee status for any purpose (including for purposes of taxation and Tax reporting and under Benefit Plans) is properly

so characterized.

(b)

Except as set forth in Section 3.16(b) of the Maverick Disclosure Letter, no labor union or group of employees of the

Acquired Companies or any of their Subsidiaries has made a pending demand for recognition or certification of a bargaining representative

of any such employees in respect of their employment with the Acquired Companies, and there are no representation or certification proceedings

or petitions seeking a representation proceeding presently pending or, to the Knowledge of Maverick, threatened to be brought or filed

with or before the National Labor Relations Board or any other labor relations Governmental Authority

with

respect to representation of any such employees in respect of their employment with the Acquired Companies. Since January 1, 2023, (i) there

have been no organizing activities, union election activity or attempts to bargain collectively relating to any employees of the Acquired

Companies in respect of their employment with the Acquired Companies, and (ii) there have been no material strikes, work stoppages,

slowdowns, picketing, concerted refusal to work overtime, demonstrations, leafletting, lockouts, arbitrations or grievances (in each

case involving labor matters) or other material labor disputes pending or, threatened against the Acquired Companies.

(c)

Except as would not have, individually or in the aggregate, an Acquired Companies Material Adverse Effect, the Acquired Companies

are, and have been since January 1, 2023, in compliance with all applicable Labor Laws, including that (i) each Service Provider

has all work permits, immigration permits, visas or other authorizations required by applicable Law for such Service Provider to provide

the services he or she provides to the Acquired Companies given the duties and nature of such services, and (ii) the Acquired Companies

have met all requirements under applicable Laws relating to the employment of foreign citizens and residents, including all requirements

of Form I-9, and the Acquired Companies do not currently employ, or have ever employed, any person who was not permitted under applicable

Law to work in the jurisdiction in which such person was employed.

(d)

Except as would not have, individually or in the aggregate, an Acquired Companies Material Adverse Effect, since January 1, 2023,

all individuals who perform or have performed services for the Acquired Companies have been properly classified under applicable Law (i)

as employees or individual independent contractors and (ii) for employees, as an “exempt” employee or a “non-exempt”

employee (within the meaning of the FLSA and state Law), and the Acquired Companies do not have notice of any pending or threatened inquiry

or audit from any Governmental Authority concerning any such classifications.

(e)

The Maverick TopCos have made available to Parent prior to the date hereof a complete and correct list of all employees of the

Acquired Companies, indicating each employee’s: (i) name or identification number, (ii) title or position, (iii) full time,

part time or temporary status, (iv) hire date, (v) work location, (vi) classification as exempt or non-exempt, (vii) hourly rate of pay

or base annual salary, (viii) commission, incentive or discretionary bonus amounts for the prior fiscal year, and (ix) status

if on leave.

(f)

To the Knowledge of Maverick, except as would not have, individually or in the aggregate, an Acquired Companies Material Adverse

Effect, (x) no Service Provider with a job title of Vice President or above has given notice to the Acquired Companies that such Service

Provider intends to terminate his or her employment or service and (y) no Service Provider with a job title of Vice President or above

is in violation of any term of any employment contract, non-disclosure agreement, non-competition agreement or other restrictive covenant

agreement in effect as of the date hereof.

(g)

Since January 1, 2023, except as set forth on Section 3.16(g) of the Maverick Disclosure Letter, (i) no allegations of sexual

harassment, misconduct, discrimination or retaliation have been made against any Service Provider with a job title of Vice President or

above and (ii) there are no Actions or, to the Knowledge of Maverick, investigations by any

Governmental

Authority or proceedings before any Governmental Authority, pending or, to the Knowledge of Maverick, threatened, related to any allegations

of sexual harassment, misconduct, discrimination or retaliation by any Service Provider with a job title of Vice President or above.

(h)

Compliance with Law. Except as would not have, individually or in the aggregate, an Acquired Companies Material Adverse

Effect, the Acquired Companies are in compliance with all applicable Laws respecting labor, employment, fair employment practices, terms

and conditions of employment, applicant and employee background checking, immigration and required documentation, workers’ compensation,

occupational safety and health requirements, plant closings, wages and hours, worker classification, withholding of Taxes, employment

discrimination, disability rights or benefits, equal opportunity, labor relations, employee leave issues and unemployment insurance and

related matters.

(i)

WARN Act. None of the Acquired Companies has effectuated a “plant closing” or “mass layoff” as those

terms are defined in the WARN Act, affecting in whole or in part any site of employment, facility, operating unit or employee of the Acquired

Companies, in each case without complying with all provisions of the WARN Act within the twenty-four (24) months prior to the date of

this Agreement, nor, as of the date of this Agreement, have the Acquired Companies announced any such action or program for the future.

Section 3.17

Real Property.

(a)

Leased Real Property. Section 3.17(a) of the Maverick Disclosure Letter contains a complete and correct list

in all material respects of all Leases pursuant to which any Acquired Company, as of the date of this Agreement, leases or subleases any

Leased Real Property. Section 3.17(a) of the Maverick Disclosure Letter sets forth the address, landlord and tenant for each

Lease. The Maverick TopCos have made available to Parent true, complete and correct copies of the material Leases (including all distribution

centers and stores). Except as would not have, individually or in the aggregate, an Acquired Companies Material Adverse Effect, (i) the

applicable Acquired Company party to the respective Leases has good and valid title to the leasehold estate under the Leases free and

clear of any Liens other than Permitted Liens, (ii) none of the Acquired Companies has received written notice from a counterparty to

any Lease that such Acquired Company is in default (that has not been cured) under any Lease, (iii) to the Knowledge of Maverick, no lessor,

sublessor or grantor thereunder is (or is alleged to be) in default in any material respect under any Lease, (iv) each Lease is in

full force and effect, and since January 1, 2023, none of the Acquired Companies has given or received any notice of termination with

respect to a Lease, (v) to the knowledge of Maverick, no event or circumstance has occurred that, with or without notice or lapse of time

or both, would constitute an event of default under any Lease by any of the Acquired Companies or (to the Knowledge of Maverick) any other

party thereto and (vi) none of the Leased Real Property or any portion thereof or interest therein is subject to any right of first refusal,

purchase option, right of first offer or other similar right in favor of a Person that is not an Acquired Company or an Affiliate thereof

that is not a Permitted Lien. Except as set forth in Section 3.17(a) of the Maverick Disclosure Letter, none of the Acquired

Companies is a lessor, sublessor or grantor under any lease, sublease or other instrument granting to another Person any material right

to the possession, lease, occupancy or enjoyment of the Leased Real Property or the Owned Real Property.

(b)

Owned Real Property. Section 3.17(b) of the Maverick Disclosure Letter contains a complete and correct list,

in all material respects, as of the date hereof, of all Owned Real Property (together with the Leased Real Property, the “Maverick

Real Property”). Except as would not have, individually or in the aggregate, an Acquired Companies Material Adverse Effect,

(i) the Acquired Companies have good, valid and marketable fee simple title to all of the Owned Real Property, free and clear of any Lien

other than Permitted Liens, (ii) there are issued and in effect with respect to all of the Owned Real Property valid and enforceable owner’s

title insurance policies and (iii) none of the Owned Real Property or any portion thereof or interest therein is subject to any right

of first refusal, purchase option, right of first offer or other similar right in favor of a Person that is not an Acquired Company or

an Affiliate that is not a Permitted Lien.

(c)

Except as would not have, individually or in the aggregate, an Acquired Companies Material Adverse Effect, to the Knowledge of

Maverick, there are no threatened condemnation or eminent domain proceedings by a Governmental Authority that materially interfere with

the use of any Maverick Real Property or any part thereof.

(d)

The Maverick Real Property constitutes all of the material real property owned, leased or occupied by the Acquired Companies. Except

as would not have, individually or in the aggregate, an Acquired Companies Material Adverse Effect, the Maverick Real Property and the

current use and operation thereof comply in all material respects with all applicable zoning, entitlement, conservation, land use, building

and similar Laws. Except as would not have, individually or in the aggregate, an Acquired Companies Material Adverse Effect, (i) the Maverick

Real Property is in good operating condition and repair, ordinary wear and tear excepted, and suitable for the use of the applicable Maverick

Real Property as currently used, (ii) each parcel of Maverick Real Property enjoys parking and access (directly, across other parcels

of Maverick Real Property, or across valid and perpetual easements benefitting such parcel) to utilities (including water, sewer and electricity)

and public streets, that are suitable for the use of the applicable Maverick Real Property as currently used, (iii) all certificates of

occupancy, certificates of authority, authorizations, permits, licenses, approvals, registrations, and other similar consents issued by

or obtained from any Governmental Authority necessary for the current ownership, use and operation of the Maverick Real Property are in

full force and effect and (iv) no Acquired Company has received any written notice with respect to any of the Maverick Real Property requiring

the performance of any structural or other material alterations thereto that have not been completed.

Section 3.18

Brokers and Finders. Except as set forth on Section 3.18 of the Maverick Disclosure Letter, there is no investment

banker, broker or other Person retained by or authorized to act on behalf of any of the Acquired Companies or any of either of the Maverick

TopCos’ equityholders, or any of their respective Affiliates who might be entitled to any finders’ fee, brokerage commission

or similar compensation from the Acquired Companies in connection with the transactions contemplated hereby.

Section 3.19

Affiliate Agreements. Section 3.19 of the Maverick Disclosure Letter lists all agreements and transactions to

which any of the Acquired Companies, on the one hand, and any senior officer, director, manager or Affiliate (including the Maverick OpCo

Holders and

Class A Maverick PropCo Holders, but not including the Acquired

Companies) of any of the Acquired Companies, any Related Party of any Maverick OpCo Holder or Maverick PropCo Holder, or any holder of

more than 5% of the Equity Interests of either of the Maverick TopCos on the other hand, are parties (each, an “Affiliate Agreement”),

other than any employee agreements, agreements entered into under any Benefit Plan and agreements providing for indemnification in respect

of such Person’s position as a director, officer, manager or employee of an Acquired Company (and such agreements and transactions

shall not be deemed to be Affiliate Agreements). No Affiliate of the Acquired Companies (other than Acquired Companies) or Related Party

of any Maverick OpCo Holder or Maverick PropCo Holder owns any non deminmis Asset of the Acquired Companies.

Section 3.20

Form S-4. None of the information supplied or to be supplied by or on behalf of the Acquired Companies for inclusion in

the Form S-4 or any amendment or supplement thereto will, at the time the Form S-4 or any such amendment or supplement becomes effective

under the Securities Act, as the case may be, contain any untrue statement of a material fact or omit to state any material fact required

to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not

misleading.

Section 3.21

No Additional Representations.

(a)

Except as otherwise expressly set forth in this Article III, none of the Acquired Companies, nor any other Person acting

on their behalf, makes any representations or warranties of any kind or nature, express or implied, in connection with the transactions

contemplated by this Agreement or any of the other Transaction Documents, including, without limitation, any representations or warranties

with respect to any projections, forecasts, estimates or budgets of future revenues, future results of operations or future financial

condition (or any component thereof) of any of the Acquired Companies.

(b)

Notwithstanding anything to the contrary in this Agreement, the Maverick TopCos acknowledge and agree that: (i) except for the

representations and warranties of Parent, New Slider HoldCo and Merger Subs expressly set forth in Article IV, (x) neither

Parent, New Slider HoldCo nor any of the Merger Subs makes, or has made, any representation or warranty (including regarding the accuracy

or completeness of any information, including any information provided to the Acquired Companies or their representatives) and (y) the

Maverick TopCos are not relying on, and have not relied on, any representation or warranty made, or information provided, by or on behalf

of Parent or Merger Subs, in each case, regarding Parent, the Merger Subs, its or their business, this Agreement, the Mergers, any information

provided to the Acquired Companies in connection with this Agreement or the Mergers or any other related matter; (ii) except for the representations

and warranties of New Slider HoldCo, Parent and the Merger Subs expressly set forth in Article IV, the Maverick TopCos disclaim

any other representations or warranties and (iii) the Maverick TopCos (on behalf of the Maverick OpCo Holders and the Maverick PropCo

Holders who are sophisticated purchasers) have made their own independent investigation, review, and analysis regarding Parent, the Merger

Subs, and the Mergers, which investigation, review, and analysis were conducted by the Maverick TopCos together with expert advisors,

including legal counsel, that they have engaged for such purpose. None of the Parent Parties or any other Person will have or be subject

to any liability to the

Maverick

TopCos or any other Person resulting from the distribution to the Acquired Companies, or the Acquired Companies’ use of, any such

information, including any information, documents, projections, forecasts or other material made available to the Acquired Companies

in certain “data rooms,” “virtual data rooms,” management presentations or in any other form in expectation of,

or in connection with, the Mergers.

Article IV

REPRESENTATIONS AND WARRANTIES OF PARENT, NEW SLIDER HOLDCO AND MERGER SUBS

Except (a) as disclosed in and reasonably apparent

from the Parent SEC Documents filed on or after January 1, 2023 and at least two (2) Business Days prior to the date hereof (excluding

any disclosures in any such Parent SEC Document in any risk factor section, any forward-looking disclosure in any section relating to

forward-looking statements or any other statements that are non-specific, forward-looking, predictive or cautionary in nature other than

any description of historical facts included therein) (other than with respect to Section 4.2 or Section 4.4 (other

than clause (iv)) or (b) as disclosed in the disclosure schedule delivered by Parent to the Maverick TopCos immediately prior to the execution

of this Agreement (the “Parent Disclosure Letter”) (each fact or item disclosed in any section or subsection of which

qualifies the correspondingly numbered representation, warranty or covenant if specified therein and any such other representations, warranties

or covenants where its applicability to, relevance as an exception to, or disclosure for purposes of, such other representation, warranty

or covenant is reasonably apparent on its face, in accordance with Section 9.17), New Slider HoldCo, Parent and the Merger

Subs severally, and not jointly and severally, represent and warrant to the Maverick TopCos as follows:

Section 4.1

Due Incorporation. Parent is duly organized, validly existing, and in good standing under the Laws of its jurisdiction of

organization. Each of Parent’s Subsidiaries is duly organized, validly existing, and in good standing under the Laws of its jurisdiction

of organization, except where the failure to be in good standing, would not have, individually or in the aggregate, a Parent Material

Adverse Effect. Parent and each of its Subsidiaries has all requisite power and authority to own, lease and operate its respective assets

and properties as they are now being owned, leased and operated and to carry on its business as now conducted, except where the failure

to do so would not have, individually or in the aggregate, a Parent Material Adverse Effect. Each of Parent and its Subsidiaries is duly

qualified to do business as a foreign corporation and, where such concept is applicable, is in good standing in all jurisdictions in which

it is required to be so qualified or in good standing, except, with respect to Parent’s Subsidiaries other than New Slider HoldCo

and the Merger Subs, where the failure to be so qualified or in good standing would not have, individually or in the aggregate, a Parent

Material Adverse Effect. Parent has made available true, correct and complete copies of the Organizational Documents of Parent as of the

date hereof and as currently in effect, and Parent is not in material violation of such Organizational Documents. All of the issued and

outstanding Equity Interests of New Slider HoldCo and each Merger Sub are owned directly by Parent free and clear of Liens of any kind.

Section 4.2

Capitalization.

(a)

The entire authorized capital stock of Parent consists of 2,000,000,000 shares of Parent Common Stock and 1,500,000 shares of preferred

stock, par value $1.00 per share (the “Parent Preferred Stock”). At the close of business on March 27, 2026, (i) 478,178,260

shares of Parent Common Stock were issued and outstanding, (ii) no shares of Parent Preferred Stock were issued and outstanding, (iii)

286,996,640 shares of Parent Common Stock were held by Parent in its treasury, and (iv) 5,472,660 shares of Parent Common Stock were subject to outstanding options to purchase Parent Common Stock, (v) 1,923,528 shares of Parent Common Stock were subject to outstanding time-based restricted stock units in respect of Parent Common Stock, (vi) 1,227,213 shares (assuming satisfaction of performance goals at the target level) or 2,454,426 shares (assuming satisfaction of performance goals at the maximum level) of Parent Common Stock were subject to outstanding performance-based restricted stock awards in respect of Parent Common Stock and (vii) 35,010,273 shares of Parent Common Stock remained available for issuance under the Parent Equity Plans.

(b)

No shares of Parent Common Stock are subject to or were issued in violation of the preemptive rights of any shareholder or any

purchase option, call option, right of first refusal, subscription right or any similar right under any provision of the DGCL, the Organizational

Documents of Parent or any agreement to which Parent or any of its Subsidiaries is a party or otherwise bound. Except as set forth in

this Section 4.2 and in Section 4.2 of the Parent Disclosure Letter, as of the date of this Agreement, there are no (i) issued

and outstanding shares of capital stock of or other voting or Equity Interests in Parent, (ii) Equity Interests of Parent that are convertible

into or exercisable or exchangeable for shares of capital stock of or other voting or equity interests in Parent, (iii) options, warrants

or other rights or agreements to acquire from Parent, or other obligation of Parent to issue, deliver, transfer or sell, or cause to be

issued, delivered, transferred or sold, any shares of capital stock of or other voting or Equity Interests in Parent or securities convertible

into or exercisable or exchangeable for shares of capital stock of or other voting or Equity Interests in Parent, (iv) voting trusts,

proxies or other similar agreements to which Parent is a party or by which Parent is bound with respect to the voting of any shares of

capital stock of or other voting or Equity Interests in Parent, (v) obligations to which Parent or any of its Subsidiaries is a party

restricting the transfer of, or requiring the registration for sale of, any shares of capital stock of or other voting or Equity Interests

in Parent, or (vi) outstanding or authorized Parent appreciation rights, rights of first offer, performance shares, “phantom”

stock rights or other agreements or obligations of any character (contingent or otherwise) pursuant to which any Person is or may be entitled

to receive from Parent or any of its Subsidiaries any payment or other value based on the revenues, earnings or financial performance,

or stock price performance or other attribute of Parent or any of its businesses or assets are calculated in accordance therewith (the

items in clauses (i), (ii) and (iii) being referred to collectively as the “Parent Securities”). There are no outstanding

obligations of Parent to repurchase, redeem or otherwise acquire any Parent Securities. Other than pursuant to this Agreement in connection

with the Transactions, there are no options, warrants or other rights, agreements, arrangements or commitments of any character relating

the issued

or unissued capital stock of New Slider HoldCo or obligating New Slider HoldCo to issue or sell any shares of capital stock of, or other

equity interests in, New Slider HoldCo.

(c)

All of the shares of Parent Common Stock are, and the shares of HoldCo Common Stock constituting the Maverick OpCo Common Stock

Consideration when issued will be, duly authorized, validly issued, fully paid and, to the extent applicable, nonassessable and not subject

to, or issued in violation of, any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar

right under any provision of the DGCL, the Organizational Documents of Parent or New Slider HoldCo, as applicable, or any agreement to

which Parent, New Slider HoldCo or any of their respective Subsidiaries is a party or otherwise bound. Such Equity Interests have been

issued in compliance with all applicable state and federal Laws concerning the issuance of securities in all material respects. Parent

owns, beneficially and of record, directly or indirectly, all of the Equity Interests in New Slider Holdco and New Slider HoldCo owns,

beneficially and of record, directly or indirectly, all of the Equity Interests in the Merger Subs, in each case, free and clear of any

Liens. Such outstanding Equity Interests in New Slider Holdco and each of the Merger Subs, as applicable, are the sole outstanding securities

of such Subsidiaries.

(d)

Neither Parent nor any of its Subsidiaries has outstanding bonds, debentures, notes or, other than as referred to in this Section 4.2,

other securities, the holders of which have the right to vote (or which are convertible into or exercisable for securities having the

right to vote) with the holders of Parent Common Stock on any matter.

(e)

Except for this Agreement, the Stockholders Agreement and the Letter Agreements, neither Parent nor any of its Subsidiaries is

a party to any equityholders agreement, voting agreement or registration rights agreement relating to the Equity Interests of Parent.

Section 4.3

Due Authorization. Each of New Slider HoldCo, Parent and the Merger Subs has all requisite power and authority to enter

into this Agreement and each Transaction Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate

the transactions contemplated hereby and thereby. The execution, delivery and performance by each of New Slider HoldCo, Parent and the

Merger Subs of this Agreement and the consummation by New Slider HoldCo, Parent and the Merger Subs of the applicable transactions contemplated

hereby, including the Mergers, have been duly and validly approved by the unanimous vote of the boards of directors or board of managers,

as applicable, of New Slider HoldCo, Parent and each Merger Sub and no other corporate actions or proceedings on the part of New Slider

HoldCo, Parent or any Merger Sub or their respective stockholders shall be necessary to authorize this Agreement and the transactions

contemplated hereby. Each of New Slider HoldCo, Parent and the Merger Subs has duly and validly executed and delivered this Agreement,

and, assuming the due authorization, execution and delivery by each of the Maverick TopCos and Holder Representative, this Agreement constitutes

a legal, valid and binding obligation of each of New Slider HoldCo, Parent and the Merger Subs, enforceable against them in accordance

with its terms, except as such enforceability may be limited by Creditor’s Rights. Prior to the date of this Agreement, the Parent

Board has taken all action necessary to exempt under or make not subject to any applicable Takeover Law or any provision of the Organizational

Documents of Parent that would require any approval other than that otherwise required by the DGCL other applicable state Law, each of

the execution of this Agreement, the

other

Transaction Documents, the Mergers and any of the other transactions contemplated by this Agreement or the other Transaction Documents.

Section 4.4

Consents and Approvals; No Violations. Except for (a) filings under Section 2.3, (b) filings under the HSR

Act, (c) the filing with the SEC of the Form S-4, if required, and (d) any consents,

authorizations, approvals, filings or exemptions in connection with compliance with the rules of the NYSE, the execution, delivery and

performance by New Slider HoldCo, Parent and the Merger Subs of this Agreement and the other Transaction Documents and the consummation

of the transactions contemplated hereby and thereby will not (i) violate any Law applicable to New Slider HoldCo, Parent or any of their

respective Subsidiaries or by which any of their respective properties or assets are bound; (ii) require any notification to or

filing by New Slider HoldCo, Parent or any of their respective Subsidiaries with, or consent or approval of, any Governmental Authority;

(iii) violate or conflict with any provision of the Organizational Documents of Parent, New Slider HoldCo or a Merger Sub; (iv) require

any consent of or any other action by any Person under, constitute a default or an event that, with or without notice or lapse of time

or both, would constitute a default under, or cause or permit termination, cancelation, acceleration, other change of any right or obligation

or the loss of any benefit under, any material contract to which New Slider HoldCo, Parent, a Merger Sub or any of Parent’s other

Subsidiaries is a party or by which New Slider HoldCo, Parent, a Merger Sub, any of Parent’s Subsidiaries or any of their respective

assets or properties is bound or any material Permit affecting the assets or business of New Slider HoldCo, Parent or a Merger Sub; or

(v) result in the creation or imposition of any Lien other than Permitted Liens on any material properties or assets of New Slider HoldCo,

Parent or any of their respective Subsidiaries, except, in the case of each of clauses (i), (ii) (iv) and (v) of this Section 4.4

to the extent the occurrence of any of the foregoing would not reasonably be expected to, individually or in the aggregate, be material

to New Slider HoldCo, Parent their respective Subsidiaries, taken as a whole, or would not reasonably be expected to, individually or

in the aggregate, have a material adverse effect on the ability of New Slider HoldCo, Parent or the Merger Subs to consummate the transactions

contemplated by this Agreement or the other Transaction Documents.

Section 4.5 Brokers

and Finders. There is no investment banker, broker other Person retained by or authorized to act on behalf of Parent or any of

its Subsidiaries who might be entitled to any finders’ fee, brokerage commission or similar compensation from Parent or any of

its Subsidiaries in connection with the transactions contemplated hereby, other than Goldman Sachs & Co. LLC and TD Securities

(USA) LLC.

Section 4.6

Operations of New Slider HoldCo and Merger Subs. New Slider HoldCo and each Merger Sub was formed specifically for the transactions

contemplated by this Agreement and has conducted no operations and incurred no obligations other than those incident to its formation

and in connection with the transactions contemplated by this Agreement.

Section 4.7

Parent SEC Filings.

(a)

Each report, schedule, form, statement and other document (including exhibits and other information incorporated therein and any

amendments or supplements thereto) required to be furnished or filed by Parent and its Subsidiaries with the SEC since January 1,

2023

(such documents, together with any documents filed with the SEC by Parent and its Subsidiaries during such period, including all exhibits

and other information incorporated therein and any amendments or supplements thereto, collectively referred to as the “Parent

SEC Documents”) (i) at the time filed (and giving effect to any amendments or supplements thereto filed prior to the date of

this Agreement), complied in all material respects with the applicable requirements of SOX and the Exchange Act or the Securities Act,

as the case may be, and the rules and regulations of the SEC promulgated thereunder applicable to such Parent SEC Document and (ii) did

not at the time it was filed (or if amended or superseded by a filing or amendment prior to the date of this Agreement, then at the time

of such filing or amendment) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein

or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial

statements included in the Parent SEC Documents (i) complied at the time they were filed as to form in all material respects with applicable

accounting requirements and the published rules and regulations of the SEC with respect thereto, (ii) were prepared in accordance with

GAAP (except, in the case of unaudited statements, as permitted by Form 10-Q of the SEC) applied on a consistent basis during the periods

involved (except as may be indicated in the notes thereto) and (iii) fairly present in all material respects the consolidated financial

position of Parent and its Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the

periods covered thereby (except that the unaudited statements may not contain footnotes and are subject to normal year-end audit adjustments).

(b)

Since June 28, 2025, Parent and its Subsidiaries have maintained systems of internal accounting controls with respect to their

businesses sufficient to provide reasonable assurances that (i) transactions are executed in accordance with the general or specific authorization

of the management of Parent, (ii) transactions are recorded as necessary to permit the preparation of financial statements that fairly

present in all material respects the financial position and results of operations of Parent and its Subsidiaries, and (iii) the recorded

accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to

any differences. The “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

Act) utilized by Parent ensure that material information required to be disclosed by Parent and its Subsidiaries in the reports that they

file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and

forms of the SEC and that all such information required to be disclosed is accumulated and communicated to the management of Parent as

appropriate to allow timely decisions regarding required disclosure and to enable the chief executive officer and chief financial officer

of Parent to make the certifications required under the Exchange Act with respect to such reports. None of Parent nor any of its Subsidiaries

nor, to the Knowledge of Parent, any of their executive officers or auditors has, since June 28, 2025, identified (i) any material weakness

or significant deficiency in the system of internal control over financial reporting utilized by Parent or any of its Subsidiaries that

would reasonably be expected to materially and adversely affect the ability of Parent and its Subsidiaries to record, process, summarize

and report financial information; or (ii) any fraud, whether or not material, that involves the role of Parent’s management or other

employees of Parent who have a significant role in the preparation of Parent’s financial statements or the internal accounting controls

utilized by Parent of any of its Subsidiaries.

(c)

Neither Parent nor any of its Subsidiaries is a party to, or has any commitment to become a party to, any joint venture, off-balance

sheet partnership or any similar Contract (including any Contract relating to any transaction or relationship between or among Parent

or any of its Subsidiaries, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited

purpose entity or Person, on the other hand, or any “off-balance sheet arrangements” (as defined in Item 303(a) of Regulation

S-K under the Exchange Act)), where the result, purpose or intended effect of such Contract is to avoid disclosure of any material transaction

involving Parent or any of its Subsidiaries in Parent’s or such Subsidiary’s financial statements.

(d)

Other than Parent, none of Parent or any of its Subsidiaries is, or has at any time since January 1, 2020 been, subject to the

reporting requirements of Section 13(a) or 15(d) of the Exchange Act.

(e)

There are no Liabilities, in each case, that are required by GAAP to be reflected or reserved against in the consolidated balance

sheet of Parent (or disclosed in the notes to such balance sheet), except (i) Liabilities disclosed in Section 4.7(f) of the Parent Disclosure

Letter, (ii) Liabilities to the extent specifically and adequately reserved against in Parent’s most recent balance sheet for the

quarter ended December 27, 2025, (iii) Liabilities incurred in the ordinary course of business or pursuant to this Agreement (other than

any such liability or obligation resulting from a breach of or a default under any Contract of or Law applicable to Parent or any of its

Subsidiaries), (iv) Liabilities arising out of or in connection with this Agreement or the transactions contemplated by this Agreement,

(v) Liabilities incurred since December 27, 2025 or (vi) Liabilities that would not have, individually or in the aggregate, a Parent Material

Adverse Effect.

Section 4.8

Litigation. Except as set forth on Section 4.8 of the Parent Disclosure Letter or as would not have, individually or in

the aggregate, a Parent Material Adverse Effect, as of the date hereof, (a) none of the Parent or its Subsidiaries is subject to any outstanding

or unsatisfied Order relating to Parent or any of its Subsidiaries, (b) there is no Litigation by or before any Governmental Authority

or arbitrator or mediator, pending, or, to the Knowledge of Parent, threatened against Parent or its Subsidiaries and (c) there is no

Litigation involving Parent or its Subsidiaries, pending or, to the Knowledge of Parent, threatened in writing, which questions or challenges

the validity of this Agreement.

Section 4.9

Compliance with Laws.

(a)

Except as set forth in Section 4.9(a) of the Parent Disclosure Letter or as would not have, individually or in the aggregate, a

Parent Material Adverse Effect, (i) each of Parent and its Subsidiaries is, and since January 1, 2023 has been, in compliance in all material

respects with all applicable Laws and applicable Orders and (ii) since January 1, 2023, none of Parent or any of its Subsidiaries has

received written notice from any Governmental Authority alleging that Parent or any of its Subsidiaries is not in compliance with any

applicable Law or Order.

(b)

Except as set forth in Section 4.9(b) of the Parent Disclosure Letter or as would not have, individually or in the aggregate, a

Parent Material Adverse Effect, (i) all

material

Permits of all Governmental Authorities that are required to permit Parent and its Subsidiaries to carry on their businesses have been

obtained and are in full force and effect, (ii) there has been no violation, default, cancelation or revocation of any Permit and (iii)

since January 1, 2023, each of Parent and its Subsidiaries are in compliance with all material Permits applicable to Parent or such Subsidiary.

(c)

Except as set forth in Section 4.9(c) of the Parent Disclosure Letter, or as would not have, individually or in the aggregate,

a Parent Material Adverse Effect, since January 1, 2021, neither Parent nor any of its Subsidiaries, nor, to the Knowledge of Parent,

any of their respective officers, directors or employees, nor any of their agents or representatives, in each case, acting for or on behalf

or Parent or any of its Subsidiaries, have made, offered, promised or authorized any payment, gratuity or other thing of value that is

prohibited by any Law, whether directly or indirectly, to any personnel of any Governmental Authority.

(d)

Since January 1, 2021, neither Parent nor any of its Subsidiaries, nor, to the Knowledge of Parent, any officer, director or employee,

nor any agent or representative of the Acquired Companies, in each case, acting for or on behalf of Parent or any of its Subsidiaries,

has violated, in any material respect, any applicable Anti-Corruption Law or Trade Controls.

(e)

Parent and each of its Subsidiaries, and, to the Knowledge of Parent, their respective officers, directors, employees, and their

agents or representatives, in each case, acting for or on behalf of Parent or any of its Subsidiaries are and since January 1, 2021 have

been in material compliance with applicable economic sanctions Laws, including Economic Sanctions.

(f)

Since January 1, 2021, neither Parent nor any of its Subsidiaries have (A) been convicted of violating any Anti-Corruption Laws,

Trade Controls, or Economic Sanctions, (B) made a voluntary, directed, or involuntary disclosure to any Governmental Authority regarding

any alleged act or omission arising under any Anti-Corruption Law, Trade Controls, or Economic Sanctions, or (C) received any written

notice of any actual non-compliance with Anti-Corruption Laws, Trade Controls, or Economic Sanctions.

Section 4.10

Absence of Changes.

(a)

Except as disclosed in Section 4.10 of the Parent Disclosure Letter, since June 28, 2025 through the date of this Agreement, the

businesses of Parent and its Subsidiaries have, in all material respects, been conducted in the ordinary course of business.

(b)

Since June 28, 2025, there has not been any change, event, fact, effect or occurrence that has had, or would have, either individually

or in the aggregate, a Parent Material Adverse Effect.

Section 4.11

Financing. As of the date hereof, Parent has delivered to the Maverick TopCos true, complete and correct copies of an executed

debt commitment letter, dated as of the date hereof (including all exhibits, schedules and annexes thereto, as may be amended, modified,

waived or replaced in accordance with the terms hereof, together with the Debt Financing Fee Letter, the “Debt Commitment Letter”)

and the fee letter related to the Debt Commitment Letter (as may be amended, modified, waived or replaced in accordance with the terms

hereof, the

“Debt Financing Fee Letter”), pursuant to which

the Debt Financing Sources party thereto have committed, on the terms and subject to the conditions set forth therein, to provide to Parent,

the Merger Subs or an Affiliate thereof the amount of debt financing described therein, the proceeds of which shall be used to, among

other things, fund the Transactions (the “Debt Financing”); provided that the copy of the Debt Financing Fee

Letter delivered to the Maverick TopCos may be redacted to omit solely the fee amounts and “market flex” provisions and economic

terms that do not impact the amount (other than through the operation of original issue discount or upfront fees), or adversely affect

the availability, enforceability or termination of the Debt Financing or expand the conditions to obtaining the Debt Financing on the

Closing Date. Except as expressly set forth in the Debt Commitment Letter, there are no conditions precedent or other contingencies (including

any “market flex” provisions applicable thereto) to the obligations of the parties thereto to fund the full amounts contemplated

by the Debt Financing. As of the date hereof, the Debt Commitment Letter has been duly executed and delivered by, and is a legal, valid,

binding and enforceable obligation of, Parent and the Merger Subs and, to the Knowledge of Parent, each other party thereto. As of the

date hereof, the Debt Commitment Letter is in full force and effect against Parent and the Merger Subs and, to the Knowledge of Parent,

against each other party thereto, except as enforceability may be limited by Creditor’s Rights. The Debt Commitment Letter has not

been amended, restated or otherwise modified or waived prior to the execution and delivery of this Agreement, and the commitments contained

in the Debt Commitment Letter have not been terminated, withdrawn, rescinded, amended, restated or otherwise modified in any respect prior

to the execution and delivery of this Agreement by Parent or the Merger Subs, or, to the Knowledge of Parent, the other parties thereto,

and, as of the date of this Agreement, other than as permitted by Section 5.13(a), no such termination, withdrawal, rescission,

amendment, restatement or modification is currently contemplated by Parent, and, to the Knowledge of Parent, the other parties thereto.

All commitment and other fees required to be paid under the Debt Commitment Letter on or prior to the date hereof have been timely paid.

As of the date hereof, assuming the satisfaction of the conditions set forth in Article VI, Parent is not aware of any fact,

occurrence or condition that may cause the financing commitments in the Debt Commitment Letter to terminate or be ineffective or any term

or condition of closing required to be satisfied by it or the Merger Subs pursuant to the Debt Commitment Letter not to be met. The aggregate

cash proceeds of the Debt Financing, if and when funded, will be sufficient for Parent to fund payment of the Aggregate Estimated Cash

Merger Consideration and all other amounts required to be paid in cash by Parent pursuant to this Agreement, including as contemplated

by Section 5.13 and all fees and expenses, and to consummate the transactions contemplated by this Agreement and the Debt

Commitment Letter (such amount, the “Required Funding Amount”). As of the date hereof, assuming the satisfaction of

the conditions set forth in Article VI, no event has occurred that would result in a breach of or a default (or an event that,

with or without notice or lapse of time, or both, would be a breach or default) under the Debt Commitment Letter by Parent or the Merger

Subs or, to the Knowledge of Parent, each other party thereto. As of the date hereof, other than as set forth in the Debt Commitment Letter,

there are no side letters or other agreements that impose conditions or contingencies to the funding of the Required Funding Amount or

that could otherwise affect the availability, enforceability or amount of the Debt Financing. As of the date hereof, assuming the satisfaction

of the conditions set forth in Article VI, Parent has no reason to believe that any of the terms and conditions in the Debt

Commitment Letter will not be satisfied by Parent and the Merger Subs on a timely basis, nor to the Knowledge of Parent, will any of the

other parties

thereto fail to perform their respective obligations thereunder,

or that the full amount under the Debt Commitment Letter will not be available to Parent or the Merger Subs on the Closing Date. Notwithstanding

anything to the contrary herein, the obligations of Parent and Merger Subs hereunder are not subject to any condition regarding Parent’s,

any Merger Sub’s or any other Person’s ability to obtain financing (including the Debt Financing) for the Transactions.

Section 4.12

Taxes. Except as would not have, individually or in the aggregate, a Parent Material Adverse Effect:

(a)

All Tax Returns required to be filed by or with respect to Parent or any of its Subsidiaries have been timely filed (taking into

account applicable extensions) and all such Tax Returns are true, complete and correct.

(b)

All Taxes required to be paid by or with respect to Parent or any of its Subsidiaries (whether or not shown to be due and payable

on any Tax Return) have been timely paid to the appropriate Governmental Authority, and there are no Liens for Taxes upon any assets of

Parent or any of its Subsidiaries other than Permitted Liens.

(c)

There are no Tax Proceedings with respect to Taxes or Tax Returns of or with respect to Parent or any of its Subsidiaries pending

or threatened in writing. No Taxing Authority has asserted in writing any deficiency, claim or issue with respect to Taxes or any adjustment

to Taxes against Parent or any of its Subsidiaries with respect to any taxable period for which the period of assessment or collection

remains open or that has not been finally settled.

(d)

Neither Parent nor any of its Subsidiaries has been a “distributing corporation” or a “controlled corporation”

within the meaning of Section 355(a)(1)(A) of the Code in a distribution intended to qualify for tax-free treatment under Section 355

of the Code in the two (2) years prior to the date of this Agreement.

(e)

Neither Parent nor any of its Subsidiaries is aware of the existence of any fact, or has taken or agreed to take any action, that

would reasonably be expected to prevent or impede the Parent Merger from qualifying as a “reorganization” within the meaning

of Section 368(a) of the Code, or the Parent Merger and OpCo Merger from together qualifying as a transaction described in Section

351(a) of the Code.

Section 4.13

No Vote Required. No vote of the holders of any class or series of capital stock of Parent or New Slider HoldCo is necessary

in connection with the consummation of the Transactions.

Section 4.14

Form S-4. None of the information supplied or to be supplied by or on behalf of Parent or New Slider HoldCo for inclusion

in the Form S-4 or any amendment or supplement thereto will, at the time the Form S-4 or any such amendment or supplement becomes effective

under the Securities Act, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein

or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Section 4.15

No Additional Representations.

(a)

Except as otherwise expressly set forth in this Article IV, neither Parent nor any of its Subsidiaries, nor any other

Person acting on their behalf, makes any representations or warranties of any kind or nature, express or implied, in connection with the

transactions contemplated by this Agreement or any of the other Transaction Documents, including, without limitation, any representations

or warranties with respect to any projections, forecasts, estimates or budgets of future revenues, future results of operations or future

financial condition (or any component thereof) of any of Parent or any of its Subsidiaries.

(b)

Notwithstanding anything to the contrary in this Agreement, Parent, New Slider HoldCo and the Merger Subs acknowledge and agree

that: (i) except for the representations and warranties of the Maverick TopCos expressly set forth in Article III, (x) the

Maverick TopCos do not make, and have not made, any representation or warranty (including regarding the accuracy or completeness of any

information, including any information provided to Parent or its representatives) and (y) the Parent Parties are not relying on, and have

not relied on, any representation or warranty made, or information provided, by or on behalf of the Maverick TopCos, in each case, the

Maverick TopCos regarding the Acquired Companies, or their respective businesses, this Agreement, the Mergers, any information provided

to the Parent Parties in connection with this Agreement or the Mergers or any other related matter; (ii) except for the representations

and warranties of the Maverick TopCos expressly set forth in Article III, the Parent Parties disclaim any other representations

or warranties and (iii) Parent Parties (on behalf of Parent and each of its Subsidiaries) have made their own independent investigation,

review, and analysis regarding the Acquired Companies and the Mergers, which investigation, review, and analysis were conducted by the

Parent Parties together with expert advisors, including legal counsel, that they have engaged for such purpose. None of the Acquired Companies

or any other Person will have or be subject to any liability to the Parent Parties or any other Person resulting from the distribution

to Parent Parties, or the Parent Parties’ use of, any such information, including any information, documents, projections, forecasts

or other material made available to the Parent Parties in certain “data rooms,” “virtual data rooms,” management

presentations or in any other form in expectation of, or in connection with, the Mergers.

Article V

COVENANTS

Section 5.1

Access to Information and Facilities.

(a)

From the date of this Agreement until the earlier of the Parent Merger Effective Time or the date this Agreement is terminated

(the “Interim Period”), the Maverick TopCos shall, and shall cause their respective Subsidiaries to, give Parent, New

Slider HoldCo and the Merger Subs and Parent’s, New Slider HoldCo’s and the Merger Subs’ representatives, upon reasonable

notice, reasonable access during normal business hours to their respective offices, properties, facilities, books and records, officers

and key personnel, in each case, as reasonably requested by Parent for the purpose of furthering consummation of the transactions contemplated

by this Agreement or integration planning relating thereto; provided that such access and disclosure would not obligate the Acquired Companies

to take any actions that would unreasonably interfere with the normal course of its businesses or otherwise result in any significant

interference with the prompt and timely discharge by their employees of their normal

duties

or violate any applicable Law; provided, however, that this Section 5.1

does not authorize any environmental testing, monitoring or sampling at any of the properties owned, operated or leased by the Maverick

TopCos or their respective Subsidiaries absent the prior consent of Holder Representative; provided, further, that nothing

herein shall require an Acquired Company to provide access or to disclose any information to the other parties if such access or disclosure

would (i) be in violation of applicable Laws or confidentiality agreements entered into by such party prior to the date of this Agreement,

(ii) result in the disclosure of any valuations of a party hereto in connection with the transactions contemplated by this Agreement,

(iii) result in the disclosure of competitively sensitive information, (iv) result in the disclosure of any information that is reasonably

pertinent to a litigation where Parent or any of its Affiliates, on the one hand, and the Maverick TopCos or any of their respective

Affiliates, on the other hand, are adverse parties or reasonably likely to become adverse parties, or (v) cause a loss of privilege to

a party or any of its Subsidiaries; provided, in each case, that each Maverick TopCo shall use its commercially reasonable efforts to

make alternative arrangements to provide such access or disclosure in a way that does not cause such loss, constitute such violation

or breach or result in such disclosure or exposure, including through the utilization of customary “clean room” or other

similar procedures. If any of the information or material furnished pursuant to this Section 5.1 includes material or information

subject to the attorney-client privilege, work product doctrine or any other applicable privilege concerning pending or threatened Litigation

or governmental investigations, each party hereto understands and agrees that the parties hereto have a commonality of interest with

respect to such matters and it is the desire, intention and mutual understanding of the parties hereto that the sharing of such material

or information is not intended to, and shall not, waive or diminish in any way the confidentiality of such material or information or

its continued protection under the attorney-client privilege, work product doctrine or other applicable privilege. All such information

provided by the parties that is entitled to protection under the attorney-client privilege, work product doctrine or other applicable

privilege shall remain entitled to such protection under these privileges, this Agreement and the joint defense doctrine.

(b)

The parties hereby agree that all information provided to them or their respective representatives

(as defined in the Confidentiality Agreement) in connection with this Agreement and the consummation of the transactions contemplated

hereby, including the information provided pursuant to Section 5.1(a), shall be deemed to be Evaluation Material, as

such term is defined in, and shall be treated in accordance with, the Confidentiality Agreement and the Clean Team Agreement.

(c)

During the Interim Period, the Maverick TopCos shall promptly provide, or cause to be provided, to Parent a copy of financial information

and reports provided to Maverick OpCo Holders pursuant to Section 4.3(a)-(c) of the Third Amended and Restated Stockholders Agreement

of Maverick OpCo, dated June 30, 2023, by and among the parties thereto (as may be amended), to the extent provided to such Maverick OpCo

Holders, and a copy of the financial information and reports provided to Maverick PropCo Holders pursuant to Section 7.02(a)-(c) of the

Third Amended and Restated Limited Liability Company Agreement of Maverick PropCo, dated June 30, 2023, by and among the parties thereto

(as may be amended), to the extent provided to the applicable Maverick PropCo Holders.

(d)

The parties agree to take the actions set forth on Section 5.1(d) of the Maverick Disclosure Letter.

Section 5.2

Interim Operation of Maverick Business. During the Interim Period, other than as required or expressly contemplated by this

Agreement, with the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned), as required by applicable

Law or as set forth in Section 5.2 of the Maverick Disclosure Letter, the Maverick TopCos shall, and shall cause their Subsidiaries

to, use commercially reasonable efforts to (A) operate in the ordinary course of business in all material respects (including to incur

and spend Capex and to continue to make maintenance capital expenditures relating to the business and Assets of the Acquired Companies

in the ordinary course of business) (provided that no action or failure to take any action by any Acquired Company with respect to matters

addressed by Section 5.2(q) shall be deemed to be a breach of this sentence) and (B) preserve intact their businesses in all material

respects, maintain and preserve in all material respects the business operations, organization and goodwill of the Acquired Companies

and preserve its and their relationships with customers, suppliers and vendors that have significant business relationships with the Acquired

Companies in all material respects; provided, that no action or failure to take any action by any Acquired Company permitted by an exception

to any of clauses (a)-(w) of the next sentence shall be deemed a breach of this sentence. Without limiting the generality of the foregoing,

the Maverick TopCos shall not, and shall cause their Subsidiaries not to, other than as otherwise required or expressly contemplated by

this Agreement, with the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned), as required by applicable

Law or as set forth in Section 5.2 of the Maverick Disclosure Letter:

(a)

amend or otherwise change in any material respect their respective Organizational Documents, other than immaterial amendments to

the Organizational Documents of Subsidiaries of the Maverick TopCos;

(b)

sell, lease, transfer, exclusively license, assign or otherwise dispose of, or incur or create any Lien (other than any Permitted

Lien) on (i) any Asset having a value in excess of $10,000,000 or in the aggregate in excess of $20,000,000, other than the disposition

of inventory in the ordinary course of business or (ii) any real property;

(c)

except as required by applicable Law or as required under the terms of any collective bargaining agreement or Benefit Plan as in

effect on the date hereof, (i) increase or agree to increase the compensation or employee benefits payable or to become payable to any

Service Provider with an annual base salary exceeding $250,000, (ii) grant, accelerate or modify the period of exercisability or vesting

of any compensation awards, (iii) establish, adopt, enter into or materially amend any collective bargaining agreement or similar

labor agreement with any labor union, labor organization, works council or employee representative group, (iv) hire, promote or terminate

(other than for cause) any employee with an annual base salary exceeding $250,000, (v) establish, adopt, enter into, materially amend

or terminate any material Benefit Plan or any plan, contract, policy or program that would be a material Benefit Plan if in effect as

of the date hereof, or (vi) fund (or agree to fund) any compensation or benefits under any material Benefit Plan;

(d)

except in the ordinary course of business, in each case, in accordance with the terms thereof, issue, sell or grant options, warrants

or rights to purchase or subscribe to, enter into any arrangement or contract with respect to the issuance or sale of or, in effect as

of the date of this Agreement, redeem, repurchase or otherwise acquire, any Maverick TopCo Securities or any Maverick Subsidiary Securities

or make any changes (by split, combination, reorganization, reclassification or otherwise) in the capital structure of the Acquired Companies;

(e)

incur any Indebtedness for borrowed money, other than (i) borrowings and other extensions of credit under existing credit facilities

and other financing arrangements of the Acquired Companies to fund working capital expenses of the Acquired Companies in the ordinary

course of business or other expenditures permitted under this Section 5.2, (ii) additional Indebtedness in a principal

amount not in excess of $100,000,000; provided, that any such additional Indebtedness does not include any premiums, breakage costs, make-wholes,

prepayment penalties, fees or other similar payment obligations that will become payable as a result of the Transactions, (iii) Indebtedness

incurred by a Subsidiary of either Maverick TopCo to a Maverick TopCo or to another wholly owned Subsidiary of either Maverick TopCo or

(iv) Liabilities for Taxes incurred in the ordinary course of business;

(f)

materially restructure or materially change its derivatives portfolio or its interest rate exposure, through purchases, sales

or otherwise, or the manner in which the portfolio is classified or reported, except as may be required by GAAP or by applicable Laws;

(g)

declare, set aside or pay any dividend or other distribution (whether in cash, assets, capital stock or otherwise) with respect

to the Equity Interests of either of the Maverick TopCos, other than (1) cash dividends or distributions from any Acquired Company that

are paid prior to the Closing, including cash dividends or distributions paid by the Maverick TopCos to their respective equityholders

paid prior to the Closing Date or (2) dividends or distributions by a Subsidiary of the Maverick TopCos to the applicable Maverick TopCo

or to another wholly owned Subsidiary of the Maverick TopCos;

(h)

split, combine, subdivide or reclassify any of the capital stock, other equity interests or voting securities, or securities convertible

into or exchangeable or exercisable for capital stock or other equity interests or voting securities, in each case of either of the Maverick

TopCos or any of their Subsidiaries, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution

for the capital stock, other equity interests or voting securities of the Maverick TopCos of any of their Subsidiaries;

(i)

repurchase, redeem, or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any capital stock or other equity

interests or voting securities of any of the Acquired Companies, or any securities convertible into or exchangeable or exercisable for

any such capital stock, equity interests or voting securities, or any warrants, calls, options or other rights to acquire any such capital

stock, equity interests or voting securities, other than in the ordinary course of business pursuant to management equity agreements in

effect as of the date of this Agreement;

(j)

merge or consolidate (A) with any other Person or acquire a material amount of stock or assets of any other Person or effect any

business combination,

recapitalization

or similar transaction (other than the Mergers), other than (x) any such action solely between or among the Maverick TopCos and their

wholly owned Subsidiaries or (y) purchases of inventory or other assets in the ordinary course of business or pursuant to agreements

existing as of the date hereof, or (B) with any other Person or acquire a material amount of the stock or assets of any other Person

or effect any business combination, recapitalization or similar transaction (other than the Mergers) if such action would reasonably

be expected to materially delay or prevent the satisfaction of the conditions set forth in Section 6.3 or Section 7.3

or materially increase the risk of any Governmental Authority entering, or materially increase the risk of not being able to successfully

challenge, any Order that would materially delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Mergers and the

other transactions contemplated by this Agreement;

(k)

except as expressly contemplated by this Section 5.2, (i) enter into or terminate (except for any termination upon

expiration of a term in accordance with the terms and conditions thereof or any extensions at the end of a term), or materially modify

or amend, or (ii) assign, or waive any material right under, any Maverick Material Contract (or any Contract that would constitute a Maverick

Material Contract if entered into as of the date of this Agreement), in the case of each of clause (i) and (ii), other than in the ordinary

course of business with respect to Maverick Material Contracts of the type described in Section

3.7(a)(i) and (iii)(B) (provided such Contracts do not include any material terms or conditions that would be applicable to Affiliates

(other than Controlled Affiliates) of the applicable Acquired Company party to such Contract), (vii) and (xi));

(l)

enter into any Affiliate Agreements that are not terminated prior to the Parent Merger Effective Time without any further liability

to any Acquired Company;

(m)

make any material loan, advance or capital contribution to or investment in any Person, other than loans, advances or capital contributions

to or investments in or among their Subsidiaries in the ordinary course of business;

(n)

(i) acquire any real property or any direct or indirect interest in any real property (A) for an amount in excess of $100,000,000

individually or (B) on terms that are not arm’s-length market terms, or (ii) enter into, terminate, or materially modify or amend,

any Lease (other than a lease between one or more Acquired Companies) pursuant to which the total lease payments payable under the terms

of all such Leases exceeds $150,000,000 in the aggregate, other than Leases that are on arm’s-length, market terms;

(o)

make any material change to its financial accounting methods, policies or practices with respect to the maintenance of books of

account and records, except as required by GAAP or applicable Law;

(p)

(i) make (other than in the ordinary course of business), change or revoke any material Tax election, (ii) change any Tax accounting

period or any material method of Tax accounting, (iii) amend any material Tax Return, (iv) enter into any “closing agreement”

within the meaning of Section 7121(a) of the Code (or any similar provision of state, local or foreign Law) or other material agreement

with any Taxing Authority or request any ruling from any Taxing Authority that would have binding effect on the Acquired Companies after

the Closing,

(v) settle

or compromise any material Tax Proceeding or surrender any right to claim a material Tax refund, (vi) enter into any Tax sharing, allocation,

indemnity or similar agreement or arrangement (other than customary provisions in commercial arrangements entered into in the ordinary

course of its business and the primary purpose of which is not Taxes) or (vii) other than in the ordinary course of business or any automatic

or automatically granted extensions, consent to any extension or waiver of any statute of limitations or period for assessment or collections

of any material Taxes;

(q)

(1) for calendar year 2026, make any capital expenditures or commitments for capital expenditures that are in excess of $190,000,000

in the aggregate, (2) for calendar year 2027, make any capital expenditures or commitments for capital expenditures in excess of 125%

of the amounts that are permitted pursuant to clause (1) for calendar year 2026, and (3) for calendar year 2028, make any capital expenditures

or commitments for capital expenditures in excess of 125% of the amounts that are permitted pursuant to clause (2) for calendar year 2027,

in each case of (1), (2) and (3), other than (i) in the ordinary course of business or (ii) to the extent reasonably necessary to protect

human health and safety;

(r)

forgive, cancel or compromise any material debt or claim, or waive, release or assign any right or claim of material value, other

than in the ordinary course of business;

(s)

enter into any settlement, compromise or release for which any Acquired Company would have any Liability or obligation, except

for settlements, compromises or releases that (x) do not involve the payment of money by the Acquired Companies in excess of $5,000,000

individually (net of any insurance proceeds) and that do not involve injunctive relief or any other material restriction on the part of

any Acquired Company, and (y) are not a non deminimis settlement or similar agreement with the FTC, DOJ or SEC;

(t)

adopt or enter into a plan or agreement of complete or partial liquidation or dissolution, merger, consolidation, recapitalization

or other reorganization of any of the Acquired Companies (other than the Mergers);

(u)

omit to take any commercially reasonable action necessary to maintain or renew any Owned Intellectual Property, other than in the

ordinary course of business consistent with past practice;

(v)

enter into any material new line of business; or

(w)

authorize any of, or agree or commit to do any of, the foregoing actions.

Notwithstanding anything in this Agreement to the contrary, nothing

contained in this Agreement shall (1) restrict the Acquired Companies from dividending or distributing any Cash to the Maverick OpCo Holders

and the Class A Maverick PropCo Holders prior to the Closing or (2) give Parent, directly or indirectly, the right to control or direct

the operations of the Acquired Companies prior to the Closing. Prior to the Closing, the Maverick TopCos shall exercise, consistent with

the terms and conditions of this Agreement, complete control and supervision over the operations of the Acquired Companies.

Section 5.3

Interim Operation of Parent Business. During the Interim Period, Parent shall not, and shall cause its Subsidiaries not to, other than as otherwise required or expressly contemplated by this

Agreement, with the prior written consent of Holder Representative, as required by applicable Law or as set forth in Section 5.3

of the Parent Disclosure Letter:

(a)

amend or otherwise change the Organizational Documents of New Slider HoldCo or Parent (i) in a manner that would adversely affect

in any material respect the Maverick TopCos or their respective equityholders in a manner disproportionate to Parent and its stockholders

or in a manner that would adversely affect the ability of any of Parent, New Slider Holdco or any Merger Sub to consummate the transactions

contemplated hereby or (ii) such that any of the Significant Stockholders’ rights under the Stockholders Agreement would not be

given full effect;

(b)

declare or pay any dividend on or make any distributions with respect to its outstanding shares of capital stock (whether in cash,

assets, stock or other securities), except for (1) the authorization and payment by Parent of its ordinary course quarterly dividend on

shares of Parent Common Stock (including increases in the amount thereof), consistent with past practice, or (2) dividends and distributions

paid by wholly owned Subsidiaries of Parent to Parent or to any of its wholly owned Subsidiaries;

(c)

split, combine, subdivide or reclassify any of the capital stock, other equity interests or voting securities, or securities convertible

into or exchangeable or exercisable for capital stock or other equity interests or voting securities, in each case of Parent;

(d)

adopt or enter into a plan or agreement of complete or partial liquidation or dissolution of Parent;

(e)

engage in any action or activity that would require Parent to obtain the approval of its stockholders in connection with the consummation

of the transactions contemplated by this Agreement prior to the Closing; or

(f)

authorize any of, or agree or commit to do any of, the foregoing actions.

Section 5.4

Certain Actions. During the Interim Period, Holder Representative shall not, and the Maverick TopCos shall not, and each

of the foregoing shall cause their Subsidiaries and their respective Representatives not to, directly or indirectly, solicit, initiate,

knowingly encourage or assist, discuss or respond to, or accept, approve, authorize or recommend the submission of any proposal, inquiry

or offer from any Person relating, with respect to the Maverick TopCos or any of their Subsidiaries, to (or which could reasonably be

expected to lead to) any (i) liquidation, dissolution or recapitalization, (ii) merger, consolidation, combination, joint venture, partnership,

recapitalization or share exchange, (iii) acquisition or purchase of all or a significant portion of the business, assets or properties

of, or any equity interest in, the Acquired Companies or (iv) similar business combination transaction (in each case, whether in

one transaction or a series of related transactions by operation of law or otherwise) (in each case of clauses (i) – (iv), a “Competing

Transaction”), nor participate in any or continue any ongoing discussions or negotiations regarding, or furnish to any other

Person any information with respect to, or otherwise cooperate in any way with, or knowingly assist or participate in, or

knowingly facilitate or encourage, any effort or attempt by any

Person to pursue or effect a Competing Transaction or enter into any agreement, arrangement, understanding, letter of intent, term sheet,

agreement in principle or similar instrument or arrangement with respect to a Competing Transaction. Holder Representative shall, and

the Maverick TopCos shall, and shall instruct all Representatives acting on its and its Affiliates’ behalf to, immediately cease

any existing activities, discussions and negotiations with any Persons (other than Parent and its Representatives) with respect to any

Competing Transaction. As soon as reasonably practicable after the date hereof, the Maverick TopCos shall instruct each Person (other

than Parent, New Slider HoldCo and the Merger Subs and their representatives) in possession of confidential information about the Maverick

TopCos that was furnished pursuant to a confidentiality agreement within the prior twelve (12) months in connection with any actual or

potential proposal by such Person to acquire all or a significant portion of the equity interests or a majority of the consolidated assets

of the Maverick TopCos to promptly return or destroy all such information, subject to the terms of such confidentiality agreement.

Section 5.5

Efforts.

(a)

Subject to the terms and conditions hereof, each party hereto shall use its reasonable best efforts to take, or cause to be taken,

all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to consummate and

make effective the transactions contemplated hereby as promptly as practicable, including using its reasonable best efforts to obtain

or make all necessary or appropriate filings required under applicable Law and to lift any injunction or other legal bar to the consummation

of the Transactions as promptly as practicable after the date of this Agreement.

(b)

Following the date of this Agreement, during the Interim Period, the Maverick TopCos shall use their respective commercially reasonable

efforts to obtain any consents required pursuant to the Maverick Material Contracts identified on Section 5.5(b) of the Maverick

Disclosure Letter in connection with the consummation of the transactions contemplated by this Agreement, and Parent shall use its commercially

reasonable efforts to cooperate with the Maverick TopCos in such efforts. Notwithstanding anything to the contrary in this Agreement,

nothing in herein shall obligate or be construed to obligate the Maverick TopCos or any of their Subsidiaries or Affiliates to (i) make,

or to cause to be made, any payment to any third party in order to obtain the consent or approval of such third party under any Maverick

Material Contract or otherwise, (ii) amend, supplement or otherwise modify any such Maverick Material Contract, or (iii) otherwise make

any accommodation or provide any benefit to the counterparty to such Maverick Material Contract (it being understood and agreed that no

breach of this Section 5.5(b) shall have any effect on, or be considered with respect to, whether the condition set forth

in Section 6.2 has been satisfied).

(c)

Each of the Maverick TopCos and Parent will, at the time determined by the Parent (but in any event no later than twenty (20) Business

Days from the date of this Agreement), file with the United States Federal Trade Commission (the “FTC”) and the Antitrust

Division of the United States Department of Justice (the “DOJ”) the notification and report forms required for the

transactions contemplated hereby, and subsequent to such filings, Parent and the Maverick TopCos will provide any supplemental information

or documents that may be requested in connection therewith pursuant to the HSR Act, which notification and report forms

and supplemental

information will comply in all material respects with the requirements of the HSR Act. Each of Parent and the Maverick TopCos will promptly

furnish to the other (x) all necessary information as the other may reasonably request in connection with the preparation of any filing

or submission pursuant to the HSR Act and (y) copies of all written communications (and memoranda setting forth the substance of any

oral communication) with any Governmental Authority in connection with the transactions contemplated by this Agreement,

and shall further provide the other party with a reasonable advance opportunity

to review and comment upon and consider in good faith the views of the other in connection with all written communications (including

any advocacy, analyses, presentations, memoranda, briefs, arguments, opinions and proposals made or submitted by or on behalf of a party)

with a Governmental Authority in connection with the Transactions and regarding the Competition Laws; provided, however,

that Parent or the Maverick TopCos may redact discussions of the transaction value and reasonably designate applicable materials as for

review by the other’s outside counsel only. Parent and the Maverick TopCos will consult with one another prior to any communications

or meetings, whether by telephone, videoconference or in person, with the staff of a Governmental Authority in connection with the transactions

contemplated by this Agreement, and Parent and the Maverick TopCos will have the right to have a representative present at any such meeting

to the extent permitted by such Governmental Authority and reasonably practicable. Notwithstanding anything to the contrary herein, Parent

shall, subject to this Section 5.5, have control and lead (subject to consultation with the Maverick TopCos in good faith)

all communications, negotiations, timing decisions, and strategy on behalf of the parties relating to any necessary clearance, consents,

approvals, or waiting period expirations or terminations pursuant to any Competition Laws and any litigation matters pertaining to Competition

Laws, including taking the lead in connection with any filings, submissions and communications with or to any Governmental Authority

in connection therewith; provided, however, that no party shall stay, toll, or extend any applicable waiting period under

the HSR Act (other than pulling and refiling a notification and report form once) or any other applicable Competition Law or enter into

a timing agreement (or any other agreement not to consummate the transactions contemplated hereby) with any Governmental Authority without

consulting with and obtaining the prior written consent (email being sufficient, and which consent shall not be unreasonably withheld,

conditioned, or delayed) of the other parties hereto.

(d)

The parties shall (i) respond as promptly as practicable (after consultation with the other party) to any inquiries or requests

for documentation or information or any request for additional information or documentary material pursuant to the HSR Act received from

the FTC or the DOJ and to all inquiries and requests received from any other Governmental Authority in connection with Competition Law

matters, and (ii) use their reasonable best efforts to resolve objections, if any, as may be asserted by any Governmental Authority with

respect to the transactions contemplated by this Agreement under any Competition Laws and to cause any applicable waiting periods, approvals

or other requirements under the HSR Act and all other Competition Laws to terminate or expire or be obtained as promptly as possible,

and in any event prior to the Termination Date, in each case subject to the limitations set forth in this Section 5.5.

(e)

Without limiting the generality of the foregoing, in connection with the efforts referenced in this Section 5.5, each

party to this Agreement shall: (i) cooperate fully with the other parties hereto, shall execute and deliver such further documents, certificates,

agreements and instruments and shall take such other actions as may be reasonably requested by

any other

party hereto to evidence or reflect the Mergers (including the execution and delivery of all documents, certificates, agreements and

instruments reasonably necessary for all filings hereunder); (ii) use reasonable best efforts to give all notices (if any) required to

be made and given by such party to any Governmental Authority in connection with the Mergers and the other transactions contemplated

by this Agreement; (iii) use reasonable best efforts to obtain each approval, consent, ratification, permission, expiration or termination

of any waiting period, waiver or authorization required to be obtained by such party in connection with the Mergers or any of the other

transactions contemplated by this Agreement; and (iv) use reasonable best efforts to contest and lift any restraint, injunction or other

legal bar to the Mergers. Parent and the Maverick TopCos acknowledge and agree that their obligation to use reasonable best efforts includes

(A) negotiating, committing to and effecting by consent decree, hold separate orders, or otherwise, the sale, divestiture, hold separate,

license or other disposition of any assets, products, product lines, properties or services or businesses of Parent or the Acquired Companies

necessary to eliminate each and every impediment to close the transactions contemplated hereby as promptly as possible, and in any event

prior to the Termination Date or (B) negotiating, committing to and effecting (by consent decree, hold separate order or otherwise) any

limitation on Parent’s or the Acquired Companies’ freedom of action with respect to, and otherwise proposing, proffering

and agreeing to any other requirement, obligation, condition, limitation or restriction on, any of the businesses, product lines or assets

of any Acquired Company (such actions, the “Remedy Actions”); provided, however, that notwithstanding

anything in this Agreement to the contrary neither Parent, nor any Merger Sub nor any of their Affiliates shall be required to proffer,

offer, commit to, consent to or agree to or effect any Remedy Action with respect to (x) any assets, products, product lines, properties,

services or businesses or portions thereof of Parent or any of its Subsidiaries prior to the Closing (other than the businesses or assets

of Parent and its Subsidiaries set forth on Section 5.5(e)(x)

of the Maverick Disclosure Letter) or (y) any assets, products, product lines, properties, services or businesses or portions thereof

of the Acquired Companies if, in the case of this clause (y), any such Remedy Action would, individually or in the aggregate, reasonably

be expected to result in a Burdensome Condition. For the purposes of this Agreement, “Burdensome Condition” has the

meaning set forth in Section 5.5(e) of the Maverick Disclosure Letter. If requested by Parent, the Maverick TopCos will agree (and

will cause their respective Subsidiaries to agree) to any action contemplated by this Section 5.5, provided that

any such agreement or action is conditioned on the consummation of the Mergers. The foregoing agreement in this section is made solely

to facilitate the closing of the Mergers and does not constitute a representation or admission that the Mergers, if consummated without

any modification, would violate any Competition Laws or that agreeing to the divestitures, hold separate conditions or other restrictions

permitted herein or suggested by any Person or authority acting under any Competition Law would not be harmful to the parties.

(f)

Parent’s and the Maverick TopCos’ obligations under this Section 5.5 shall include the obligation to cooperate

and use their respective reasonable best efforts to defend any actions, whether judicial or administrative, challenging the consummation

of the Mergers or the other Transactions, including any Litigation under the HSR Act or pursuant to federal or state antitrust laws, whether

by a Governmental Authority or a private party. The parties shall take reasonable efforts to share information protected from disclosure

under the attorney-client privilege, work product doctrine, joint defense privilege or any other privilege pursuant to this section so

as to preserve any applicable privilege.

(g)

Without limiting the foregoing, during the period from the date hereof until the earlier of the termination of this Agreement

in accordance with its terms and the Parent Merger Effective Time, Parent shall not (and shall cause its Affiliates not to) merge or consolidate

with any other Person or acquire any stock or assets of any other Person or effect any business combination, recapitalization or other

transaction (other than the Mergers) or agree or propose to do any of the foregoing if such action would reasonably be expected to (i)

materially delay or prevent the satisfaction of the conditions set forth in Section 6.3 or Section 7.3 or (ii)

materially increase the risk of any Governmental Authority entering, or materially increase the risk of not being able to remove or successfully

challenge, any permanent, preliminary or temporary injunction or other order, decree, decision, determination or judgment that would materially

delay, restrain, prevent, enjoin or otherwise prohibit consummation of the Mergers and the other transactions contemplated by this Agreement.

Section 5.6

Certain Tax Matters.

(a)

Intended Tax Treatment.

(i)

For U.S. federal income Tax purposes and applicable state and local income Tax purposes, it is intended that (i) the Parent Merger

will qualify as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated

thereunder, (ii) the Parent Merger and OpCo Merger will together qualify as a transaction described in Section 351(a) of the Code, (iii)

the PropCo Merger will be treated as a sale of the Class A Maverick PropCo Interests in a transaction described in Section 741 of the

Code, (iv) the tax year of Maverick PropCo will not close as a result of the PropCo Merger and (v) Maverick PropCo will not terminate

pursuant to Section 708 of the Code ((i) through (v), the “Intended Tax Treatment”). Neither Holder Representative

nor the Parent Parties (or their Affiliates) shall take any position (whether in audits, on Tax Returns or otherwise) that is inconsistent

with the Intended Tax Treatment, except to the extent otherwise required pursuant to a “determination” within the meaning

of Section 1313(a) of the Code (or any similar provision of applicable Tax Law).

(ii)

This Agreement shall constitute, and is hereby adopted as, a “plan of reorganization” within the meaning of Treasury

Regulations Sections 1.368-2(g) and 1.368-3(a) with respect to the Parent Merger.

(iii)

Neither the Parent Parties nor the Acquired Companies shall, nor shall they permit their respective Subsidiaries to, take any action

that would prevent or impede, or could reasonably be expected to prevent or impede, the Parent Merger from qualifying as a “reorganization”

within the meaning of Section 368(a) of the Code, or the Parent Merger and the OpCo Merger from together qualifying as a transaction described

in Section 351(a) of the Code, and each of the Parent Parties and the Acquired Companies shall, and shall cause their respective Subsidiaries

to, use its reasonable best efforts to cause the Parent Merger and the OpCo Merger to so qualify.

(iv)

Each of the parties shall reasonably cooperate and use its reasonable best efforts in connection with the issuance of any tax opinions,

including the Maverick Tax Opinion and the Slider Tax Opinion, by their respective tax counsel in connection

with

(A) the consummation of the Parent Merger and the OpCo Merger and (B) the preparation, filing, and delivery of the Form S-4 (if required),

in each case (as applicable) with respect to the qualification of the Parent Merger as a “reorganization” within the meaning

of Section 368(a) of the Code and the Parent Merger and the OpCo Merger, taken together, as a transaction described in Section 351(a)

of the Code. In connection with the issuance of any such tax opinion(s) by either party’s tax counsel, (i) Maverick OpCo shall,

if requested, use reasonable best efforts to deliver to the relevant counsel one or more duly authorized and executed officer’s

certificates, dated as of the Closing Date, and/or such other dates as may be reasonably necessary in connection with the preparation,

filing and delivery of the Form S-4 (if required), containing such customary representations as shall be reasonably necessary or appropriate

to enable such counsel to render such opinion(s), and (ii) Parent and New Slider HoldCo shall, if requested, use reasonable best efforts

to deliver to the relevant counsel one or more duly authorized and executed officer’s certificates, dated as of the Closing Date

and/or such other dates as may be reasonably necessary in connection with the preparation, filing and delivery of the Form S-4 (if required),

containing such customary representations as shall be reasonably necessary or appropriate to enable such counsel to render such opinion(s),

and Parent, New Slider HoldCo and Maverick OpCo shall provide such other information as reasonably requested by the relevant counsel

for purposes of rendering such tax opinion(s).

(b)

Maverick PropCo Closing of the Books. The parties shall give effect to the PropCo Merger and the conversion of the Class

A Maverick PropCo Interests to the Maverick PropCo Merger Consideration pursuant to this Agreement as the Closing Date and shall cause

Maverick PropCo (and any of Maverick PropCo’s Subsidiaries that are treated as a partnership for U.S. federal income tax purposes)

to allocate all items of income, gain, loss deduction and credit for the taxable year of such Acquired Company in which the Closing Date

occurs to its applicable members in accordance with Section 706 of the Code based on an interim closing of the books as of the close of

business on the Closing Date.

(c)

Tax Returns.

(i)

The Maverick TopCos shall prepare, or cause to be prepared, and file or cause to be filed all Tax Returns of the Acquired Companies

that are due on or prior to the Closing Date. All such Tax Returns shall be prepared and filed in accordance with the past practice of

the relevant Acquired Companies, except to the extent otherwise required by applicable Law (determined at a “more-likely-than-not”

or higher level of comfort). The Maverick TopCos shall deliver (or cause to be delivered) such Tax Returns (other than any Pass-Through

Tax Returns) to Parent not later than thirty (30) days prior to the due date (taking into account any validly obtained extensions) of

such Tax Returns for Parent’s review and comment and shall incorporate any reasonable comments provided by Parent; provided,

it is agreed that any comment provided by Parent that is inconsistent with the past practice of the relevant Acquired Company (except

to the extent such past practice is not supported by applicable Law at a “more-likely-than-not” or higher level of comfort)

shall not be deemed reasonable for this purpose.

(ii)

Holder Representative shall cause to be prepared, at the Class A Maverick PropCo Holders’ expense, all Pass-Through Tax Returns

that relate solely to taxable periods ending on or prior to the Closing Date or the day after the Closing Date that are due after

the Closing

Date (taking into account applicable extensions) (the “Holder Returns”). New Slider HoldCo shall prepare or cause

to be prepared, all Pass-Through Tax Returns that relate to a Pre-Closing Tax Period or Straddle Period other than any Holder Returns

that are due after the Closing Date (taking into account applicable extensions) (the “Parent Returns”, and together

with the Holder Returns, the “Pre-Closing Returns”). All Pre-Closing Returns shall be prepared and filed in accordance

with the past practice of Maverick PropCo, the Intended Tax Treatment and the Final Allocation, except to the extent otherwise required

by applicable Law (determined at a “more-likely-than-not” or higher level of comfort) or as expressly provided herein. The

party required to prepare any Pre-Closing Returns pursuant to this Section 5.6(c)(ii) (the “Preparing Party”)

shall deliver (or cause to be delivered) such Pre-Closing Returns to the other party (the “Reviewing Party”) not later

than thirty (30) days prior to the due date (taking into account any validly obtained extensions) of such Pre-Closing Return for the

Reviewing Party’s review and comment and shall (x) with respect to the portion of any Parent Return that relates to a Pre-Closing

Tax Period, incorporate any reasonable comments provided by Holder Representative or (y) with respect to any other Pre-Closing Tax Return,

consider in good faith reasonable comments provided by such Reviewing Party. Parent and Holder Representative shall use good faith efforts

to resolve any dispute regarding the preparation of any Pre-Closing Returns.

(iii)

Notwithstanding anything in this Agreement to the contrary, no PTET Election shall be made with respect to any Pass-Through Tax

Return for any Pre-Closing Tax Period or Straddle Period, except to the extent any Taxes of the Acquired Companies as a result of such

PTET Election (to the extent such Taxes remain unpaid as of the Closing Date) are included in the Tax Liability Amount.

(d)

Post-Closing Actions. From and after the Closing, except (A) as expressly contemplated by this Agreement, (B) as required

by a change in applicable Law, or as a result of a Tax Proceeding, (C) with respect to any changes in tax accounting methods that are

reasonably necessary as a result of the Transactions or (D) with the express written consent of Holder Representative (such consent not

to be unreasonably withheld, conditioned, or delayed), neither New Slider HoldCo nor any of its Affiliates (including the Acquired Companies

following the Closing) shall, with respect to Maverick PropCo, (i) take any action on the Closing Date after the Closing other than in

the ordinary course of business and as expressly contemplated by this Agreement, (ii) amend any Pass-Through Tax Return with respect to

a Pre-Closing Tax Period or Straddle Period, (iii) make, change or revoke any Tax election relating to income Taxes with respect to a

Pass-Through Tax Return that has retroactive effect to a Pre-Closing Tax Period, (iv) extend or waive, or cause to be extended or waived,

any statutory period of limitations or other period for the assessment of any Tax or deficiency related to a Pre-Closing Tax Period in

respect of Pass-Through Tax Returns (other than with respect to automatic extensions reasonably made in the ordinary course of business),

or (v) engage in any voluntary disclosure or similar process with any Taxing Authority with respect to Taxes attributable to a Pre-Closing

Tax Period or Straddle Period, in each case of clauses (i) through (v) to the extent doing so could reasonably be expected to result in

increased Taxes to the Class A Maverick PropCo Holders. From and after the Closing until the later of (i) thirty (30) days following the

Closing and (ii) the earlier of (A) the first day of the taxable year of Maverick PropCo following the taxable year in which the Closing

occurs and (B) and first day of the taxable year of New Slider HoldCo following the taxable year in which the Closing occurs, New Slider

HoldCo shall, and shall cause its Affiliates

to, maintain

the classification of Maverick PropCo as a partnership for U.S. federal, and applicable state and local, income Tax purposes.

(e)

Tax Proceedings. After the Closing Date, if New Slider HoldCo or any of its Affiliates receives notice of a Tax Proceeding

with respect to any Pass-Through Tax Return for any Pre-Closing Tax Period (a “Pre-Closing Audit”), New Slider HoldCo

shall promptly notify Holder Representative of such Pre-Closing Audit. Holder Representative shall, at their own expense, have the right

to control any Pre-Closing Audit (including any disposition thereof) that relates solely to taxable periods ending on or prior to the

Closing Date; provided, that if such Pre-Closing Audit would reasonably be expected to have an adverse impact on the liability for Taxes

of New Slider HoldCo (or any of its Affiliates) or the Surviving PropCo Company, Holder Representative (i) shall diligently pursue such

Pre-Closing Audit in good faith as if it were the sole party in interest, (ii) shall permit New Slider HoldCo to, at its own expense,

fully participate in such Holder Audit and, (iii) shall not settle or compromise such Pre-Closing Audit without New Slider HoldCo’s

prior written consent (not to be unreasonably withheld, conditioned or delayed). If Holder Representative does not elect to control any

such Pre-Closing Audit within a reasonable period following the receipt by Holder Representative of notice of such Pre-Closing Audit,

or in the case of a Pre-Closing Audit that does not relate solely to a taxable period ending on or prior to the Closing Date, New Slider

HoldCo shall control any such Pre-Closing Audit; provided, that to the extent such Pre-Closing Audit could reasonably be expected

to result in increased Taxes to the Class A Maverick PropCo Holders, New Slider HoldCo (i) shall diligently pursue such Pre-Closing Audit

in good faith as if it were the sole party in interest, (ii) shall permit Holder Representative to, at its own expense, fully participate

in such Pre-Closing Audit and, (iii) shall not settle or compromise such Pre-Closing Audit without Holder Representative’s prior

written consent (not to be unreasonably withheld, conditioned or delayed). The parties shall reasonably cooperate to make any election

under Section 6226(a) of the Code (or similar provisions of state and local Law) that is available with respect to any Pre-Closing Tax

Period.

(f)

Cooperation. Parent and its Affiliates (including Maverick PropCo and Maverick OpCo following the Closing) and Holder Representative

shall cooperate as and to the extent reasonably requested by the other party in connection with (i) the preparation and filing of Tax

Returns, (ii) determining a Liability for Taxes or a right to refund of Taxes, and (iii) the conduct of any Tax Proceedings, in each case

of or with respect to the Acquired Companies or in connection with the transactions contemplated by this Agreement. Such cooperation shall

include the retention and (upon request) the provision of records and information that are reasonably relevant to any such Tax Return

or Tax Proceeding and making employees available on a mutually convenient basis to provide additional information and explanation of any

material provided hereunder. Notwithstanding anything in this Agreement to the contrary, Holder Representative and its Affiliates shall

comply with the covenant contained in Section 5.6(f) of the Maverick Disclosure Letter.

(g)

PropCo Tax Allocations. The parties agree to allocate the Maverick PropCo Cash Consideration (and all other relevant items,

including Maverick PropCo’s liabilities, that are properly taken into account in determining recognized gain for U.S. federal income

tax purposes) (the “Maverick PropCo Tax Consideration”) among the assets of Maverick PropCo and any of Maverick PropCo’s

Subsidiaries that is treated as (i) a disregarded entity for U.S. federal income tax purposes or (ii) a partnership for U.S. federal income

tax purposes that

has a

Section 754 election in effect for the taxable year that includes the Closing Date, in accordance with Sections 751, 755 and 1060 of

the Code (and any similar provision of state, local, or non-U.S. Law, as appropriate) (the “Allocations”). Maverick

PropCo shall prepare a first draft of the Allocations and such draft Allocations shall be delivered by Maverick PropCo to Holder Representative

within thirty (30) days after the Maverick PropCo Merger Consideration has been finally determined pursuant to Section 2.12.

Holder Representative will propose to Maverick PropCo any changes to such Allocations in writing within thirty (30) days after the date

of delivery of such draft Allocations to Holder Representative in accordance with the preceding sentence, and the parties will use commercially

reasonable efforts to agree upon a final binding Allocations within thirty (30) days after the date of any requested changes by Holder

Representative. In the event that the parties cannot agree on any disputed items or amounts in order to determine the allocation of the

applicable Maverick PropCo Tax Consideration, following such thirty (30)-day period, Holder Representative and Maverick PropCo will select

an independent accounting or financial consulting firm of recognized national standing who shall act as an expert and not an arbiter,

to resolve such dispute and shall adjust the Allocations in accordance with such resolution (as so adjusted or otherwise mutually agreed

upon by the parties hereto under this Section 5.6(g), the “Final Allocation”). All fees and expenses relating

to the work, if any, to be performed by such accounting or financial consulting firm shall be borne equally by the parties. To the extent

any amounts treated as Maverick PropCo Tax Consideration are payable under this Agreement after the Final Allocation has been determined,

the Final Allocation shall be revised by the parties in a manner consistent with the Final Allocation. New Slider HoldCo, Maverick PropCo,

the Maverick PropCo Holders, and their respective Affiliates shall report and file Tax Returns (including, to the extent applicable,

Internal Revenue Service Form 8594 or 8308, as applicable), consistent with the Final Allocation; provided, however, that

neither party shall be unreasonably impeded in its ability and discretion to negotiate, compromise and/or settle any Tax audit, claim

or similar proceedings in connection with the Final Allocation.

(h)

754 Election. The parties agree that Maverick PropCo (and any of Maverick PropCo’s Subsidiaries that are treated as

a partnership for U.S. federal income tax purposes) shall have a valid election under Section 754 of the Code in effect for the taxable

year of Maverick PropCo (or such Subsidiary) that includes the Closing Date.

(i)

Straddle Periods. For purposes of this Agreement, in the case of any Tax imposed on any Acquired Company with respect to

a Straddle Period, the portion of such Tax that is allocable to the portion of such Straddle Period ending on the Closing Date shall be

(i) in the case of any ad valorem, property or other similar Taxes imposed on a periodic basis, be deemed to be the amount of such Tax

for the entire Straddle Period multiplied by a fraction, the numerator of which is the number of days in the portion of such Straddle

Period ending on the Closing Date and the denominator of which is the number of days in the entire Straddle Period, and (ii) in the case

of any income Taxes and Taxes based on receipts, sales or payments and other Taxes that are transactionally based or otherwise not described

in clause (i), be determined based on an interim closing of the books as of the end of the Closing Date and in the case of any such Taxes

attributable to an equity interest in any partnership, or other “flowthrough” entity or a “controlled foreign corporation”

(as defined in Section 957 of the Code), as if the taxable period of such partnership, other “flowthrough” entity or “controlled

foreign corporation” ended as of the end of the day on the Closing Date; provided, that all permitted allowances, credits,

exemptions and deductions that are normally computed on the basis of an entire year period

(such

as depreciation and amortization deductions) shall accrue on a daily basis and shall be allocated between the portion of such Straddle

Period ending on the Closing Date and the portion of such Straddle Period beginning after the Closing Date in proportion to the number

of days in each such period.

(j)

Tax Sharing Agreements. All Tax sharing agreements or similar agreements to which any Acquired Company, on the one hand,

and any of the Maverick Opco Holders, the Class A Maverick PropCo Holders or any of their respective Affiliates, on the other hand, are

parties (other than any commercial agreements the principal purpose of which is not Taxes) shall be terminated as of the Closing, and,

after the Closing, such parties shall not be bound thereby or have any rights or liability thereunder.

Section 5.7

Maintenance of Insurance. The Acquired Companies shall use commercially reasonable efforts to continue to carry their existing

insurance through the Closing in all material respects.

Section 5.8

Employment Matters.

(a)

Compensation and Benefits. Until the twelve (12)-month anniversary of the Closing, Parent shall provide each employee of

the Acquired Companies as of the Closing, for so long as they remain employed with Parent or any of its Affiliates (including the Surviving

PropCo Company and the Surviving OpCo Company) after the Closing (any such employee, a “Continuing Employee”) with:

(i) an annual rate of base salary or hourly wages, as applicable, that is the same as the annual rate of base salary or hourly wages,

as applicable provided to such Continuing Employee immediately prior to the Closing; (ii) annual target cash bonus opportunities (excluding

any long-term incentive opportunities) that are at least equal to the annual target cash bonus opportunities provided by the Maverick

TopCos and their Subsidiaries to each such Continuing Employee immediately prior to the Closing; and (iii) employee benefits (excluding

any defined benefit pension, equity or equity-based compensation arrangements and any sale, retention or change in control payments) that

are no less favorable in the aggregate than the employee benefits (excluding any defined benefit pension, equity or equity-based compensation

arrangements and any sale, retention or change in control payments) provided by the Maverick TopCos and their Subsidiaries to each such

Continuing Employee immediately prior to the Closing.

(b)

Recognition of Service; Pre-existing Conditions. Parent shall take into account periods of employment with the Acquired

Companies or any of their current or former Affiliates, to the extent previously recognized under any analogous Benefit Plan of either

Maverick TopCo and its Affiliates, for all purposes, including, as applicable, eligibility for participation, vesting, level of benefits,

and benefit accrual of any Continuing Employee under the corresponding employee benefit plan offered by Parent or an Affiliate of Parent

to the Continuing Employees, including vacation plans or arrangements, defined contribution, and any severance and welfare plans; provided,

however, that Parent and its Affiliates shall not be required to recognize such service (w) for purposes of determining whether

recipients of Parent equity awards granted under the Parent Retention Program are retirement eligible for purposes of such retention awards,

(x) for purposes of benefit accrual under defined benefit pension plans, (y) for purposes of plans which are frozen to new participants,

or (z) to the extent such credit

would

result in duplication of benefits. Additionally, Parent shall (i) waive any limitation on health insurance coverage of the Continuing

Employees and their eligible dependents due to pre-existing conditions under all applicable medical plans of Parent or an Affiliate of

Parent to the extent such condition was satisfied or waived under the comparable Benefit Plan prior to the Closing Date, but unless otherwise

required by applicable Law, only to the extent recognized by the Acquired Companies prior to the Closing Date and (ii) credit all Continuing

Employees and their eligible dependents with all payments credited against out-of-pocket maximums and deductible payments and co-payments

paid by such Person, in each case, under the comparable Benefit Plan prior to the Closing Date during the plan year in which the Closing

Date occurs for the purpose of determining the extent to which any such Person has satisfied his or her deductible and whether he or

she has reached the out-of-pocket maximum under any health insurance plans of Parent or an Affiliate of Parent for such year.

(c)

From and after the Closing Date, (i) Parent shall retain any right it would have otherwise had to amend, modify or terminate, and

nothing in this Agreement shall prohibit Parent or any of its Affiliates from amending, modifying or terminating, any or all compensation

or benefit plans, programs, policies, practices, agreements and arrangements sponsored or maintained by Parent and its Affiliates (including,

for the avoidance of doubt, the Acquired Companies), including each Benefit Plan and (ii) nothing in this Agreement shall require Parent

or any of its Affiliates to continue any particular compensation or benefit plan, program, policy, practice, agreement or arrangement.

(d)

EAUs. The parties agree that the Maverick TopCos may make payments in respect of the EAUs and settle and terminate the EAU

agreements prior to or at the Closing.

(e)

Union Matters. Notwithstanding the foregoing, with respect to any employee of the Acquired Companies who is covered by a

collective bargaining agreement as of the Closing Date (“Union Employee”), Parent shall, or cause its Affiliates (including,

for the avoidance of doubt, the Acquired Companies) to, provide for compensation and benefits no less than as are required to be provided

to such Union Employee pursuant to the terms of any applicable collective bargaining agreement. Following the date of this Agreement and

following reasonable and good faith consultation with Parent, the Acquired Companies shall carry out applicable notifications to, and,

subject to Section 5.2(c), consultations, discussions or negotiations with, applicable unions, works councils or other employee

representative groups in connection with the transactions contemplated by this Agreement, in each case to the extent required by applicable

Law or the terms of the applicable collective bargaining agreement.

(f)

If requested by Parent in writing delivered to Holder Representative not less than ten (10) Business Days prior to the Closing

Date, the Maverick TopCos shall take any actions necessary to terminate the Maverick TopCos’ 401(k) Plan (the “401(k) Plan”),

with such termination to be effective immediately as of the day prior to the Closing Date and contingent upon the occurrence of the Parent

Merger Effective Time, and shall provide Parent with the form and substance of resolutions effectuating the termination for reasonable

review and comment by Parent. To the extent the 401(k) Plan is terminated pursuant to Parent’s request, Continuing Employees shall

be eligible to participate in a 401(k) plan maintained by Parent or any of its Subsidiaries as soon as reasonably practicable following

the Closing Date, and shall be entitled to effect a direct rollover of any eligible rollover distributions (as defined in Section 402(c)(4)

the Code),

including any outstanding loans, to such 401(k) plan maintained by Parent or its Subsidiaries.

(g)

Third Party Beneficiaries. Nothing in this Section 5.8 shall (i) be treated as an amendment of, or undertaking

to amend, any employee benefit plan or (ii) prohibit Parent or any of its Affiliates from amending or terminating any employee benefit

plan or from terminating the employment of any Continuing Employee or Union Employee. The provisions of this Section 5.8 are

solely for the benefit of the respective parties to this Agreement and nothing in this Section 5.8, express or implied, shall

confer upon any Continuing Employee or Union Employee, or legal representative, labor representative or beneficiary thereof or other Person,

any rights or remedies, including any right to employment or continued employment for any specified period, or compensation or benefits

of any nature or kind whatsoever under this Agreement or a right of any employee or beneficiary of such employee or other Person under

an employee benefit plan that such employee or beneficiary or other Person would not otherwise have under the terms of that employee benefit

plan without regard to this Agreement.

Section 5.9

Section 280G. No later than three (3) Business Days prior to the Closing Date, the Maverick TopCos shall have submitted

to a vote of the shareholders of the Maverick TopCos for their determination all payments or benefits that in the absence of such a vote

would reasonably be viewed as “parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder),

made to any individuals that are “disqualified individuals” (within the meaning of Section 280G(c) of the Code and the regulations

thereunder) and who have waived such payments and benefits in the event such vote is not obtained in accordance with Treas. Reg. Section

1.280G-1 Q/A-7; provided that in no event shall this Section 5.9 be construed to require the Acquired Companies to actually

obtain shareholder approval. Such shareholder vote shall be carried out pursuant to the procedures and requirements of Section 280G(b)(5)(B)

of the Code and the regulations thereunder, and at least five (5) Business Days prior to the date the Maverick TopCos submit all relevant

arrangements for such shareholder approval, Holder Representative shall provide Parent, for its review and reasonable comment, a copy

of the documentation proposed to be submitted (including any waivers necessary to validly hold the vote referenced above, the “Waived

Benefits”) and the calculations prepared under Section 280G of the Code, upon which the shareholder vote is being sought. Each

disqualified individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the

holders of Maverick OpCo Common Stock in a manner that complies with Section 280G(b)(5)(B) of the Code. No later than one (1) Business

Day prior to the Closing, Holder Representative shall deliver to Parent (and Parent’s legal counsel) written certification that

either (A) the requisite vote was obtained with respect to the Waived Benefits (the “280G Approval”) or (B) the 280G

Approval was not obtained and, as a consequence, the Waived Benefits have not been and shall not be made or provided, and any previously

paid or provided Waived Benefits shall be returned or recovered.

Section 5.10

Public Announcements. The Maverick TopCos and Parent shall agree on a press release announcing the entering into of this

Agreement and the Transactions. Thereafter, each party hereto will, and will cause its Affiliates and Representatives to, consult with

the other party before issuing, and give each other a reasonable opportunity to review and comment upon, any other press release or public

communication or otherwise making any public statements or disclosures with respect to the transactions contemplated by this Agreement,

including the terms

100

hereof, and each party shall not, and shall cause their respective

Representatives not to, without the prior written consent of the other party (which consent will not be unreasonably withheld, delayed

or conditioned) issue any such press release or make any such public statement with respect to the transactions contemplated by this Agreement;

provided, however, that nothing herein will prohibit any party from issuing or causing publication of any press release,

public announcement or public statement (a) solely to the extent that such disclosure is required by Law or Order or by the rules of any

relevant securities exchange, upon advice of outside counsel, in which case the party seeking to issue or cause the publication of any

press release or other public announcement will, if permitted by Law, use reasonable best efforts to allow the other parties reasonable

time to comment on such release or announcement in advance of its issuance or publication or (b) if the press release, public announcement

or statement contains only information that is consistent with any press release, public announcement or statement previously issued or

made in accordance with this Section 5.10 and do not reference any of the direct or indirect equityholders of the Acquired

Companies in a manner that is inconsistent with previous references approved pursuant to this Section 5.10 and does not identify

any such Persons by name. Parent or its Affiliates may, at any time, (x) respond to questions or provide a summary or update relating

to, or discuss the benefits of, the transactions contemplated by this Agreement in calls or meetings with Parent or its Affiliates’

analysts, investors or attendees of any industry conference, and make other statements and disclosures in connection with its ordinary

investor relations and marketing activities, if such responses, summaries, updates or discussions are consistent with a press release,

public announcement or statement previously issued or made in accordance with this Section 5.10 and do not reference any of

the direct or indirect equityholders of the Acquired Companies in a manner that is inconsistent with previous references approved pursuant

to this Section 5.10 and does not identify any such Persons by name and (y) upon written notice to Holder Representative,

communicate with and disclose information to lenders or potential lenders of Parent or its Affiliates who have a reasonable need to know

the information or to whom there is an obligation to disclose such information and, in each case, who are bound by confidentiality obligations

to Parent with respect to such information.

Section 5.11

Indemnification of Directors and Officers.

(a)

Without limiting any additional rights that any Person may have under any agreement or Benefit Plan, from and after the Parent

Merger Effective Time, New Slider HoldCo and Parent shall cause the Surviving OpCo Company and the Surviving PropCo Company to, as applicable,

severally, and not jointly, indemnify and hold harmless all past and present employees, agents, managers, officers and directors of Maverick

OpCo and its Subsidiaries (in the case of the Surviving OpCo Company) and Maverick PropCo and its Subsidiaries (in the case of the Surviving

PropCo Company) (the “Indemnified Parties”) to the fullest extent permitted by Law against any and all losses, claims,

damages, liabilities, fees, expenses, judgments or fines incurred by such Indemnified Party as an employee, agent, manager, officer or

director of Maverick OpCo or its Subsidiaries (in the case of the Surviving OpCo Company), or Maverick PropCo or its Subsidiaries (in

the case of the Surviving PropCo Company), in connection with any pending or threatened Litigation to the extent based on or arising out

of the fact that such Indemnified Party is or was an employee, agent, manager, officer or director of the applicable Acquired Company

at or prior to the Parent Merger Effective Time and pertaining to any and all matters pending, existing or occurring at or prior to the

Parent Merger Effective Time, whether

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asserted

or claimed at any point prior to, at or after the Parent Merger Effective Time, including any such matter arising under any claim with

respect to the transactions contemplated hereby, and New Slider HoldCo and Parent shall cause the Surviving OpCo Company and the Surviving

PropCo Company to, also advance expenses as incurred to the fullest extent permitted to do so under applicable Law or the Organizational

Documents of the applicable Acquired Company in effect as of the date of this Agreement; provided that any Person to whom

expenses are advanced provides an undertaking to repay such advances if it is ultimately determined by final adjudication that such Person

is not entitled to indemnification. Notwithstanding anything to the contrary in this Agreement, none of Parent, New Slider HoldCo, the

Surviving Maverick Companies nor any of their respective Affiliates will settle or otherwise compromise or consent to the entry of any

judgment with respect to, or otherwise seek the termination of, any Litigation for which indemnification may be sought by an Indemnified

Party pursuant to this Section 5.11 unless such settlement, compromise, consent or termination includes an unconditional

release of all Indemnified Parties from any and all liability arising out of such Litigation.

(b)

For a period of six (6) years following the Parent Merger Effective Time, Parent shall, and shall cause the Surviving PropCo Company,

the Surviving OpCo Company and their respective Subsidiaries to, cause (i) any rights to indemnification, advancement of expenses or exculpation

now existing in favor of the Indemnified Parties as provided in their respective organizational documents or indemnification agreements,

in effect as of the date of this Agreement and that have been made available to Parent prior to the date hereof, with respect to any matter

occurring at or prior to the Parent Merger Effective Time (including the Mergers) and (ii) any indemnification or other similar agreements

of Acquired Companies in effect as of the date of this Agreement that have been made available to Parent prior to the date hereof to survive

the Mergers and continue in full force and effect. During such period, Parent will not, and will not permit the Surviving Maverick Companies

or any of their Subsidiaries to, amend, repeal or modify any provision in the Surviving PropCo Company’s, Surviving OpCo Company’s

or any of their Subsidiaries’ Organizational Documents relating to the exculpation or indemnification of the Indemnified Parties

as in effect in the Maverick TopCos or any of their Subsidiaries’ Organizational Documents immediately prior to the Parent Merger

Effective Time. If the Surviving PropCo Company, the Surviving OpCo Company or any of their successors or assigns shall: (x) consolidate

with or merge into any other corporation or entity and shall not be the continuing or Surviving OpCo Company or entity of such consolidation

or merger; or (y) transfer all or substantially all of its properties and assets to any individual, corporation or other entity, then

and in each such case, to the extent necessary, proper provisions shall be made so that the successors and assigns of the Surviving PropCo

Company or Surviving OpCo Company, as applicable shall assume all of the obligations set forth in this Section 5.11.

(c)

Parent shall cause the Surviving PropCo Company or Surviving OpCo Company and their Subsidiaries to maintain in effect for six

(6) years from the Closing Date directors’ and officers’ liability insurance covering those Persons who are currently covered

by the Acquired Companies’ directors’ and officers’ liability insurance for events occurring at or prior to the Parent

Merger Effective Time (“D&O Insurance”) on terms not less favorable than such existing insurance coverage; provided

that the Surviving PropCo Company, the Surviving OpCo Company and their respective Subsidiaries shall not be required, and Parent shall

not be required to cause the Surviving PropCo Company, the Surviving OpCo Company and their respective Subsidiaries, to pay for the D&O

Insurance in an annual amount in excess of three

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hundred

percent (300%) of the annual premium currently paid as of the date hereof by the Acquired Companies for such insurance; provided,

further, that if the annual premiums of such insurance coverage exceed such amount, Parent or the Surviving PropCo Company or

the Surviving OpCo Company shall be obligated to obtain a policy with the greatest coverage available for a cost not exceeding such maximum

amount. The Acquired Companies shall cause to be put in place “tail” insurance policies (“Runoff D&O Insurance”),

the cost of which shall be borne equally by Parent, on the one hand, and the Maverick TopCos, on the other hand, with a claims reporting

or discovery period of at least six (6) years from the Parent Merger Effective Time from an insurance carrier with the same or better

credit rating as the Acquired Companies’ current insurance carrier with respect to directors’ and officers’ liability

insurance in an amount and scope at least as favorable in the aggregate as the Acquired Companies’ existing policies with respect

to matters, acts or omissions existing or occurring at or prior to the Parent Merger Effective Time; provided that payment for

such insurance coverage provided by such Runoff D&O Insurance shall not exceed three hundred percent (300%) of the current aggregate

annual premium currently paid as of the date hereof by the Acquired Companies for such insurance. If the cost of the Runoff D&O Insurance

would require an expenditure that exceeds such amount, Parent shall cause the Surviving PropCo Company or Surviving OpCo Company to,

obtain policies with the greatest coverage available for a cost not exceeding such maximum amount. Any such Runoff D&O Insurance

policies will satisfy Parent’s obligation under this Section 5.11(c) to provide D&O Insurance; provided

that in the event that any claim is brought under such D&O Insurance, the policy shall be maintained until final disposition thereof.

(d)

Nothing in this Agreement is intended to, shall be construed to or shall release, waive or impair any rights to directors’

and officers’ insurance claims under any policy that is or has been in existence with respect to the Maverick TopCos or any of their

Subsidiaries for any of their respective directors, officers or other employees, it being understood and agreed that the indemnification

provided for in this Section 5.11 is not prior to or in substitution for any such claims under such policies.

(e)

The provisions of this Section 5.11 shall survive consummation of the Mergers, and are intended to be for the benefit

of, and shall be enforceable by, each of Indemnified Parties and their respective heirs and legal representatives. The rights to indemnification

and advancement and the other rights provided for herein shall not be deemed exclusive of any other rights to which such a Person is entitled,

whether pursuant to applicable Law, contract or otherwise.

(f)

Unless required by applicable Law, this Section 5.11 may not be amended, altered or repealed after the Parent Merger

Effective Time in such a manner as to adversely affect the rights of any Indemnified Parties or any of their successors, assigns or heirs

without the prior written consent of the affected Indemnified Party.

Section 5.12

Termination of Affiliate Agreements. Effective upon the Parent Merger Effective Time, unless mutually agreed upon by the

parties, the Acquired Companies shall cause all Affiliate Agreements to be terminated, without any Liability to the Parent Parties, or

on or after the Closing, the Acquired Companies.

Section 5.13

Financing.

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(a)

Prior to the Closing, Parent will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable to (i) arrange, obtain

and consummate the Debt Financing on the terms and conditions contemplated by the Debt Commitment Letter (subject to replacement thereof

in accordance with this Section 5.13(a)), (ii) enter into definitive

written agreements with respect to the Debt Financing on terms and conditions contained in the Debt Commitment Letter (subject to replacement

thereof in accordance with this Section 5.13(a)) (including any “market flex” provisions applicable thereto) or,

in Parent’s sole discretion, on other terms and conditions than those contained in the Debt Commitment Letter (including any “market

flex” provisions applicable thereto), in each case, which such other terms and conditions shall not affect any Prohibited Financing

Amendment (as defined below) (with such agreements to be in effect no later than the Closing Date) (such definitive agreements governing

the Debt Financing, the “Debt Financing Agreements”), (iii) satisfy on a timely basis all obligations applicable to

Parent or the Merger Subs under the Debt Commitment Letter and the Debt Financing Agreements and consummate the Debt Financing no later

than at the Closing and (iv) enforce its rights under the Debt Commitment Letter. Without the prior written consent of Holder Representative,

Parent shall not permit any amendment, replacement or modification to be made to, or any waiver of any provision or remedy under, the

Debt Commitment Letter or the Debt Financing Agreements, if such amendment, replacement, modification or waiver (A) reduces the aggregate

amount of the Debt Financing below the amount, taking into account all other sources of proceeds readily available on the Closing Date,

necessary to fund the Required Funding Amount; (B) imposes new or additional conditions, or expands or adversely amends or modifies

any of the existing conditions, to the receipt of the Debt Financing; (C) would reasonably be expected to: (I) prevent or materially delay

the Closing or (II) make the timely funding of the Debt Financing or satisfaction of the conditions to obtaining the Debt Financing on

or prior to the Closing Date less likely to occur; or (D) materially adversely impacts the ability of Parent and the Merger Subs to enforce

their respective rights against the Debt Financing Sources or any other parties to the Debt Commitment Letter or the Debt Financing Agreements

(the limitations set forth in clauses (A) through (D), collectively, the “Prohibited Financing Amendments”). In the

event that any portion of the Debt Financing becomes unavailable to Parent or the Merger Subs in the manner or from the sources set forth

in the Debt Commitment Letter, Parent will promptly notify Holder Representative and will use its reasonable best efforts to obtain alternative

financing on terms and conditions no less favorable to Parent and the Merger Subs, taken as a whole, than the terms and conditions as

set forth in the Debt Commitment Letter (including any “market flex” provisions thereof) or, in Parent’s sole discretion,

on other terms and conditions, in each case, from the same or alternative sources in an amount sufficient, when added to any portion of

the Debt Financing still available, to fund the Required Funding Amount as promptly as practicable (the “Alternative Financing”,

with any such Alternative Financing being deemed to constitute “Debt Financing”, the debt commitment letter with respect thereto

being deemed to constitute a “Debt Commitment Letter”, the fee letter with respect thereto being deemed to constitute a “Debt

Financing Fee Letter” and the definitive documentation with respect thereto being deemed to constitute the “Debt Financing

Agreements”); provided that, without the prior written consent of Holder Representative, such Alternative Financing shall

not affect any Prohibited Financing Amendments. Parent shall deliver to Holder Representative true and correct copies of the executed

debt commitment letter with respect to such Alternative Financing (and the related fee letter, which may be redacted in the manner set

forth in Section 4.11) promptly following the

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execution

thereof. Parent shall give Holder Representative prompt written notice of (1) any breach or default (or any event or circumstance that

with or without the lapse of time, or both, would give rise to any breach or default) by any party to the Debt Commitment Letter of any

material provision thereof of which Parent has become aware, (2) the expiration or termination in writing (or attempted or purported

termination in writing, whether or not valid) of the Debt Commitment Letter of which Parent has become aware, (3) any material dispute

or disagreement between or among any parties to the Debt Commitment Letter or the Debt Financing Agreements with respect to the obligation

to fund the Debt Financing or the amount of the Debt Financing to be funded at Closing (but excluding, for the avoidance of doubt, any

ordinary course negotiations with respect to the terms of the Debt Financing and/or the Debt Financing Agreements) and (4) if for any

reason Parent has determined in good faith that it may no longer be able to obtain all or any portion of the Debt Financing contemplated

by the Debt Commitment Letter on the terms and conditions contemplated therein and Parent shall otherwise keep Holder Representative

reasonably informed on a timely basis of the status of Parent’s efforts to arrange the Debt Financing. Notwithstanding anything

to the contrary contained in this Agreement, in no event shall the reasonable best efforts of Parent require or be deemed or construed

to require Parent to (I) pay aggregate fees in excess of those contemplated by the Debt Commitment Letter (whether to secure waiver of

any conditions contained therein or otherwise) or (II) cause any term, covenant, representation or warranty in this Agreement to be breached

by Parent, the Merger Subs or any of their or their Affiliates in a manner that would cause any condition to the Closing to fail to be

satisfied.

(b)

Prior to the Closing, Holder Representative and the Maverick TopCos shall each use its reasonable best efforts to provide, and

shall cause each of the Acquired Companies to use its reasonable best efforts to provide, and shall use reasonable best efforts to cause

its and their respective officers, directors, employees, accountants, consultants, legal counsel, affiliates, advisors, agents and other

representatives (collectively, “Representatives”) to provide, such cooperation in connection with the arrangement of

the Debt Financing as may be reasonably requested in writing by Parent other than with respect to the following clauses (i), (iii) and

(v), which shall not be subject to any such reasonable best efforts qualifiers, including using reasonable best efforts to:

(i)

make available to Parent, its advisors and its Debt Financing Sources the Required Financial Information;

(ii)

assist Parent with its preparation of lender and investor presentations, rating agency presentations, offering memoranda, registration

statements, prospectuses, bank information memoranda, marketing materials and other similar documents and materials in connection with

the Debt Financing and participate (at reasonable times and with reasonable advance notice) in a reasonable number of meetings, presentations,

road shows, drafting sessions and due diligence sessions (in each case, including via video conference) with providers or potential providers

of the Debt Financing and ratings agencies;

(iii)

deliver, at least three (3) Business Days prior to the Closing, all documentation and other information as is reasonably requested

in writing by Parent at least nine (9) Business Days prior to the Closing with respect to applicable “know your customer”

and anti-money laundering rules and regulations, including the USA PATRIOT Act and beneficial

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ownership

regulations (including beneficial ownership certifications as under 31 C.F.R. § 1010.230);

(iv)

assist with Parent’s preparation and execution of definitive written financing documentation and the schedules and exhibits

thereto (including loan agreements, guarantees, hedging arrangements, customary officer’s certificates and corporate resolutions,

as applicable) as may reasonably be requested by Parent and subject to the occurrence of the Closing; and

(v)

supplement the Required Financial Information on a reasonably current basis to the extent that any Required Financial Information,

to the Knowledge of Maverick, when taken as a whole and in light of the circumstances under which such statements were made, contains

any material misstatement of fact or omits to state any material fact necessary to make such information not materially misleading.

(c)

Notwithstanding the foregoing, nothing in this Section 5.13 or Section 5.14(b) will require any such cooperation

to the extent that it would (A) require (1) the Holder Representative or any of its Affiliates (other than the Acquired Companies and

their respective Subsidiaries) to pay any fees or reimburse any expenses or (2) require the Acquired Companies or any of their respective

Subsidiaries to pay any fees or reimburse any expenses prior to the Closing, (B) require (1) the Holder Representative or any of its Affiliates

(other than the Acquired Companies and their respective Subsidiaries) to give or agree to give to any other Person any indemnities in

connection with the Debt Financing or (2) the Acquired Companies or their respective Subsidiaries to give or agree to give to any other

Person any indemnities in connection with the Debt Financing that are effective prior to the Closing, (C) provide access to or disclose

any information that Holder Representative reasonably determines is prohibited or restricted under applicable Law or that would reasonably

be expected to jeopardize any legal privilege of, or conflict with any confidentiality obligations binding on, the Maverick TopCos (not

entered in contemplation hereof), in each case, so long as the Maverick TopCos and Holder Representative have used their reasonable best

efforts to provide access to or disclose such information by alternative means not restricted by this clause and have informed Parent

that information is being withheld in reliance on this clause, (D) take any action which would result in the Holder Representative, the

Acquired Companies or any of their respective Affiliates or Representatives incurring any liability with respect to matters relating to

the Debt Financing or reasonably be expected to cause any director, officer, employee or stockholder of the Holder Representative, the

Acquired Companies or any of their respective Affiliates or Representatives to incur any personal liability, (E) cause any term, covenant,

representation or warranty in this Agreement to be breached by the Holder Representative, Maverick TopCos or any of their Affiliates,

(F) conflict with, result in any violation or breach of, or default (with or without notice, lapse of time, or both) under, the Acquired

Companies’ respective Organizational Documents (not entered in contemplation hereof), any applicable Law or any applicable contract

(not entered in contemplation hereof) to which the Acquired Companies or any of their respective Affiliates is a party, (G) require the

Holder Representative or the Acquired Companies to prepare or deliver any Excluded Information, (H) unreasonably interfere with the ongoing

business operations of the Holder Representative or the Acquired Companies, (I) require the Holder Representative, the Acquired Companies

or their respective Subsidiaries or any of their respective Affiliates or any persons who are officers, directors or managers of such

entities to

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pass

resolutions or consents or enter into, execute or deliver any certificate, document, instrument or agreement or agree to any change or

modification of any existing certificate, document, instrument or agreement (other than (1) those directors, officers or employees of

the Acquired Companies continuing in such roles after the Closing, and solely with respect to agreements contingent upon the Closing

and that would not be effective prior to the Closing and (2) customary authorization letters or representation letters (with respect

to accuracy of information and material non-public information regarding the Acquired Companies) pursuant to the terms hereof) or (J)

require any of the Holder Representative or the Acquired Companies’ respective Representatives to provide any legal opinions.

(d)

The Maverick TopCos hereby consent to the use of the logos of the Acquired Companies in connection with the Debt Financing; provided

that such logos shall be used solely in a manner that is not reasonably likely to or intended to harm, disparage or otherwise adversely

affect any of the Acquired Companies or their reputation or goodwill.

(e)

Upon the earlier of the Closing and the termination of this Agreement in accordance with its terms, Parent shall promptly reimburse

the Acquired Companies and its and their respective Representatives for all reasonable and documented out-of-pocket costs and expenses

(including reasonable and documented out-of-pocket attorneys’ fees) incurred by such Persons in connection with any cooperation

contemplated by this Section 5.13 and Section 5.14(b).

(f)

Parent shall indemnify and hold harmless the Acquired Companies and its and their respective Representatives from and against any

and all losses and other liabilities suffered or incurred by any of them in connection with the arrangement and preparation of the Debt

Financing or any other financing of Parent, the Merger Subs or any of their respective Affiliates, any action taken by them or their Representatives

in connection therewith or pursuant to this Section 5.13 and Section 5.14(b) and any information used in connection

therewith, in each case (I) to the fullest extent permitted by Law and with appropriate contribution to the extent such indemnification

is not available and (II) other than as a result of fraud, bad faith, gross negligence or willful misconduct by or on behalf of such Person

or Representative as determined in a final and non-appealable judgment by a court of competent jurisdiction.

(g)

All Evaluation Material (as defined in the Confidentiality Agreement) provided by the Acquired Companies or any of their Representatives

pursuant to this Section 5.13 shall be kept confidential in accordance with the Confidentiality Agreement; provided that Parent

shall be permitted to disclose such information to the Debt Financing Sources and ratings agencies in connection with obtaining the Debt

Financing, subject to the recipient thereof entering into customary confidentiality undertakings with respect to such information (including

in the form of a customary click-through confidentiality undertaking).

(h)

The parties hereto understand and agree that all obligations of the Acquired Companies and their respective Subsidiaries and Affiliates

relating to the Debt Financing shall be governed exclusively by this Section 5.13, and no other provision of this Agreement

(including the Exhibits and Schedules hereto) or the Debt Commitment Letter shall be deemed to expand or modify such obligations.

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(i)

The Holder Representative, the Acquired Companies and their respective Representatives shall be deemed to have complied with this

Section 5.13(b) for the purpose of the condition set forth in Section 6.2 unless (i) the Holder Representative,

any Acquired Company or any of their respective Representatives has Willfully Breached its obligations under this Section 5.13(b),

(ii) Parent has notified the Holder Representative or the applicable Acquired Company of such breach in good faith in writing in order

to cure such breach, and (iii) the Holder Representative, such Acquired Company or the applicable Representative has not taken such steps

or otherwise cured such breach with reasonably sufficient time prior to the Termination Date to consummate the Debt Financing.

(j)

Parent and its Representatives shall (A) reasonably cooperate with the Maverick TopCos and their Representatives in connection

with the Maverick TopCos’ and their respective Representatives’ preparation of the information referred to in clause (x)(i)

of the proviso to the first sentence in Section 2.2(a) and (B) promptly notify the Maverick TopCos and the Holder Representative in writing

if it becomes aware that any of the information referred to in clause (x)(i) of the proviso to the first sentence in Section 2.2(a) that

is provided by the Maverick TopCos to Parent does not comply with the requirements of Regulation S-X.

Section 5.14

Treatment of Certain Indebtedness.

(a)

If (and only if) requested in writing by Parent, Holder Representative or the Maverick TopCos shall, and shall cause their Subsidiaries

to provide Parent with (i) at least three (3) Business Days prior to the Closing Date, drafts of customary payoff letters from the lenders

(or a trustee or agent on behalf of such lenders) under the Maverick Credit Agreement and the Maverick Mortgages (collectively, the “Debt

Payoff Letters”) and (ii) no later than one (1) Business day prior to the Closing Date, fully executed copies of the Debt Payoff

Letters, which shall be in form and substance reasonably satisfactory to Parent and which shall (x) indicate the total amount required

to be paid to fully satisfy all principal, interest, prepayment premiums, make-wholes, penalties, breakage costs or other similar obligations

related to the Maverick Credit Agreement and the Maverick Mortgages, as applicable, which total amount shall be paid using funds provided

by Parent, and (y) authorize the release of all Liens securing Indebtedness under the Maverick Credit Agreement and the Maverick Mortgages,

as applicable, upon payment of the amounts referenced therein.

(b)

Subject to Section 5.13(c), the Maverick TopCos shall, and shall cause each of their respective Subsidiaries and their respective

Representatives to, (A) reasonably cooperate with Parent with respect to the arrangement of an amendment, waiver, supplement, modification,

refinancing or replacement, in form and substance reasonably satisfactory to Parent, to any or all of the applicable Maverick Notes Governing

Agreements to (I) waive (or have the same effect as a waiver) any “Change in Control” (as defined in each Maverick Notes

Governing Agreement) that will occur at the Closing, (II) to refinance, repurchase, redeem, repay, and/or amend the Maverick Private Placement

Notes (the “Specified Debt Action”), and (III) further modify the Maverick Notes Governing Agreements as Parent

may reasonably request (each, a “Specified Debt Amendment”), and (B) provide all reasonable assistance and cooperation

in connection with each Specified Debt Action and each Specified Debt Amendment (including delivering or causing a Subsidiary to deliver

any notices, agreements, documents or instruments necessary, proper or advisable to comply with the terms of the Maverick Notes

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Governing

Agreements and taking such other actions as are necessary, proper or advisable thereunder in respect of the Transactions).

(c)

Parent shall provide the total amount (the “Shareholder Notes Payoff Amount”) required to prepay in full all

principal, interest, prepayment premiums, penalties, breakage costs or other similar obligations outstanding under the Maverick Shareholder

Notes on the Closing Date. If requested in writing by Parent, Holder Representative shall, and shall cause the Maverick TopCos and their

Subsidiaries to, use reasonable best efforts to provide Parent (i) at least three (3) Business Days prior to the Closing Date, drafts

of customary payoff letters with respect to the Maverick Shareholder Notes (the “Shareholder Notes Payoff Letters”)

and (ii) no later than one (1) Business Day prior to the Closing Date, fully executed copies of the Shareholder Notes Payoff Letters,

which shall indicate the Shareholder Notes Payoff Amount.

(d)

Notwithstanding anything to the contrary in this Agreement, the Acquired Companies shall not undertake any of the actions set forth

in this Section 5.14 unless required by Parent or otherwise with Parent’s express consent.

Section 5.15

Preparation and Filing of the Form S-4.

(a)

As promptly as practicable after the date of this Agreement (and in any event by May 26, 2026, it being understood and agreed that

Parent will require reasonably sufficient time after receipt from the Acquired Companies of the information required by this Section

5.15(a) in order to finalize the Form S-4 and that Parent will not be deemed in breach of this sentence to the extent its delay in

filing the Form S-4 results from a delay by the Acquired Companies in providing to Parent the information required by this Section

5.15(a)), Parent shall prepare, and shall use its reasonable efforts to cause New Slider HoldCo to prepare, and Parent shall use its

reasonable efforts to cause New Slider HoldCo to file, with the SEC, the Form S-4, if required. Parent and New Slider HoldCo shall give

Holder Representative and its counsel a reasonable opportunity to review and comment on the Form S-4 before it is filed with the SEC and

Parent and New Slider HoldCo will consider reasonable changes suggested by Holder Representative and its counsel in good faith. The Maverick

TopCos and Parent and New Slider HoldCo shall each use their respective reasonable best efforts to provide all information related to

themselves, their respective Subsidiaries and their equityholders as may be required or as requested by the staff of the SEC to be included

in the Form S-4 (including, but not limited to, historical financial information with respect to the Acquired Companies required to be

included in the Form S-4 pursuant to Regulation S-X, and information required from the Acquired Companies to the extent necessary to permit

Parent or New Slider HoldCo to prepare all pro forma financial statements required to be included pursuant to Regulation S-X in the Form

S-4), to cause the Form S-4 to comply with the rules and regulations promulgated by the SEC and to respond promptly to any comments of

the SEC or its staff.

(b)

Parent, and New Slider HoldCo shall each use its reasonable best efforts to obtain confirmation from the SEC or its staff, orally

or in writing, that it does not have any comments (or it does not intend to review) the Form S-4 (“SEC Clearance”)

as promptly as practicable after filing the Form S-4, to have the Form S-4 declared effective

under the Securities Act as promptly as practicable after such filing (including by responding to comments from the SEC), and to keep

the Form S-4 effective through the Closing Date in order to permit the

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consummation

of the Transactions. Parent and New Slider HoldCo shall also use commercially reasonable efforts to take any action (other than qualifying

to do business in any jurisdiction in which it is not now so qualified or filing a general consent to service of process) required to

be taken under any applicable federal securities law and applicable state securities or “blue sky” Laws in connection with

the issuance and registration of HoldCo Common Stock to be issued in connection with the Transactions, and Holder Representative and

the Maverick TopCos shall furnish all information concerning the Acquired Companies as may be required in connection with any such action.

No filing of, or amendment or supplement to, the Form S-4, or any response to comments from or other communication to the SEC with respect

to the Form S-4, will be made by Parent, New Slider HoldCo or the Maverick TopCos, as applicable, without providing the other party a

reasonable opportunity to review and comment thereon (which comments shall be considered by the

applicable party in good faith). Parent will advise Holder Representative promptly after it receives oral or written notice of

SEC Clearance, the issuance of any stop order, the suspension of the qualification of the Holdco Common Stock or any oral or written

request by the SEC for amendment of the Form S-4 or comments thereon and responses thereto or requests by the SEC for additional information,

and will promptly provide Holder Representative with copies of any written communication from the SEC or any state securities commission

and a reasonable opportunity to participate in the responses thereto. If, at any time prior to the Parent Merger Effective Time, any

information relating to the Maverick TopCos or Parent or New Slider HoldCo, or any of their respective Affiliates, officers or directors,

should be discovered by the Maverick TopCos or Parent that should be set forth in an amendment or supplement to the Form S-4, so that

any of such documents would not contain any misstatement of a material fact or omit to state any material fact necessary to make the

statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information

shall promptly notify the other party and an appropriate amendment or supplement describing such information shall promptly be filed

with the SEC; provided that the delivery of such notice and the filing of any such amendment or supplement shall not

affect or be deemed to modify any representation or warranty made by any party hereunder or otherwise affect the remedies available hereunder

to any party. The Parties further agree to the matters set forth on Section 5.15 of the Maverick Disclosure Letter.

Section 5.16

Requisite Maverick Approvals.

(a)

Promptly, and in any event, within twenty-four (24) hours following the execution of this Agreement, Maverick OpCo shall obtain

the Maverick OpCo Holder Approval and deliver a copy of the Maverick OpCo Holder Approval to Parent. Maverick OpCo shall take all actions

necessary or reasonably advisable to comply with Section 228 of the DGCL and Maverick OpCo’s Organizational Documents in connection

with such Maverick OpCo Holder Approval.

(b)

Promptly, and in any event, within twenty-four (24) hours following the execution of this Agreement, Maverick PropCo shall obtain

the Maverick PropCo Holder Approval and deliver a copy of the Maverick PropCo Holder Approval to Parent. Maverick PropCo shall take all

actions necessary or reasonably advisable to comply, and shall comply in all respects with, the DLLCA and Maverick PropCo Organizational

Documents in connection with such Maverick PropCo Holder Approval.

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Section 5.17

Real Property Matters. During the Interim Period:

(a)

Upon a written request by Parent, at Parent’s sole cost and expense, Holder Representative and the Maverick TopCos shall

use commercially reasonable efforts to obtain, prior to the Closing, an estoppel certificate in a form reasonably acceptable to Parent

with respect to each material Lease or recorded instrument encumbering the Maverick Real Property specified in such request, duly executed

by each counterparty thereto.

(b)

Holder Representative and the Maverick TopCos shall cooperate reasonably with Parent, at Parent’s sole cost and expense,

in using commercially reasonable efforts to, upon Parent’s written request, obtain, prior to the Closing, commitments, reports and/or

policies of title insurance (in forms reasonably acceptable to Parent) with respect to any Maverick Real Property, including by, at Parent’s

sole cost and expense, using commercially reasonable efforts to (i) provide affidavits, certifications and customary indemnities (including

for purposes of obtaining non-imputation and other endorsements) reasonably requested by the applicable title insurance companies in connection

therewith, (ii) remove from title any Liens which are not Permitted Liens and which, individually or in the aggregate, would have an Acquired

Companies Material Adverse Effect and (iii) put Leases of record by providing customary memoranda in respect thereof that are duly executed

by the parties thereto and in a form appropriate for recordation in the applicable jurisdiction.

(c)

Notwithstanding anything to the contrary set forth herein, it is agreed and understood that no breach of this Section 5.17

shall have any effect on, or be considered with respect to, whether the condition set forth in Section 6.2 has been satisfied.

Section 5.18

Resignations. Each of the Maverick TopCos shall use reasonable best efforts to cause to be delivered to Parent on the Closing

Date the resignations of those managers, directors and executive officers of the Acquired Companies of whom Parent shall have notified

the Maverick TopCos at least ten (10) Business Days prior to the Closing Date.

Section 5.19

NYSE Listing. New Slider HoldCo and Parent shall cause the shares of HoldCo Common Stock to be issued as the Maverick OpCo

Common Stock Consideration to be authorized for listing on the NYSE, subject to official notice of issuance, prior to the Parent Merger

Effective Time.

Section 5.20

Transfer Taxes Paid. All transfer, documentary, sales, use, stamp, registration, deed Taxes, conveyance fees, recording

fees and other similar Taxes, fees and charges, together with any interest, penalties or additions to such Taxes (“Transfer Taxes”)

that are imposed on any of the Parties in connection with the transactions contemplated by this Agreement shall be borne equally by New

Slider HoldCo, on the one hand, and the Acquired Companies (prior to Closing) and the Holder Representative (following the Closing), on

the other hand. New Slider HoldCo shall file all necessary Tax Returns and other documentation with respect to all such Transfer Taxes

and the costs shall be borne equally by New Slider HoldCo, on the one hand, and the Acquired Companies, on the other hand. Holder Representative

shall cooperate with and assist New Slider HoldCo, Parent and the Acquired Companies in connection with the preparation and filing of

any such Tax Returns or other documentation with respect to such Transfer Taxes (including any claim for exemption or

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exclusion from the application or imposition thereof), including

by supplying any information in its possession that is reasonably necessary to complete such Tax Returns and the payment of any such Tax

Returns.

Section 5.21

Obligations of Parent, New Slider HoldCo and Merger Subs. Parent shall take all action necessary to cause New Slider HoldCo,

the Merger Subs and the Surviving Maverick Companies to perform their respective obligations under this Agreement.

Section 5.22

Section 16 Matters. Prior to the Parent Merger Effective Time, Parent shall take all such steps as may be necessary or appropriate

to cause the Mergers, acquisitions of equity securities of Parent and New Slider HoldCo (including derivative securities) resulting from

the Mergers by each Person who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to Parent and

New Slider HoldCo or will become subject to such reporting requirements with respect to Parent to be exempt under Rule 16b-3 promulgated

under the Exchange Act.

Section 5.23

Maverick OpCo Licensed Stock. Immediately prior to the Closing, each of Maverick OpCo and Holder Representative shall take

all action necessary to cause each Maverick OpCo Holder to transfer and surrender any shares of Maverick OpCo Licensed Stock held by any

Maverick OpCo Holder to Maverick OpCo, and Maverick OpCo shall cancel such shares for no consideration.

Article VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT, NEW SLIDER HOLDCO AND MERGER SUBS

The obligations of Parent, New Slider HoldCo

and the Merger Subs to complete the Closing and effect the Mergers under Article II of this Agreement are subject to the satisfaction

(or written waiver by Parent to the extent permitted by Law) of the following conditions:

Section 6.1

Accuracy of Warranties. (i) The representations and warranties of the Maverick TopCos set forth in the first sentence of

Section 3.1(a), the fourth sentence of Section 3.1(b), the first sentence, the second sentence, clauses (iv)-(vi)

of the fourth sentence and the second to last sentence of Section 3.1(c), the first sentence of Section 3.1(d),

Section 3.1(e), Section 3.2, and Section 3.18 shall be true and correct in all material respects at

and as of the date hereof and at and as of the Closing with the same effect as though made as of the Closing (except to the extent such

representations and warranties are made as of an earlier date (in which case, as of such earlier date)), (ii) the representations and

warranties of the Maverick TopCos set forth in the first sentence, the second sentence and the third sentence of Section 3.1(b)

and clauses (i)-(iii) of the fourth sentence of Section 3.1(c) shall be true and correct in all respects (except for de minimis

inaccuracies) at and as of the date hereof and at and as of the Closing with the same effect as though made as of the Closing (except

to the extent such representations and warranties are made as of an earlier date (in which case, as of such earlier date)), (iii) the

representations and warranties of the Maverick TopCos set forth in Section 3.15(b) shall be true and correct in all respects

at and as of the date hereof and at and as of the Closing with the same effect as though made as of the Closing and (iv) the other representations

and warranties of the

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Maverick TopCos set forth in Article III (without giving

effect to all materiality and Acquired Companies Material Adverse Effect qualifications therein) (other than the reference to “material

weakness” in Section 3.4) shall be true and correct in all respects at and as of the date hereof and at and as of the

Closing with the same effect as though made as of the Closing (except to the extent such representations and warranties are made as of

an earlier date (in which case, as of such earlier date)), except with respect this clause (iv) where such failures to be true and correct

as would not have, individually or in the aggregate, an Acquired Companies Material Adverse Effect.

Section 6.2

Compliance with Agreements and Covenants. The Maverick TopCos shall have performed and complied with, in all material respects,

all of the covenants, obligations and agreements contained in this Agreement required to be performed and complied with by them at or

prior to the Parent Merger Effective Time.

Section 6.3

HSR Clearance. The applicable waiting period under the HSR Act (or any extension thereof, including any timing agreement entered

into with any Governmental Authority in accordance with the terms of this Agreement) shall have expired or been earlier terminated.

Section 6.4

No Prohibition. No applicable Law or Order shall have been adopted, promulgated or entered after the date of this Agreement

by any Governmental Authority of competent jurisdiction in the United States which restrains, enjoins or otherwise prohibits the consummation

of the transactions contemplated hereby.

Section 6.5

Form S-4. The Form S-4, if required, shall have been declared effective by the SEC under the Securities Act and shall not

be the subject of any stop order or any proceedings by the SEC seeking a stop order.

Section 6.6

Listing Approval. The Maverick OpCo Common Stock Consideration shall have been approved for trading on the New York Stock

Exchange, subject to official notice of issuance.

Section 6.7

Tax Opinion. The Parent Parties shall have received a written opinion from Paul, Weiss, Rifkind, Wharton & Garrison

LLP or, if Paul, Weiss, Rifkind, Wharton & Garrison LLP is unable, or declines, to deliver such opinion, of such other tax counsel

of nationally recognized standing as may be reasonably acceptable to the Parent Parties (it being understood and agreed that Wachtell,

Lipton, Rosen & Katz is acceptable other tax counsel) (“Slider Tax Counsel”), in form and substance reasonably

satisfactory to the Parent Parties, dated as of the Closing Date, to the effect that, on the basis of the facts, representations and assumptions

set forth or referred to in such opinion, (A) the Parent Merger will qualify as a “reorganization” within the meaning of Section 368(a)

of the Code or (B) the Parent Merger and OpCo Merger, taken together, will qualify as a transaction described in Section 351(a) of the

Code (the “Slider Tax Opinion”). In rendering the Slider Tax Opinion, Slider Tax Counsel shall be entitled to receive

and rely upon the certificates that shall be provided to it by each of Parent, New Slider HoldCo and Maverick OpCo pursuant to Section 5.6(a)(iv).

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Section 6.8

Frustration of Closing Condition. Parent, New Slider HoldCo and Merger Subs may not rely, either as a basis for not consummating the Mergers or terminating this Agreement and abandoning the Mergers,

on the failure of any condition set forth in this Article VI ‎to be satisfied if such failure was caused by such party’s

material breach of any covenant or agreement of this Agreement.

Article VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF THE MAVERICK TOPCOS

The obligations of the Maverick TopCos to complete

the Closing and effect the Mergers under Article II of this Agreement are subject to the satisfaction (or written waiver by

Holder Representative on behalf of the Maverick TopCos to the extent permitted by Law) of the following conditions:

Section 7.1

Accuracy of Warranties. (i) The representations and warranties of New Slider HoldCo, Parent and the Merger Subs set forth

in the first sentence of Section 4.1, clauses (iv)-(vi) of the second sentence and the third sentence of Section 4.2(b),

Section 4.2(c), Section 4.2(d), Section 4.2(e), Section 4.3, Section 4.5 and Section 4.13

shall be true and correct in all material respects at and as of the date hereof and at and as of the Closing with the same effect as though

made as of the Closing (except to the extent such representations and warranties are made as of an earlier date (in which case, as of

such earlier date)), (ii) the representations and warranties of Parent and the Merger Subs set forth in Section 4.2(a) and

clauses (i)-(iii) of the second sentence and the last sentence of Section 4.2(b) shall be true and correct in all respects

(except for de minimis inaccuracies) at and as of the date hereof and at and as of the Closing with the same effect as though made as

of the Closing (except to the extent such representations and warranties are made as of an earlier date (in which case, as of such earlier

date)), (iii) the representations and warranties of Parent and the Merger Subs set forth in Section 4.10(b) shall be true

and correct in all respects at and as of the date hereof and at and as of the Closing with the same effect as though made as of the Closing,

and (iv) the other representations and warranties of Parent, New Slider HoldCo and the Merger Subs set forth in Article IV

(without giving effect to all materiality and Parent Material Adverse Effect qualifications therein) (other than the reference to “material

weakness” in Section 4.7) shall be true and correct in all respects at and as of the date hereof and at and as of the

Closing with the same effect as though made as of the Closing (except to the extent such representations and warranties are made as of

an earlier date (in which case, as of such earlier date)), except with respect this clause (iv) where such failures to be true and correct

as would not have, individually or in the aggregate, a Parent Material Adverse Effect.

Section 7.2

Compliance with Agreements and Covenants. New Slider HoldCo, Parent and the Merger Subs shall have performed and complied

with, in all material respects, all of the covenants, obligations and agreements contained in this Agreement required to be performed

and complied with by them at or prior to the Parent Merger Effective Time.

Section 7.3

HSR Clearance. The applicable waiting period under the HSR Act (or any extension thereof, including any timing agreement entered

into with any Governmental

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Authority in accordance with the terms of this Agreement) shall

have expired or been earlier terminated.

Section 7.4

No Prohibition. No applicable Law or Order shall have been adopted, promulgated or entered after the date of this Agreement

by any Governmental Authority of competent jurisdiction in the United States which restrains, enjoins or otherwise prohibits the consummation

of the transactions contemplated hereby.

Section 7.5

Form S-4. The Form S-4, if required, shall have been declared effective by the SEC under the Securities Act and shall not

be the subject of any stop order or any proceedings by the SEC seeking a stop order.

Section 7.6

Listing Approval. The Maverick OpCo Common Stock Consideration shall have been approved for trading on the New York Stock

Exchange, subject to official notice of issuance.

Section 7.7

Tax Opinion. Maverick OpCo shall have received a written opinion from Wachtell, Lipton, Rosen & Katz or, if Wachtell,

Lipton, Rosen & Katz is unable, or declines, to deliver such opinion, of such other tax counsel of nationally recognized standing

as may be reasonably acceptable to Maverick OpCo (it being understood and agreed that Paul, Weiss, Rifkind, Wharton & Garrison LLP

is acceptable other tax counsel) (“Maverick Tax Counsel”), in form and substance reasonably satisfactory to Maverick

OpCo, dated as of the Closing Date, to the effect that, on the basis of the facts, representations and assumptions set forth or referred

to in such opinion, the Parent Merger and OpCo Merger, taken together, will qualify as a transaction described in Section 351(a) of the

Code (the “Maverick Tax Opinion”). In rendering the Maverick Tax Opinion, Maverick Tax Counsel shall be entitled to

receive and rely upon the certificates that shall be provided to it by each of Parent, New Slider HoldCo and Maverick OpCo pursuant to

Section 5.6(a)(iv).

Section 7.8

Frustration of Closing Condition. The Maverick TopCos may not rely, either as a basis for not consummating the Mergers or

terminating this Agreement and abandoning the Mergers, on the failure of any condition set forth in this Article VII ‎to be

satisfied if such failure was caused by such party’s material breach of any covenant or agreement of this Agreement.

Article VIII

TERMINATION

Section 8.1

Termination. This Agreement may be terminated at any time on or prior to the Closing Date, whether before or after the Requisite

Maverick Approvals have been received:

(a)

With the mutual written consent of each of the Maverick TopCos, Holder Representative and Parent;

(b)

By either Holder Representative or Parent, if the Closing shall not have occurred on or before September 30, 2027 (as

may be extended pursuant to the following

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proviso,

the “Termination Date”); provided, however, that if as of the Termination Date all of the conditions

to the Closing, other than the conditions set forth in Section 6.3 or Section 7.3, or Section 6.4

or Section 7.4 (solely to the extent that the applicable Law or Order arises under any Competition Law, including the HSR

Act), shall have been satisfied or (to the extent permitted by Law) waived or shall be capable of being satisfied at such time, the Termination

Date will be automatically extended to March 30, 2028; provided, further, that the right to terminate this Agreement pursuant

to this Section 8.1(b) shall not be available to any party whose breach in any material respect of its obligations under

this Agreement has principally caused the failure of the Closing to occur on or before the Termination Date;

(c)

By Holder Representative, if Parent shall have breached any of its representations or warranties or there is any inaccuracy in

its representations or warranties, or shall have breached or failed to perform any of its covenants or other agreements contained in this

Agreement, which breach, inaccuracy or failure to perform (A) would result in the failure of a condition set forth in Section 7.1

or Section 7.2 and (B) has not been or is incapable of being cured by Parent prior to the earlier of the (x) Termination Date

and (y) forty-fifth (45th) calendar day after its receipt of written notice thereof from Holder Representative of such breach,

inaccuracy or failure; provided, however, that Holder Representative may not terminate this Agreement pursuant to this Section 8.1(c)

if any of the Maverick TopCos are then in breach of any representation, warranty, covenant or obligation hereunder that would result in

the failure to be satisfied of the conditions set forth in Section 6.1 or Section 6.2;

(d)

By Parent, if either Maverick TopCo shall have breached any of its representations or warranties or there is any inaccuracy in

its representations or warranties, or shall have breached or failed to perform any of its covenants or other agreements contained in this

Agreement, which breach, inaccuracy or failure to perform (A) would result in the failure of a condition set forth in Section 6.1

or Section 6.2 and (B) has not been or is incapable of being cured by the applicable Maverick TopCo prior to the earlier of

the (x) Termination Date and (y) forty-fifth (45th) calendar day after the Maverick TopCo’s and Holder’s Representative’s

receipt of written notice thereof from Parent of such breach, inaccuracy or failure; provided, however that Parent may not terminate

this Agreement pursuant to this Section 8.1(d) if any of the Parent Parties are then in breach of any representation, warranty,

covenant or obligation hereunder that would result in the failure to be satisfied of the conditions set forth in Section 7.1

or Section 7.2;

(e)

By either Holder Representative or Parent, if any court (or United States federal Governmental Authority) of competent jurisdiction

in the United States shall have issued an Order that has become final and non-appealable that has the effect of permanently restraining,

enjoining or otherwise prohibiting the Mergers; provided that the Party seeking to terminate this Agreement pursuant to this Section 8.1(e)

shall not have breached in any material respect its obligations under this Agreement in any manner that has been the primary cause of

such Order being issued and becoming final and non-appealable; or

(f)

By Parent, if the Requisite Maverick Approvals have not been obtained within 24 hours following the execution of this Agreement.

Section 8.2

Expenses. Whether or not the Mergers are consummated and except as otherwise provided in this Agreement or the other Transaction

Documents, all expenses incurred

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in connection with this Agreement and the transactions contemplated

hereby shall be paid by the party incurring such expenses, provided that Parent shall pay all filing fees for any notifications required

to be made under the HSR Act in connection with the Transactions with respect to New Slider HoldCo, Parent, Maverick PropCo and Maverick

OpCo, excluding, for the avoidance of doubt, any filing fees required to be paid under the HSR Act in relation to the acquisition of shares

of HoldCo Common Stock by current Maverick PropCo Holders and Maverick OpCo Holders.

Section 8.3

Effect of Termination; Termination Fee.

(a)

Termination Fee. In the event that this Agreement is validly terminated (i) by Parent or Holder Representative pursuant

to Section 8.1(b) (or at the time this Agreement is validly terminated, Holder Representative had the right to terminate this

Agreement pursuant to Section 8.1(b)), and all conditions to the Closing set forth in Article VI have been satisfied

or waived (other than (x) those conditions that by their nature are to be satisfied at the Closing, but which conditions are capable of

being satisfied and (y) any conditions the failure of which to be satisfied has been principally caused by a breach by Parent, New Slider

HoldCo or any Merger Sub of their representations, warranties, covenants or agreements contained in this Agreement), other than the conditions

set forth in Section 6.3 or Section 6.4 (solely to the extent that the applicable Law or Order arises under any

Competition Law, including the HSR Act) or (ii) by Parent or Holder Representative pursuant to Section 8.1(e) (or at the time

this Agreement is validly terminated, Parent or Holder Representative had the right to terminate this Agreement pursuant to Section 8.1(e))

(solely to the extent that the applicable Order arises under any Competition Law, including the HSR Act), then Parent shall pay to Holder

Representative the Termination Fee, it being understood that in no event shall Parent be required to pay the Termination Fee on more than

one occasion. The Termination Fee payable pursuant to this Section 8.3(a) shall be paid by wire transfer of immediately available

funds to an account designated in writing by Holder Representative (1) in the case of any such termination by Parent, prior to or concurrently

with, and as a condition to, such termination or (2) in the case of any such termination by Holder’s Representative, within two

(2) Business Days of such termination.

(b)

If Parent fails to pay the Termination Fee or any portion thereof and Holder Representative or either of the Maverick TopCos commences

a lawsuit or other legal action in connection therewith that results in an Order against Parent for the Termination Fee or any portion

thereof, then Parent shall pay Holder Representative or the Maverick TopCos their costs and expenses (including reasonable attorney’s

fees and disbursements) in connection with such suit, together with interest on the Termination Fee (or any portion thereof that has not

been paid timely in accordance with this Agreement) and on the amount of such costs and expenses, in each case, from and including the

date payment of such amount was due to through the date of actual payment at the prime rate of Citibank N.A. in effect on the date such

payment was required to be made.

(c)

If this Agreement is validly terminated and the Termination Fee is paid in full to Holder Representative pursuant to this Section 8.3,

the parties agree that, subject to Section 8.3(f), (i) the payment of such Termination Fee shall be the sole and exclusive

remedy of Holder Representative, each of the Maverick TopCos, its equityholders and all of their Affiliates against Parent, the Merger

Subs or any of their directors, officers and other Affiliates for, and (ii)

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in no

event will Holder Representative, either of the Maverick TopCos, its and their respective equityholders or any of their Affiliates be

entitled to recover any other money damages or any other remedy based on a claim in law or equity with respect to, (1) any loss suffered

as a result of the failure of the Mergers to be consummated, (2) the termination of this Agreement, (3) any liabilities or obligations

arising under this Agreement or the other Transaction Documents, or (4) any claims or actions arising out of or relating to any breach,

termination or failure of or under this Agreement, and upon payment to Holder Representative in full of the Termination Fee in accordance

with this Section 8.3, neither Parent, the Merger Subs nor

any of their directors, officers or other Affiliates or the Debt Financing Sources shall have any further liability or obligation to

Holder Representative, either of the Maverick TopCos, its and their respective equityholders or any of their Affiliates relating to or

arising out of this Agreement, the other Transaction Documents or the transactions contemplated hereby. Notwithstanding anything to the

contrary in this Agreement, but subject to Section 8.3(f), in any circumstance in which the Termination Fee is paid in full,

in no event will the Acquired Companies’ and Holder Representative or any other Person be entitled to any monetary recovery or

award from Parent, the Merger Subs or any of their Affiliates, equityholders, controlling persons, stockholders, directors, officers,

employees, agents or other representatives (the “Parent Related Parties”) or the Debt Financing Sources for any breach,

loss or damage related to this Agreement, and upon payment in full of the Termination Fee, as applicable, no Person shall have any rights

or claims against any of the Parent Related Parties or the Debt Financing Sources under this Agreement, in respect of any oral representations

made or alleged to be made in connection herewith, in respect of the transactions contemplated hereby, whether at law or equity, in contract,

in tort or otherwise, and none of the Parent Related Parties shall have any further liability or obligation relating to or arising out

of this Agreement, in respect of any oral representations made or alleged to be made in connection herewith or therewith, or in respect

of the transactions contemplated hereby or thereby. Nothing herein shall limit Holder Representatives’ or the Maverick TopCos’

rights under Section 8.4 prior to the termination of this Agreement or Holder Representatives’ or the Maverick TopCos’

rights to seek payment of and be paid the Termination Fee in accordance with this Agreement if Holder Representative or either of the

Maverick TopCos has pursued alternative remedies hereunder in lieu of pursuing the Termination Fee and Holder Representative or either

of the Maverick TopCos ceases to pursue such remedies without having obtained them, but in no event shall Holder Representative or the

Maverick TopCos be entitled to both (i) specific performance to cause Parent to consummate the Transactions in accordance with Section 8.4

and (ii) the payment of the Termination Fee pursuant to this Section 8.3(c).

(d)

The parties hereto intend and shall use commercially reasonable efforts to ensure that the Termination Fee will not be treated

as consideration for a supply for VAT purposes. If, however, the Termination Fee is determined by a Taxing Authority to be in whole or

part consideration for a supply for VAT purposes, and VAT is chargeable thereon, then the Parent Parties shall use commercially reasonable

efforts to recover such VAT, and the amount of the Termination Fee will be inclusive of any such VAT save and to the extent that such

VAT is Recovered VAT in which case the Termination Fee will be increased to take into account that Recovered VAT such that the benefit

of the recovery is passed to Holder Representative. Holder Representative shall provide such assistance to Parent, any Affiliate of Parent

or any VAT group of which Parent forms part of (as applicable) as is reasonably necessary (including the making available of such invoices,

information and assistance as may reasonably be required) to enable

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person

(as the case may be) to obtain a refund of VAT, and Parent shall (and shall cause any relevant Affiliate to) use commercially reasonable

efforts to obtain such refund of VAT.

(e)

Each of Holder Representative, the Maverick TopCos, Parent, New Slider HoldCo and each Merger Sub acknowledges that (i) the agreements

contained in this Section 8.3 are an integral part of the transactions contemplated by this Agreement, (ii) the Termination

Fee are not a penalty, but is liquidated damages, in a reasonable amount that will, subject to Section 8.3(f), compensate Holder

Representative, the Maverick TopCos and its Affiliates in the circumstances in which such fee is paid for the efforts and resources expended

and opportunities foregone while negotiating this Agreement and in reliance on this Agreement and on the expectation of the consummation

of the transactions contemplated hereby, which amount would otherwise be impossible to calculate with precision, and (iii) without these

agreements, the parties would not enter into this Agreement.

(f)

In the event of termination of this Agreement by either Holder Representative or Parent as provided in Section 8.1,

this Agreement will forthwith become void and have no further force or effect, without any Liability (other than as set forth in Section 8.2

or this Section 8.3) on the part of Parent, New Slider HoldCo, any Merger Sub, Holder Representative, or the Maverick TopCos;

provided that nothing herein shall relieve any party from Liability for a Willful Breach of its covenants or agreements set forth

in this Agreement prior to such valid termination or for Fraud. The last sentence of Section 5.1(d)(i)(c) of the Maverick Disclosure Letter

and the second to last sentence of Section 5.1(d)(i)(d) of the Maverick Disclosure Letter and the provisions of Section 8.2,

this Section 8.3, Section 9.7, Section 9.11, Section 9.12, Section 9.15 and

Section 9.16 and will survive any termination hereof.

Section 8.4

Specific Performance. The parties agree that irreparable damage, for which monetary damages, even if available, would not

be an adequate remedy, would occur if any provision of this Agreement were not performed in accordance with the terms hereof and that

the parties shall be entitled to an injunction or injunctions, specific performance and other equitable remedies to prevent and restrain

breaches or threatened breaches of this Agreement or to enforce specifically the performance of the terms and provisions hereof in any

court specified in Section 9.15, including without limitation to enforce the parties’ obligations to close the transactions

contemplated hereby upon satisfaction or waiver of the applicable conditions set forth in Article VI and VII, in addition

to any other remedy to which they are entitled at law or in equity. The parties hereby waive, in any action for specific performance,

the defense of adequacy of a remedy at law and the necessity of demonstrating damages or posting any bond or other security in connection

therewith.

Article IX

MISCELLANEOUS

Section 9.1

Non-survival of Representations, Warranties and Covenants. None of the representations, warranties, covenants or agreements

in this Agreement or in any instrument delivered pursuant to this Agreement shall survive the Parent Merger Effective Time, except for

covenants or agreements which by their terms contemplate performance after the Parent Merger

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Effective Time (including the obligations of Holder Representative

pursuant to Section 5.20) or otherwise expressly by their terms survive the Parent Merger Effective Time.

Section 9.2

Amendment. Prior to the Parent Merger Effective Time, this Agreement may be amended, modified or supplemented, but only

by written agreement of Parent, the Maverick TopCos and Holder Representative.

Section 9.3

Notices. Any notice, request, instruction or other document or other communication to be given hereunder by a party hereto

shall be in writing and shall be deemed to have been given (i) when received if given in person or by courier or a courier service (providing

proof of delivery), (ii) on the next Business Day if sent by an overnight delivery service (providing proof of delivery), (iii) five (5)

Business Days after being deposited in the U.S. mail, certified or registered mail, postage prepaid or (iv) on the date of delivery if

by email (provided that no “bounce back” or similar message of non-delivery is received with respect thereto);

(a)

If to the Maverick TopCos prior to the Closing, addressed as follows:

JRD Unico, Inc./Warehouse Realty, LLC

Warehouse Realty, LLC

1710 Whitestone Expressway

Whitestone, NY 11357

Attention: Richard Kirschner

Email: [***]

with copies (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Attention: Andrew J. Nussbaum, Victor Goldfeld and Kyle M. Diamond

Email: AJNussbaum@wlrk.com; VGoldfeld@wlrk.com; KMDiamond@wlrk.com

(b)

If to Holder Representative:

Ki Atlantic Holdings Limited

[***]

Attention: Carl von Bratt; Marc Menashe

Email: [***]; [***]

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with copies (which shall not constitute notice) to:

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, NY 10019

Attention: Andrew J. Nussbaum, Victor Goldfeld and Kyle M. Diamond

Email: AJNussbaum@wlrk.com; VGoldfeld@wlrk.com; KMDiamond@wlrk.com

(c)

If to New Slider HoldCo, Parent or a Merger Sub, or after the Closing, the Surviving OpCo Company or Surviving PropCo Company,

addressed as follows:

Sysco Corporation

1390 Enclave Parkway

Houston, TX 77077-2099

Attention: Jennifer K. Schott, Executive Vice President, Chief Legal Officer and Secretary

Email: [***]

with a copy (which shall not constitute notice) to:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, NY 10019

Attention: James E. Langston and Andrew D. Krause

Email: jlangston@paulweiss.com; akrause@paulweiss.com

or to such other individual or address as a party hereto

may designate for itself by notice given as herein provided.

Section 9.4

Waivers. The failure of a party hereto at any time or times to require performance of any provision hereof shall in no manner

affect its right at a later time to enforce the same. No waiver by a party of any condition or of any breach of any term, covenant, representation

or warranty contained in this Agreement shall be effective unless in writing, and no waiver in any one or more instances shall be deemed

to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of

any other term, covenant, representation or warranty.

Section 9.5

Counterparts. This Agreement may be executed in counterparts and such counterparts may be delivered in electronic format

(including by email). Such delivery of counterparts shall be conclusive evidence of the intent to be bound hereby and each such counterpart

and copies produced therefrom shall have the same effect as an original. To the extent applicable, the foregoing constitutes the election

of the parties hereto to invoke any Law authorizing electronic signatures.

Section 9.6

Interpretation. The headings preceding the text of Articles and Sections included in this Agreement and the headings to

Sections of the Maverick Disclosure Letter and Parent Disclosure Letter are for convenience only and shall not be deemed part of this

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Agreement, the Maverick Disclosure Letter or the Parent Disclosure

Letter or be given any effect in interpreting this Agreement, the Maverick Disclosure Letter or the Parent Disclosure Letter. The use

of the masculine, feminine or neuter gender herein shall not limit any provision of this Agreement. The use of the terms “including”

or “include” shall in all cases herein mean “including, without limitation” or “include, without limitation,”

respectively. Underscored references to Articles, Sections or Exhibits shall refer to those portions of this Agreement. Any singular term

in this Agreement shall be deemed to include the plural, and any plural term in this Agreement the singular. “Writing”, “written”

and comparable terms refer to printing, typing and other means of reproducing words (including electronic format) in a visible form. If

any action under this Agreement is required to be done or taken on a day that is not a Business Day, then such action shall be required

to be done or taken not on such day but on the first succeeding Business Day thereafter. 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. The word “extent” in the phrase “to the extent” shall mean the degree to which a

subject or other theory extends and such phrase shall not mean “if”. Any capitalized term used in any Exhibit, the Maverick

Disclosure Letter or the Parent Disclosure Letter but not otherwise defined therein shall have the meaning given to such term in this

Agreement. References from or through any date shall mean, unless otherwise specified, from and including or through and including, respectively.

All references to dollars or to “$” shall be references to United States dollars.

Section 9.7

Applicable Law. This Agreement, and all claims or causes of action (whether at Law, in contract or in tort or otherwise)

that may be based upon, arise out of or relate to this Agreement or the negotiation, execution or performance hereof, shall be governed

by and construed and enforced in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict

of Law provision or rule (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of

any jurisdiction other than the State of Delaware.

Section 9.8

Binding Agreement. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective

successors and permitted assigns.

Section 9.9

Assignment. This Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of and

be enforceable by the parties hereto and their respective heirs, successors and permitted assigns. Neither this Agreement nor any of the

rights, interests or obligations hereunder shall be assigned by any of the parties hereto (whether by operation of Law or otherwise) without

the prior written consent of the parties hereto. Any purported assignment in contravention of this Section 9.9 shall be null

and void.

Section 9.10

Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and, except for Section 5.11,

Section 8.3, Section 9.11, Section 9.12 and Section 9.20, no provision of this Agreement

shall be deemed to confer upon third parties, either express or implied, any remedy, claim, liability, reimbursement, cause of action

or other right; provided, that, following the OpCo Merger Effective Time and the PropCo Merger Effective Time, the Maverick OpCo

Holders and the Class A Maverick PropCo Holders, as applicable, in each case, as of immediately prior to the OpCo Merger Effective Time

and the PropCo Merger Effective Time, as applicable, shall be an express third-party beneficiary of and shall be entitled

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to rely on Article II and shall be entitled to obtain

the Maverick OpCo Merger Consideration and the Maverick PropCo Merger Consideration to which it is entitled for its shares of Maverick

OpCo General Stock or Maverick PropCo Interests, as applicable, pursuant to this Agreement. Notwithstanding the foregoing, the Maverick

OpCo Holders and the Class A Maverick PropCo Holders, acting solely through the Maverick TopCos, acting as representative and agent, shall

be express third party beneficiaries of this Agreement and, subject to the terms of this Agreement, the Maverick TopCos shall be entitled

to pursue on their behalf specific performance as set forth in Section 8.4 or, subject to Section 8.3(f), damages

(which, to the extent proven and awarded by a court of competent jurisdiction, shall include monetary damages based on a lost premium

or the loss of the economic benefit of the Mergers, it being understood and agreed that any such

damages award shall take account of the Termination Fee if paid in accordance with this Agreement); provided, however, that the

rights granted pursuant to this sentence shall be enforceable only by the Maverick TopCos, on behalf of and as representative of and agent

for the Maverick OpCo Holders and Class A Maverick PropCo Holders, in any Maverick TopCo’s sole discretion, and, subject to the

preceding sentence, in no event shall the Maverick OpCo Holders or the Class A Maverick PropCo Holders be entitled to enforce any of their

rights, or any of Parent’s or Merger Subs’ obligations, under this Agreement, but rather the Maverick TopCos shall have the

sole and exclusive right to do so (and upon receipt of any payments as a result thereof, the Maverick TopCos shall be entitled to retain

the amount of such payments so received).

Section 9.11

No Recourse. Notwithstanding anything to the contrary contained herein or otherwise, this Agreement may only be enforced

against, and any claims or causes of action that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution

or performance of this Agreement or the other Transaction Documents or the transactions contemplated hereby, may only be made against

the entities and Persons that are expressly identified as parties to this Agreement in their capacities as such and no former, current

or future stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers,

agents or Affiliates of any party hereto, or any former, current or future direct or indirect stockholder, equity holder, controlling

person, director, officer, employee, general or limited partner, member, manager, agent or Affiliate of any of the foregoing (each, a

“Non-Recourse Party”) shall have any liability for any obligations or liabilities of the parties to this Agreement

or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, the transactions contemplated hereby

or in respect of any oral representations made or alleged to be made in connection herewith. Without limiting the rights of any party

against the other parties hereto, in no event shall any party or any of its Affiliates seek to enforce this Agreement against, make any

claims for breach of this Agreement against, or seek to recover monetary damages from, any Non-Recourse Party.

Section 9.12

Release.

(a)

Effective upon the Closing, each of New Slider HoldCo and Parent, on its own behalf and on behalf of the Surviving PropCo Company,

the Surviving OpCo Company and each of its former, present and future Subsidiaries (each of the foregoing, a “Parent Releasing

Party”), hereby releases and forever discharges each former, current or future stockholders, equity holders, controlling persons,

directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of the Acquired Companies or any

former, current or

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future

stockholders, equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents

or Affiliates of the foregoing (or a fiduciary of any employee benefit plan of the Maverick TopCos or of any of its present or former

Subsidiaries) (each of the foregoing, a “Maverick Released Party”) from any and all claims, rights, obligations, debts,

liabilities, actions or causes of action of every kind and nature, whether foreseen or unforeseen, contingent or actual, and whether

now known or hereafter discovered, which any of the Parent Releasing Parties had, now has or may in the future have, at law or in equity,

against any Maverick Released Party in any way arising out of, in connection with, related or pertaining to or by reason of the operation

of the Acquired Companies prior to the Closing Date, or the accuracy of, omission or misstatement regarding the business conducted by

the Acquired Companies prior to the Closing Date, the Acquired Companies or any of their respective ownership of their assets, liabilities

or operations prior to the Closing Date (each, a “Parent Released Claim”); provided, however, that the

Parent Releasing Parties expressly do not release their rights and interests (i) under (y) this Agreement, the Letter Agreements or the

Stockholders Agreement or (z) the Confidentiality Agreement or the Clean Team Agreement or (ii) with respect to Fraud. Each of Parent

and each Merger Sub covenants and agrees that it will honor such release and will not, and will cause the Surviving PropCo Company and

the Surviving OpCo Company and their respective Subsidiaries not to, take any action inconsistent therewith (including commencing any

Litigation with respect to, or directly or indirectly transferring to another Person, any Parent Released Claim). This Section 9.12(a)

shall survive the Closing, is intended for the benefit of and may be enforced directly by each of the Maverick Released Parties, and

shall be binding on all successors and permitted assigns of Parent, the Surviving PropCo Company, and the Surviving OpCo Company.

(b)

Effective upon the Closing, Holder Representative, on behalf of itself and each Maverick OpCo Holder and each Class A Maverick

PropCo Holder and each of its former, present and future Subsidiaries, heirs, executors, successors, and assigns (each of the foregoing,

a “Maverick Releasing Party”), hereby releases and forever discharges each former, current or future stockholders,

equity holders, controlling persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates

of each of New Slider HoldCo and Parent and each of their respective Subsidiaries (including, after the Closing, the Surviving PropCo

Company, Surviving OpCo Company and their respective Subsidiaries) or any former, current or future stockholders, equity holders, controlling

persons, directors, officers, employees, general or limited partners, members, managers, agents or Affiliates of the foregoing (or a fiduciary

of any employee benefit plan of the Maverick TopCos or of any of its present or former Subsidiaries) (each of the foregoing, a “Parent

Released Party”) from any and all claims, rights, obligations, debts, liabilities, actions or causes of action of every kind

and nature, whether foreseen or unforeseen, contingent or actual, and whether now known or hereafter discovered, which any of the Maverick

Releasing Parties had, now has or may in the future have, at law or in equity, against any Parent Released Party in any way arising out

of, in connection with, pertaining to or by reason of the operation of the Acquired Companies prior to the Closing Date, or the accuracy

of, omission or misstatement regarding Parent, the business conducted by the Acquired Companies prior to the Closing Date, or ownership

any of their respective assets, liabilities or operations prior to the Closing Date (each, a “Maverick Released Claim”);

provided, however, that the Maverick Releasing Parties expressly do not release their rights and interests (i) under (y)

this Agreement, the Letter Agreements or the Stockholders Agreement or (z) the Confidentiality Agreement or the Clean Team Agreement or

(ii) with respect to Fraud. Holder

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Representative,

on behalf of itself and each Maverick OpCo Holder and Class A Maverick PropCo Holder, covenants and agrees that it will honor such release

and will not, and will cause the each Maverick OpCo Holder, Class A Maverick PropCo Holder and their respective Subsidiaries and controlled

Affiliates not to, take any action inconsistent therewith (including commencing any Litigation with respect to, or directly or indirectly

transferring to another Person, any Maverick Released Claim). This Section 9.12(b) shall survive the Closing, is intended

for the benefit of and may be enforced directly by each of the Parent Released Parties, and shall be binding on all successors and permitted

assigns of Holder Representative, each Maverick OpCo Holder and each Class A Maverick PropCo Holder.

Section 9.13

Further Assurances. Upon the reasonable request of Parent, the Surviving PropCo Company or Holder Representative, each party

will, on and after the Closing Date, execute and deliver to the other parties such other customary documents, assignments and other instruments

as may be reasonably required to effectuate the Mergers and to effect the provisions of this Agreement and the transactions contemplated

hereby.

Section 9.14

Entire Understanding. The Exhibits, the Maverick Disclosure Letter and the Parent Disclosure Letter identified in this Agreement

are incorporated herein by reference and made a part hereof. This Agreement, the Confidentiality Agreement, the Clean Team Agreement and

the confidentiality and joint defense agreement between the parties set forth the entire agreement and understanding of the parties hereto

with respect to the subject matter hereof and supersede any and all prior agreements, arrangements and understandings among the parties

with respect to the subject matter hereof.

Section 9.15

Jurisdiction of Disputes. In the event any party to this Agreement commences any Litigation, proceeding or other legal action

in connection with or relating to the negotiation, exploration, due diligence with respect to or entering into of this Agreement or any

matters described or contemplated herein, the parties to this Agreement hereby (A) agree that any such Litigation, proceeding or other

legal action shall be instituted exclusively in the Chancery Court in the State of Delaware (or, if the Chancery Court of the State of

Delaware declines to accept jurisdiction over a particular matter, any state or U.S. federal court within the State of Delaware) and that

a final, non-appealable judgment in any Litigation, proceeding or other legal action so brought shall be conclusive and may be enforced

by suit on the judgment or in any other manner provided by Law; (B) agree that in the event of any such Litigation, proceeding or action,

such parties will consent and submit to personal jurisdiction in any such court described in clause (A) of this Section 9.15

and to service of process upon then in accordance with the rules and statutes governing service of process; (C) agrees not to bring any

such Litigation, proceeding or other legal action in any other court other than the court described in clause (A); (D) agree to waive

to the full extent permitted by Law any objection that they may now or hereafter have to the venue of any such Litigation, proceeding

or action in any such court or that any such Litigation, proceeding or action was brought in an inconvenient forum; (E) agree as an alternative

method of service to service of process in any legal proceeding by mailing of copies thereof to such party at its address set forth in

Section 9.3 for communications to such party; (F) agree that any service made as provided herein shall be effective and binding

service in every respect; and (G) agree that nothing herein shall affect the rights of any party to effect service of process in any other

manner permitted by Law.

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Section 9.16

WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES OF FACT AND LAW, AND THEREFORE,

EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY OTHERWISE HAVE TO A TRIAL BY JURY IN RESPECT OF

ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE NEGOTIATION, EXPLORATION, DUE DILIGENCE WITH RESPECT TO OR ENTERING

INTO OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE,

AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION,

SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES

THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND

CERTIFICATIONS IN THIS SECTION 9.16.

Section 9.17

Disclosure Letters. Disclosure of any fact or item in any section or subsection of the Maverick Disclosure Letter or the

Parent Disclosure Letter with respect to the correspondingly numbered representation, warranty or covenant of the Maverick TopCos or Parent,

as applicable, in this Agreement shall be deemed to have been disclosed with respect to every other representation, warranty or covenant

of the Maverick TopCos or Parent, as applicable, in this Agreement in respect of which the applicability of such disclosure is reasonably

apparent on its face. The inclusion of information in the Maverick Disclosure Letter or the Parent Disclosure Letter shall not be construed

as an admission that such information is material to any of the Acquired Companies or to any of Parent or its Subsidiaries, as applicable.

In addition, matters reflected in the Maverick Disclosure Letter or the Parent Disclosure Letter are not necessarily limited to matters

required by this Agreement to be reflected in the Maverick Disclosure Letter or the Parent Disclosure Letter. Such additional matters

are set forth for informational purposes only and do not necessarily include other matters of a similar nature. Neither the specifications

of any dollar amount in any representation, warranty or covenant contained in this Agreement nor the inclusion of any specific item in

the Maverick Disclosure Letter or the Parent Disclosure Letter is intended to imply that such amount, or higher or lower amounts, or the

item so included or other items, are or are not material, and shall not be construed as an admission of liability or responsibility under

any Law or in any dispute or controversy. Further, neither the specification of any item or matter in any representation, warranty or

covenant contained in this Agreement nor the inclusion of any specific item in the Maverick Disclosure Letter or the Parent Disclosure

Letter is intended to imply that such item or matter, or other items or matters, are or are not in the ordinary course of business (except

where expressly stated in the relevant representation, warranty or covenant), and shall not be construed as an admission of liability

or responsibility under any Law or in any dispute or controversy.

Section 9.18

Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction

shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the

offending term or provision in any other situation or in any other situation or in any other jurisdiction. If the

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final judgment of a court of competent jurisdiction declares that

any term or provision hereof is invalid or unenforceable, all other conditions and provisions of this Agreement shall nevertheless remain

in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced,

the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely

as possible to the fullest extent permitted by applicable Law in an acceptable manner in order that the transactions contemplated hereby

are consummated as originally contemplated to the greatest extent possible.

Section 9.19

Construction. The parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity

or question of intent or interpretation arises, the language shall be construed as mutually chosen by the parties to express their mutual

intent, and no rule of strict construction shall be applied against any party. Any reference to any federal, state, local or foreign statute

or Law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.

Section 9.20

Waiver of Conflicts.

(a)

Parent waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Maverick Surviving

Companies and their Subsidiaries, to waive and not assert, any conflict of interest arising out of or relating to the representation,

after the Closing (the “Post-Closing Representation”), of each and any Maverick OpCo Holder, Class A Maverick PropCo

Holder and any of their respective Affiliates, equityholders, officers, employees or directors (any such Person, a “Designated

Person”) in any matter involving this Agreement or any other agreements or transactions contemplated hereby (including matters

in which the interests of the Maverick OpCo Holders, the Class A Maverick PropCo Holders or any of their respective Affiliates may be

directly adverse to Parent and its Affiliates), by any legal counsel currently representing any Designated Person in connection with this

Agreement or the transactions contemplated hereby listed on Section 9.20(a) of the Maverick Disclosure Letter, including Wachtell, Lipton,

Rosen & Katz (any such representation, the “Current Representation”).

(b)

Parent waives and will not assert, and agrees to cause its Affiliates, including, following the Closing, the Maverick Surviving

Companies and their Subsidiaries, to waive and not assert, any attorney-client or other applicable legal privilege or protection with

respect to any communication between any legal counsel and any Designated Person occurring during the Current Representation (the “Privileged

Communications”) or in connection with any Post-Closing Representation, including in connection with a dispute with Parent or

its Affiliates (including, following the Closing, any Acquired Company or any of its Subsidiaries), it being the intention of the parties

that all such rights to such attorney-client and other applicable legal privilege or protection and to control such attorney-client and

other applicable legal privilege or protection shall be retained by the Maverick OpCo Holders, the Class A Maverick PropCo Holders and

their respective Affiliates and that the Maverick OpCo Holders, the Class A Maverick PropCo Holders and their respective Affiliates, and

not Parent or its Affiliates or the Maverick Surviving Companies and their Subsidiaries, shall have the sole right to decide whether or

not to waive any attorney-client or other applicable legal privilege or protection. Accordingly, from and after the Closing, none of Parent

or its Affiliates, including the Maverick

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Surviving

Companies and their Subsidiaries, shall have any access to any such communications or to the files of the Current Representation, all

of which shall be and remain the property of the Maverick OpCo Holders and the Class A Maverick PropCo Holders and not of Parent or its

Affiliates (including the Maverick Surviving Companies and their Subsidiaries) or to internal counsel relating to the Current Representation,

and none of Parent or its Affiliates, including, following the Closing, the Maverick Surviving Companies and their Subsidiaries, or any

Person acting or purporting to act on their behalf shall seek to obtain the same by any process. Notwithstanding the foregoing, in the

event that a dispute arises between Parent or its Affiliates, including, following the Closing, the Acquired Companies, on the one hand,

and a third party other than the Maverick OpCo Holders or the Class A Maverick PropCo Holders or their respective Affiliates, on the

other hand, Parent or its Affiliates may assert the attorney-client privilege to prevent the disclosure of the Privileged Communications

to such third party; provided, however, that neither Parent nor any of its Affiliates, nor, following the Closing, the Acquired

Companies, may waive such privilege without the prior written consent of Holder Representative (which consent may be granted or withheld

in the sole and absolute discretion of Holder Representative, for any reason or no reason).

Section 9.21

Debt Financing Sources. Notwithstanding anything in this Agreement

to the contrary, each of the parties hereto on behalf of itself and each of its Affiliates hereby: (a) agrees that any legal action (whether

in Law or in equity, whether in contract or in tort or otherwise) involving the Debt Financing Sources arising out of or relating to this

Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Fee Letter, the Debt Financing Agreements or any of the

transactions contemplated hereby or thereby or the performance of any services thereunder, shall be subject to the exclusive jurisdiction

of any federal or state court in the Borough of Manhattan, New York, New York, so long as such forum is and remains available and any

appellate court thereof (each such court, the “Subject Courts”) and each party hereto irrevocably submits itself and

its property with respect to any such legal action to the exclusive jurisdiction of such Subject Courts and agrees that any such legal

action shall be governed by, and construed in accordance with, the Laws of the State of New York (without giving effect to any conflicts

of law principles that would result in the application of the laws of another state), except as otherwise provided in any agreement relating

to the Debt Financing, including with respect to (i) the interpretation of the definition of Acquired Companies Material Adverse Effect

(and whether or not an Acquired Companies Material Adverse Effect has occurred), (ii) the determination of the accuracy of any “specified

acquisition agreement representation” (as such term or similar term is defined in the Debt Commitment Letter) and whether as a result

of any inaccuracy thereof Parent or any of its Affiliates has the right to terminate its or their obligations hereunder pursuant to Section 8.1(d)

or decline to consummate the Closing as a result thereof pursuant to Section 6.1 and (iii) the determination of whether the

Closing has been consummated in all material respects in accordance with the terms hereof, which shall in each case be governed by and

construed in accordance with the Laws of the State of Delaware, without giving effect to any choice or conflict of Law provision or rule

that would cause the application of Laws of any other jurisdiction, (b) agrees not to bring or support or permit any of its Affiliates

to bring or support any legal action (including any action, cause of action, claim, cross-claim or third party claim of any kind or description,

whether in Law or in equity, whether in Contract or in tort or otherwise), against the Debt Financing Sources in any way arising out of

or relating to this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing Agreements or any of the transactions

contemplated hereby or thereby

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or the

performance of any services thereunder in any forum other than any Subject Court, (c) irrevocably waives, to the fullest extent that

it may effectively do so, the defense of an inconvenient forum to the maintenance of such legal action in any such Subject Court, (d)

knowingly, intentionally and voluntarily waives to the fullest extent permitted by applicable Law trial by jury in any legal action brought

against the Debt Financing Sources in any way arising out of or relating to this Agreement, the Debt Financing, the Debt Commitment Letter,

the Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder,

(e) agrees that none of the Debt Financing Sources will have any liability to any of Holder Representative, the Acquired Companies or

their respective Affiliates relating to or arising out of this Agreement, the Debt Financing, the Debt Commitment Letter, the Debt Financing

Agreements or any of the transactions contemplated hereby or thereby or the performance of any services thereunder and that none of Holder

Representative, the Acquired Companies or any of their respective Affiliates shall bring or support any legal action (including any action,

cause of action, claim, cross-claim or third party claim of any kind or description, whether in Law or in equity, whether in contract

or in tort or otherwise), against any of the Debt Financing Sources relating to or in any way arising out of this Agreement, the Debt

Financing, the Debt Commitment Letter, the Debt Financing Agreements or any of the transactions contemplated hereby or thereby or the

performance of any services thereunder, (f) waives, and agrees not to assert, by way of motion or as a defense, counterclaim or otherwise,

in any legal action involving any Debt Financing Source or the transactions contemplated hereby, any claim that it is not personally

subject to the jurisdiction of the Subject Courts as described herein for any reason, and (g) agrees (i) that the Debt Financing Sources

are express third party beneficiaries of, and may enforce, any of the provisions in this Section 9.21 (or the definitions

of any terms used in this Section 9.21) and (ii) to the extent any amendments to any provision of this Section 9.21

(or, solely as they relate to such Section, the definitions of any terms used in this Section 9.21) are materially adverse

to the Debt Financing Sources, such provisions shall not be amended without the prior written consent of the Debt Financing Sources that

have a consent right over such amendments pursuant to the Debt Commitment Letter. Notwithstanding anything contained herein to the contrary,

nothing in this Section 9.21 shall in any way affect any party’s or any of their respective Affiliates’ rights

and remedies under any binding agreement to which a Debt Financing Source is a party, including the Debt Commitment Letter, or the rights

of the Acquired Companies and their respective Subsidiaries against the Debt Financing Sources with respect to the Debt Financing or

any of the transactions contemplated thereby or any services thereunder following the Closing Date.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have

caused this Agreement to be executed and delivered as of the date first above written.

JRD UNICO, INC.

By:

/s/ Richard Kirschner

Name:

Richard Kirschner

Title:

Chief Executive Officer

WAREHOUSE REALTY, LLC

By:

/s/ Richard Kirschner

Name:

Richard Kirschner

Title:

Chief Executive Officer

KI ATLANTIC HOLDINGS LIMITED

By:

/s/ Marc Menashe

Name:

Marc Menashe

Title:

Authorized Signatory

By:

/s/ Greg Roediger

Name:

Greg Roediger

Title:

Authorized Signatory

SYSCO CORPORATION

By:

/s/ Kevin Hourican

Name:

Kevin Hourican

Title:

Chief Executive Officer

NEW SLIDER HOLDCO, INC.

By:

/s/ Andrew Wurdack

Name:

Andrew Wurdack

Title:

Secretary

SLIDER MERGER SUB 1, INC.

By:

/s/ Andrew Wurdack

Name:

Andrew Wurdack

Title:

Secretary

SLIDER MERGER SUB 2, INC.

By:

/s/ Andrew Wurdack

Name:

Andrew Wurdack

Title:

Secretary

SLIDER MERGER SUB 3, LLC

By:

/s/ Andrew Wurdack

Name:

Andrew Wurdack

Title:

Secretary

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: eh260755710_ex1001.htm · Sequence: 3

EXHIBIT 10.1

EXECUTION VERSION

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE

IT IS (i) NOT MATERIAL AND (ii) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. REDACTED INFORMATION IS MARKED WITH

A [***]. CERTAIN SCHEDULES OR SIMILAR ATTACHMENTS HAVE BEEN OMITTED FROM THIS EXHIBIT IN ACCORDANCE WITH ITEM 601(a)(5) of REGULATION

S-K.

STOCKHOLDERS AGREEMENT

Dated as of March 30, 2026

TABLE OF CONTENTS

ARTICLE I GOVERNANCE

1.1 Composition of the Board of Directors at the Closing

1.2 Continuing Composition of the Board of Directors

1.3 Qualifications of Ki Designees

1.4 No Adverse Action; Voting Agreement

1.5 Termination of Board Designation Rights

1.6 Information Rights

ARTICLE II TRANSFERS; STANDSTILL PROVISIONS

2.1 Transfer Restrictions

2.2 Standstill Provisions

ARTICLE III NON-COMPETITION; NON-SOLICIT; NON-DISPARAGEMENT

3.1 Non-Competition; Non-Solicit; Non-Disparagement

3.2 Outside Activities

ARTICLE IV REPRESENTATIONS AND WARRANTIES

4.1 Representations and Warranties of the Investors

4.2 Representations and Warranties of the Company

ARTICLE V REGISTRATION RIGHTS

5.1 Demand Registrations

5.2 Piggyback Registrations

5.3 Shelf Registration Statement

5.4 Withdrawal Rights

5.5 Holdback Agreements

5.6 Registration Procedures

5.7 Registration Expenses

5.8 Miscellaneous

5.9 Registration Indemnification

ARTICLE VI DEFINITIONS

6.1 Defined Terms

6.2 Interpretation

ARTICLE VII MISCELLANEOUS

7.1 Term

7.2 Notices

7.3 Investor Actions

7.4 Amendments and Waivers

7.5 Successors and Assigns

7.6 Recapitalizations, Exchanges Affecting the Registrable Securities; Other Transactions

7.7 Severability

7.8 Counterparts

7.9 Entire Agreement

7.10 Governing Law; Jurisdiction; WAIVER OF JURY TRIAL

7.11 Specific Performance

7.12 No Third Party Beneficiaries

7.13 No Inconsistent Agreements

7.14 No Affiliation

7.15 No Recourse

Schedules and Exhibits

Schedule I

K Family Members

Schedule II

Certain Voting Matters

Schedule III

Prohibited Entities

Schedule IV

Prohibited Senior Managers

Schedule 4.1(f)

Beneficial Ownership of Voting Securities

Schedule 4.1(g)

Current Business

Exhibit A

Form of Joinder

This STOCKHOLDERS AGREEMENT, dated as of March

30, 2026, (this “Agreement”), by and among (a) New Slider Holdco, Inc., a Delaware corporation (the “Company”),

(b) Ki Atlantic Holdings Limited, a private limited company incorporated in Jersey (the “Ki Holder”), (c) Jupiter

LP Coinvest LLC, Jupiter LP Side Coinvest LLC, Jupiter CEO Coinvest LLC, Jupiter Roll Holdings LLC, Green Equity Investors CF IV-A, L.P.,

Green Equity Investors CF IV-C, L.P., LGP Associates CF IV, LLC, Green Equity Investors CF IV J, L.P., GEI Jupiter Holdings J, L.P.,

GEI IX Jupiter Aggregator, LLC, and Green Equity Investors Side IX, L.P. (collectively, “LGP”), (d) Platinum Falcon

B 2018 RSC Limited (“PF”), (e) each of the stockholders whose name appears on the signature pages hereto and any

other person who becomes a party hereto, including pursuant to Section 2.1(b)(i) (clauses (b)-(e), collectively, the “Investors”)

and (f) solely for purposes of Section 1.4, Section 2.1, Section 2.2, Article III, Article IV,

Article V, Section 6.1, Section 7.1 and Section 7.3 and Section 7.5, the persons set

forth on Schedule I (the “K Family Members”).

W I T N E S S E T H:

WHEREAS, concurrently herewith, Sysco Corporation,

a Delaware corporation (“Parent”), the Company, Slider Merger Sub 1, Inc., a Delaware corporation (“Merger

Sub 1”), Slider Merger Sub 2, Inc., a Delaware corporation (“Merger Sub 2”), Slider Merger Sub 3, LLC, a

Delaware limited liability company (“Merger Sub 3”), JRD Unico, Inc., a Delaware corporation (“Maverick OpCo”),

Warehouse Realty, LLC, a Delaware limited liability company (“Maverick PropCo”), and the Ki Holder, solely in its

capacity as the initial Holder Representative thereunder (“Holder Representative”), are entering into an Agreement

and Plan of Merger (as it may be amended from time to time, the “Merger Agreement”) pursuant to which, among other

things, (a) Merger Sub 1 shall merge with and into Parent (the “Parent Merger”), with Parent continuing as the

surviving entity and a wholly owned Subsidiary of the Company, (b) substantially concurrently with the Parent Merger, Merger Sub 2 shall

merge with and into Maverick OpCo (the “OpCo Merger”), with Maverick OpCo continuing as the surviving company and

a wholly owned Subsidiary of the Company, and (c) immediately following the OpCo Merger, Merger Sub 3 shall merge with and into

Maverick PropCo (the “PropCo Merger”, and collectively with the Parent Merger and the OpCo Merger, the “Mergers”),

with Maverick PropCo continuing as the surviving company and a wholly owned Subsidiary of the Company, in each case, subject to the terms

and subject to the conditions set forth in the Merger Agreement, and in connection with the Mergers and the other related transactions,

the Holders (as defined below) will receive such number of shares of common stock, par value $1.00 per share, of the Company (the “Holdco

Common Stock”, and the shares of Holdco Common Stock received by the Holders in the Mergers, the “Shares”)

set forth in the Merger Agreement; and

WHEREAS, each of the parties hereto wishes to

set forth in this Agreement certain terms and conditions regarding the Holders’ ownership of the Shares.

NOW, THEREFORE, in consideration of the mutual

covenants, representations, warranties and agreements contained in this Agreement, and other good and valuable consideration, the receipt

and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

ARTICLE I

GOVERNANCE

1.1

Composition of the Board of Directors at the Closing. On or prior to the date of Closing, (i) the Company’s board

of directors (the “Board”) shall take all action necessary and appropriate (including by amending the bylaws of the

Company, if necessary) to cause the number of directors on the Board to be increased by two and (ii) the Board shall appoint Sir

Bradley Fried and Stanley Fleishman as the initial Ki Designees (as defined below) to serve as directors of the Board.

1.2

Continuing Composition of the Board of Directors.

(a)

Following the Closing, subject to the other provisions of this Section 1.2, including Section 1.2(b) and

Section 1.3, at each annual or special meeting of the stockholders of the Company at which (or action by written consent pursuant

to which) directors are to be elected to the Board (each such director, a “Director”) the Company (by or at the direction

of the Board or a duly authorized committee thereof) will nominate and use its reasonable best efforts (which shall, subject to Applicable

Law, include the inclusion in any proxy statement prepared, used, delivered or publicly filed by the Company to solicit the vote of its

stockholders in connection with any such meeting (or action by written consent) the recommendation of the Board that stockholders of the

Company vote in favor of the slate of directors, including the Ki Designee(s)) to cause the Company’s stockholders to elect to the

Board a slate of Directors which includes (i) until the time upon which the Ki Holder and its Controlled Affiliates cease to Beneficially

Own, in the aggregate, at least 8% of the outstanding Voting Securities (the “Initial Board Step-Down Event”), two

Ki Designees who meet the Designee Qualifications (and for any replacement Ki Designee, the requirements set forth in Section 1.2(c))

and (ii) upon the Initial Board Step-Down Event, one Ki Designee who meets the Designee Qualifications (and for any replacement Ki

Designee, the requirements set forth in Section 1.2(c)). At any time if the Ki Holder and its Controlled Affiliates Beneficially

Own, in the aggregate, less than 5% of the outstanding Voting Securities (a “Final Board Step-Down Event”), the Company

shall not be required to nominate (and the Ki Holder shall not have the right to designate) any Ki Designee for election or appointment

to the Board.

(b)

Upon reasonable prior written notice by the Company, the Ki Holder shall notify the Company of the identity of the proposed Ki

Designee(s) in writing, on or before the time such information is reasonably requested by the Board for inclusion in a proxy statement

for a meeting of stockholders (but in no event less than ninety days prior to the date of the meeting of stockholders of the Company to

be called for the purpose of electing directors, provided, that the Ki Holder is notified in writing of the date of such meeting

at least one hundred twenty days in advance thereof), together with all information about the proposed Ki Designee(s) as shall be reasonably

requested by the Board and of the type of information requested by the Board of any other person nominated for election to the Board (including,

at a minimum, any information regarding the proposed Ki Designee(s) to the extent required by applicable securities laws or for any other

person nominated for election to the Board). In the event the Ki Holder does not so notify the Board, the then-serving Ki Directors shall

be deemed to be the Ki Designees for purposes of the upcoming election.

(c)

Subject to Section 1.2(b) and Section 1.3, so long as no Final Board Step-Down Event has occurred, in

the event of the death, disability, removal, failure to be elected or resignation of a Ki Director, the Board will promptly appoint as

a replacement Ki Director, a Ki Designee designated by the Ki Holder who meets the Designee Qualifications to fill the resulting vacancy,

and such individual shall then be deemed a Ki Director for all purposes hereunder; provided, that any such replacement Ki Director

shall require approval (not to be unreasonably withheld) of the Corporate Governance and Nominating Committee and a majority of non-Ki

Designee Directors, on the basis that a Ki Designee who satisfies the Designee Qualifications should be approved absent a significant

and adverse concern by the Corporate Governance and Nominating Committee and a majority of such non-Ki Designee Directors, acting in good

faith and taking into account the nomination rights by the Ki Holder contained herein (the “Vetting Procedure”); provided,

further, without limiting the rights of the Ki Holder under this Section 1.2 with respect to subsequent annual or special

meetings of the stockholders of the Company at which directors are to be elected to the Board, in the event of the failure of a Ki Designee

to be elected to the Board at any annual or special meeting of the stockholders of the Company at which such Ki Designee stood for election

but was nevertheless not elected, neither the Company nor the Board shall be under any obligation to appoint such Ki Designee to the Board,

but the Ki Holder shall be entitled to designate a different Ki Designee who the Ki Holder reasonably expects to meet the Designee Qualifications

for appointment as a replacement Ki Director, subject to the terms of this Section 1.2. If any such replacement Ki Designee proposed

by the Ki Holder does not qualify pursuant to the Vetting Procedure, the Ki Holder shall withdraw the designation of the proposed Ki Designee,

and, so long as no Final Board Step-Down Event has occurred, the Ki Holder shall have the right to designate another individual who the

Ki Holder reasonably expects to meet the Designee Qualifications as the replacement Ki Designee (which process may be repeated until such

time as the replacement Ki Designee satisfies the applicable Designee Qualifications and Vetting Procedure), subject in each case to Section

1.2(b). To the fullest extent permitted by Applicable Law, the Ki Holder shall have the right at any time and from time to time to

cause each Ki Director to promptly tender his or her resignation from the Board and to be replaced by a new Ki Director, subject to the

terms of this Agreement.

(d)

The Company will at all times provide the Ki Director(s) (in his or her capacity as a member of the Board) with the same rights

to indemnification and exculpation that it provides to the other non-employee directors, including on the terms of the Company’s

indemnification agreements entered into with other non-employee directors. The Company acknowledges and agrees that any such obligations

to indemnify or advance expenses to a Ki Director in his or her capacity as such, for the matters covered by such indemnification obligations

shall be the primary source of indemnification and advancement of such Ki Director in connection therewith, and any right to indemnification

or advancement of expenses that a Ki Director may have from the Ki Holder shall be secondary. Any Ki Director shall be subject to the

same policies applied generally to non-employee Directors as in effect from time to time, including with respect to compensation and

expense reimbursement.

1.3

Qualifications of Ki Designees.

(a)

Notwithstanding the provisions of this Article I, each Ki Designee shall, at the time of his or her nomination or appointment

as Director and at all times thereafter until such Ki Designee ceases to serve as a Director:

(i)

meet and comply with any and all policies, procedures, processes, codes, rules, standards and guidelines of the Company to the

extent applicable to all non-employee Directors, including the Company’s code of business conduct and ethics, securities trading

policies and corporate governance guidelines;

(ii)

not be involved in any of the events enumerated in Item 2(d) or (e) of Schedule 13D under the Exchange Act or Item 401(f)

of Regulation S-K under the Securities Act;

(iii)

not be subject to any order, decree or judgment of any Governmental Authority of competent jurisdiction prohibiting service as

a director of any public company;

(iv)

not be an employee, officer or director of any Prohibited Entity (unless otherwise agreed to in writing by the Company); and

(v)

be “independent” within the meaning of the Exchange Act’s rules and regulations and Rule 10A-3 promulgated under

the Exchange Act (unless otherwise agreed to in writing by the Company).

(b)

Each Ki Designee, as a condition to his or her initial appointment or election to the Board and any re-nomination for election

to the Board, must be willing to be interviewed by the Corporate Governance and Nominating Committee, on the same basis as any other new

or returning, as applicable, candidate for appointment or election to the Board to the extent all other new or returning, as applicable,

candidates for election to the Board are interviewed; provided, that any new Ki Designee must satisfy the Vetting Procedure. Each

Ki Designee shall deliver such questionnaires and otherwise provide such information as are reasonably requested by the Company in connection

with assessing qualification, independence and other criteria applicable to Directors, or required to be provided by Directors or candidates

for director for inclusion in a proxy statement or other filing required by Applicable Law and the rules of the Exchange, in each case

to the same extent requested or required of all other candidates for appointment or election to the Board. The Board shall consider appropriate

appointments for each Ki Director to the committees of the Board, in an equitable manner and on the same basis as all Directors being

appointed to such committees, taking into account such Ki Director’s experience, qualifications, and other considerations relevant

under such committee’s charter and Applicable Law, it being agreed that a Ki Director shall be entitled to be on each of the Corporate

Governance and Nominating Committee and the Compensation Committee, with the Board determining which Ki Director shall serve on which

committee at any time there are two Ki Directors serving on the Board (in each case, unless no Ki Director is eligible to serve on such

committee under applicable stock exchange rules and customary independence and/or other eligibility criteria required for membership on

such committee that the Board applies to all

Directors serving on such committee). If any Ki Director is designated

a member of any committee of the Board pursuant to the prior sentence or otherwise, the Board may require additional questionnaires and

information, as are required or reasonably requested from each other non-Ki Director candidate for appointment to such committee, from

such Ki Director assessing whether such Ki Director satisfies the qualifications, independence and/or other criteria required for membership

of such committee.

(c)

The requirements set forth in this Section 1.3 are referred to, collectively, as the “Designee Qualifications.”

If the Board or any duly-authorized committee thereof determines in good faith that any Ki Designee does not meet the applicable Designee

Qualifications, the Ki Holder shall withdraw the designation of the proposed Ki Designee, and, so long as no Final Board Step-Down Event

has occurred, the Ki Holder shall have the right to designate another individual as the replacement Ki Designee (which process may be

repeated until such time as the replacement Ki Designee satisfies the applicable Designee Qualifications).

1.4

No Adverse Action; Voting Agreement.

(a)

Until a Final Board Step-Down Event occurs, without the prior consent of the Ki Holder, the Company shall not take any action to

cause the amendment of its charter or bylaws such that the Ki Holder’s rights under this Article I would not be given

full effect; provided that, for the avoidance of doubt, the foregoing shall not prohibit any increase or decrease in the size of

the Board to the extent such decrease does not affect the Ki Holder’s rights to designate Ki Designees to the Board.

(b)

Until a Final Board Step-Down Event occurs, subject to compliance by the Company and the Board with Section 1.2 and Section

1.3, the Ki Holder and each of the K Family Members agrees to vote or cause to be voted each Voting Security Beneficially Owned by

the Ki Holder, the K Family Members and their respective Affiliates (including, if applicable, through the execution of one or more written

consents if stockholders of the Company are requested to vote through the execution of an action by written consent in lieu of any such

annual or special meeting of stockholders of the Company): (i) in favor of (x) all those persons nominated to serve as directors

of the Company by the Board and (y) any Board proposal to adopt or amend a Company equity compensation plan, any “say-on-pay”

proposal, any “say-on-frequency” proposal or any “say-on-golden-parachute” proposal; (ii) with respect to

any other person nominated to serve as a director of the Company, in accordance with the recommendation of the Board; (iii) against any

other action, proposal or other matter to be voted upon by the stockholders of the Company (including through action by written consent)

proposed by an Activist Stockholder or pursuant to Rule 14a-8 that the Board recommends against, other than any proposal addressing a

matter set forth on Schedule II; and (iv) otherwise in their individual discretion.

(c)

At any time that the number of Voting Securities Beneficially Owned by the Ki Holder, the K Family Members and their respective

Affiliates, in the aggregate, exceeds (including as a result of the Company or any of its Subsidiaries repurchasing, redeeming or buying

back any shares of Voting Securities) 14.9% of the outstanding Voting Securities (the “Maximum Voting Percentage”),

the Ki Holder and each of the K Family Members agrees to vote or cause to be voted each Voting Security Beneficially Owned by the Ki Holder,

the K

Family Members and their respective Affiliates (including, if

applicable, through the execution of one or more written consents if stockholders of the Company are requested to vote through the

execution of an action by written consent in lieu of such annual or special meeting of stockholders of the Company) in excess of the

Maximum Voting Percentage in accordance with the recommendation of the Board; provided, that the foregoing shall not apply to

any action, proposal or other matter relating to (i) any merger, business combination, change in control transaction or similar

acquisition, investment or extraordinary transaction or (ii) any amendment of the Company’s certificate of incorporation or

bylaws that would adversely affect rights of the Ki Holder or the K Family Members. The obligations set forth in this paragraph, Section

2.2(b)(ii) and Section 2.2(d) shall be subject to the provision by the Company (if requested of the Company by the Ki

Holder or K Family Member), in a timely manner, of information regarding the Company’s total outstanding Voting Securities, to

permit the Ki Holder and K Family Members to comply with such provisions.

(d)

Until a Final Board Step-Down Event occurs, at any annual or special meeting of stockholders of the Company, the Ki Holder and

each of the K Family Members shall cause all of the Voting Securities Beneficially Owned by the Ki Holder, the K Family Members and their

Affiliates to be present in person or by proxy for quorum purposes.

1.5

Termination of Board Designation Rights.

(a)

Promptly upon the occurrence of the Initial Board Step-Down Event, if there is more than one Ki Director on the Board, unless otherwise

consented to by a majority of the non-Ki Director members of the Board and the Ki Holder, the Ki Holder shall cause one Ki Director (as

determined by the Ki Holder in its sole discretion) to immediately resign from the Board, and the Ki Holder shall have no right to appoint

a replacement Ki Director (or Ki Designee) pursuant to this Article I.

(b)

Promptly upon the occurrence of the Final Board Step-Down Event, unless otherwise consented to by a majority of the non-Ki Director

members of the Board and the Ki Holder, the Ki Holder shall cause the remaining Ki Directors to immediately resign from the Board, and

the Ki Holder shall have no right to appoint a replacement Ki Director (or Ki Designee) pursuant to this Article I.

1.6

Information Rights.

(a)

Subject to Section 1.6(b), prior to a Final Board Step-Down Event, (i) the Company and its Subsidiaries will prepare

and provide, or cause to be prepared and provided, to each Ki Director (in each case in his or her capacity as such), if any, any information,

and access to any information, relating to the management, operations and finances of the Company and its Subsidiaries as and when provided

to other non-employee Directors of the Company, (ii) the Company and its Subsidiaries will give notice of each meeting of any committee

of the Board (at the same time as such notice is provided to any committee member) (x) to each Ki Director to the extent such Ki Director

is a member of such committee or (y) to the extent notice for such meeting is provided to all of the Directors who are not members of

such committee for such meeting (and in the case of clause (y), each Ki Director shall be permitted to attend such committee meeting as

a non-voting observer) and (iii) the Company and its Subsidiaries will

provide information to the Ki Directors for each meeting of any

committee of the Board (x) to the extent such Ki Director is a member of such committee or (y) to the extent such information is provided

to all of the Directors who are not members of such committee for such meeting, in each case, simultaneously as such information is provided

to other Directors; provided that the Board shall retain the right, to the extent consistent with its policies and procedures in

effect as of the date hereof applicable to all Directors, to omit to provide the Ki Directors with materials and information to the extent

relating to, and to exclude the Ki Directors from meetings and discussions of the Board or any committee thereof (including a special

committee or similar committee) to the extent held for the purpose of considering, a conflict of interest with the Ki Holder or any of

its Affiliates or any matter in which the Company or any of its Subsidiaries is adverse to the Ki Holder or any of its Affiliates.

(b)

In furtherance of and not in limitation of any other similar agreement such party or any of its Representatives (as defined below)

or Affiliates may have with the Company or its Subsidiaries or Maverick OpCo or Maverick PropCo or their respective Affiliates, the Ki

Holder hereby agrees that all Confidential Information with respect to the Company, its Subsidiaries and its and their businesses, finances

and operations that may be furnished to the Ki Holder or any of its Representatives (as defined below) by or on behalf of the Company

or any of its representatives or any Ki Director shall be kept confidential by the Ki Holder and its Representatives and shall not be

disclosed by the Ki Holder or any of its Representatives in any manner whatsoever, except as permitted by this Section 1.6(b).

Any Confidential Information may be disclosed:

(i)

by the Ki Holder (x) to any of its Affiliates, (y) to its and its Affiliate’s respective directors, managers, officers,

employees and authorized representatives (including attorneys, accountants, consultants, bankers and financial advisors thereof) and (z) to

any of its current or prospective direct or indirect general partners, limited partners, members, equityholders, trustees or management

companies, or any of its former direct or indirect general partner, limited partner, member, equityholder, trustee or management company

which retained an economic interest in it (or any employee, attorney, accountant, consultant, banker or financial advisor or representative

of any of the foregoing) (each of the Persons described in clauses (x), (y) and (z), collectively, “Representatives”),

in each case, solely if and to the extent any Representative needs to be provided such Confidential Information to assist the Ki Holder

(or its Affiliates) in monitoring, administering, managing, evaluating or reviewing its existing or prospective direct or indirect investment

in the Company, including in connection with the disposition thereof, and each Representative of the Ki Holder shall be deemed to be bound

by the provisions of this Section 1.6(b) and the Ki Holder shall be responsible for any breach of this Section 1.6(b)

(or such other agreement or obligation, as applicable) by any such Representative;

(ii)

by the Ki Holder or any of its Representatives to the extent the Company consents in writing;

(iii)

by the Ki Holder or any of its Representatives to a potential Transferee (so long as such Transfer is permitted hereunder); provided

that such potential Transferee agrees to be bound by the provisions of this Section 1.6(b) (or a confidentiality agreement

having restrictions substantially similar to this Section 1.6(b)) and, until such time as such potential Transferee has agreed

to be bound the provisions of this Section 1.6(b) or has such

a confidentiality agreement with the Company, the Ki Holder shall

be responsible for any breach of this Section 1.6(b) by any such potential Transferee and remain liable for any breach of

any such provisions by such potential Transferee; and

(iv)

by the Ki Holder or any of its Representatives to the extent that the Ki Holder or any such applicable Representative has received

advice from its counsel (including in-house counsel) that it is legally compelled to do so or is required to do so to comply with Applicable

Law or legal process or Governmental Authority request or the rules of any securities exchange or the rules and regulations of any SRO;

provided that prior to making such disclosure, such Person uses commercially reasonable efforts to preserve the confidentiality

of the Confidential Information to the extent permitted by Applicable Law, including, to the extent reasonably practicable and permitted

by Applicable Law, (A) consulting with the Company regarding such disclosure and (B) if reasonably requested by the Company,

assisting the Company, at the Company’s expense, in seeking a protective order to limit the scope of or prevent the requested disclosure;

provided, further, that the Ki Holder or such applicable Representative, as the case may be, uses reasonable best efforts

to disclose only that portion of the Confidential Information as is requested by the applicable Governmental Authority or as is, based

on the advice of its counsel (including in-house counsel), legally required, compelled or so requested.

Notwithstanding anything to the contrary herein, each of the parties hereto

hereby consents to each Ki Director sharing any information such Ki Director (in his or her capacity as such) receives from the Company

and its Representatives with the Ki Holder and its Representatives (in the case of Representatives, solely if and to the extent permitted

by Section 1.6(b)(i); provided, however, such Ki Director shall not share any such information with the Ki Holder

and its Representatives if the Company has notified such Ki Director that the Company reasonably believes, based on the advice of counsel

for the Company, that to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information.

ARTICLE II

TRANSFERS; STANDSTILL PROVISIONS

2.1

Transfer Restrictions.

(a)

Other than solely in the case of a Permitted Transfer, (i) the Ki Holder and each of the K Family Members shall not Transfer any

Shares held by the Ki Holder or the K Family Members (A) until the date that is eighteen (18) months after the Closing Date and (B) in

excess of 50% of the Shares held by the Ki Holder and K Family Members as of the Closing Date in the aggregate until the date that is

twenty-four (24) months after the Closing Date; provided, that with respect to the Ki Holder and each of the K Family Members,

in no event shall an Applicable Restricted Period (as defined below) extend beyond the Final Board Step-Down Event, and (ii) each of LGP

and PF shall not Transfer any Shares held by LGP or PF, respectively, until the date that is six (6) months after the Closing Date

(each such period, an “Applicable Restricted Period”).

(b)

“Permitted Transfers” mean, in each case, so long as such Transfer is in accordance with Applicable Law:

(i)

a Transfer to a Permitted Transferee of the applicable Investor or K Family Member;

(ii)

a Transfer (x) solely to tender into a tender or exchange offer commenced (1) by a third party (which tender or exchange offer

is not in violation of this Agreement) or (2) by the Company, (y) in any merger or consolidation or other business combination, or (z)

in any Pro Rata Transaction; provided that, in each case (other than in the case of clause (x)(2)), the Board has affirmatively

publicly recommended to the Company’s stockholders that such stockholders tender into such offer or approve such merger, consolidation

or other business combination and has not publicly withdrawn or changed such recommendation; or

(iii)

a Transfer by LGP or PF to the Ki Holder or an Affiliate thereof; provided that, for the avoidance of doubt, any Voting

Securities Transferred pursuant to this clause (iii) shall, following such Transfer, be subject to any rights and obligations of, and

restrictions applicable to, the Ki Holder or such Affiliate with respect to Voting Securities under this Agreement.

(c)

Notwithstanding anything to the contrary contained herein, including Article V hereof and the expiration or inapplicability

of the Applicable Restricted Period, the Ki Holder, the K Family Members and (other than in the case of clause (iii) below) LGP and PF:

(i)

shall not Transfer any Voting Securities other than in accordance with all Applicable Laws and the other terms and conditions of

this Agreement;

(ii)

shall not Transfer any Voting Securities, except in a Permitted Transfer, in one transaction or a series of related transactions

in which any Person or Group, to the knowledge of the Ki Holder, LGP, PF or the K Family Members, as applicable, after giving effect

to such Transfer, would Beneficially Own 4% or more of the Total Voting Power or the Total Economic Interest; provided that the

restriction in this clause (ii) shall not apply to Transfers effected solely through a bona fide Underwritten Offering pursuant to an

exercise of the registration rights provided in Article V;

(iii)

shall not Transfer any Voting Securities, except in a Permitted Transfer, in one transaction or a series of related transactions,

in an amount having an aggregate value of at least $250 million, without first notifying the Company at least three (3) Business Days

in advance of such Transfer, and during such period (x) consulting (to the extent the Company desires to consult) with the Company to

consider the most orderly means of disposing of the shares contemplated to be sold and (y) if so proposed by the Company, discussing in

good faith with the Company a possible sale of the shares on appropriate terms to the Company. This obligation shall terminate upon the

Final Board Step-Down Event; and

(iv)

shall not Transfer any Voting Securities to any Person that, to the knowledge of the Ki Holder, LGP, PF or the K Family Members,

as applicable, is a Restricted Person and, in any Transfer through an underwriter pursuant to an Underwritten

Offering, or through a broker-dealer or other selling agent, in

each case, if such Transfer is a transaction of the type for which such underwriter, broker-dealer or other selling agent would customarily

confirm the identity of the counterparty to such Transfer, the Ki Holder, LGP, PF or K Family Members, as applicable, shall have instructed

the managing underwriter(s), broker-dealer(s) or selling agent(s), as applicable, not to Transfer any shares of Holdco Common Stock

to any Person in such transaction unless such underwriter, broker-dealer or selling agent confirms in a customary manner that such

Person is not a Restricted Person.

(d)

Any Transfer or attempted Transfer of Voting Securities in violation of this Section 2.1 shall, to the fullest extent

permitted by law, be null and void ab initio, and the Company shall not, and shall instruct its transfer agent and other third

parties not to, record or recognize any such purported transaction on the share register of the Company.

(e)

For so long as a Ki Director continues to serve as a Director, the Ki Holder and each of the K Family Members shall be subject

to, and agrees to comply with, all insider trading policies and procedures regarding trading securities of the Company during blackout

periods applicable to all members of the Board, to the same extent as such policies and procedures apply to all other Company Directors.

The Company shall provide notice to the Ki Holder and K Family Members in the same manner and at the same time (and for the avoidance

of doubt, only in the same manner and at the same time) as it does to all Directors with regard to the matters referenced in the preceding

sentence.

(f)

Any certificates for Shares held by the Investors or K Family Members that are subject to the restrictions of this Section 2.1

shall bear a legend or legends (and appropriate comparable notations or other arrangements will be made with respect to any uncertificated

shares) referencing restrictions on Transfer of such Shares under the Securities Act and under this Agreement, which legend shall state

in substance:

“The securities evidenced by this certificate

may not be offered or sold, transferred, pledged, hypothecated or otherwise disposed of except (i) pursuant to an effective registration

statement under the Securities Act of 1933, as amended (the “Securities Act” ), (ii) to the extent applicable,

pursuant to Rule 144 under the Securities Act (or any similar rule under the Securities Act relating to the disposition of securities),

or (iii) pursuant to an available exemption from registration under the Securities Act.

The securities evidenced by this certificate

are subject to restrictions on transfer set forth in a Stockholders Agreement dated as of March 30, 2026, among the Company and certain

other parties thereto (a copy of which is on file with the Secretary of the Company).”

(g)

Notwithstanding the foregoing subsection (f), the holder of any applicable certificate(s) for Shares shall be entitled to receive

from the Company new certificates for a like number of Shares not bearing such legend (or the elimination or termination of such notations

or arrangements with respect to any uncertificated shares) upon the request of such holder (i) at such time as such restrictions

are no longer applicable and (ii) with respect to the restriction on Transfer of such Shares under the Securities Act, (A) upon the sale

of such Shares pursuant to a

registration statement or (B) if such Shares are sold other

than pursuant to a registration statement, upon the eligibility of such Shares to be transferred in accordance with Rule 144 (without

any restrictions on the volume or manner or sale, or the requirement for current public information in Rule 144(c)) or another exemption

under the Securities Act such that such Shares are eligible for removal of such legend (and the Company’s counsel shall deliver

an opinion to such effect if requested by the Company’s transfer agent), subject to the delivery by such holder to the Company or

its transfer agent of a customary representation letter, or, if the holder of such Shares is not relying on Rule 144, an opinion of counsel

regarding such person’s eligibility to sell under such other exemption (which opinion is reasonably satisfactory in form and substance

to the Company and its counsel), in each case, if reasonably requested by the Company.

(h)

For the avoidance of doubt, any Transfer otherwise restricted by this Agreement shall be permitted with the Company’s prior

written consent.

(i)

Until a Final Board-Step Down Event has occurred, the Ki Holder and the K Family Members shall not encumber, pledge or hypothecate

or engage in any hedging, derivative or margin loan transaction in respect of any Voting Securities Beneficially Owned by the Ki Holder

or the K Family Members, as applicable, in each case, without the Company’s prior written consent.

2.2

Standstill Provisions.

(a)

During the Standstill Period, the Ki Holder and each of the K Family Members shall not, directly or indirectly, and shall cause

their respective Controlled Affiliates not to, and use reasonable best efforts to cause their respective Representatives acting at their

direction or on their behalf not to, directly or indirectly (including by acting in concert with others through a Group or otherwise),

(i) acquire, agree to acquire, propose or offer to acquire, or provide financing for or facilitate the acquisition or ownership

of, Voting Securities, or securities of the Company that are convertible, exchangeable or exercisable into Voting Securities, or any

rights, options or other derivative securities or contracts or instruments that derive their value from (in whole or in part, or by reference

to) Voting Securities other than (A) as a result of any stock split, stock dividend or subdivision of Voting Securities, or (B) pursuant

to a Permitted Transfer or otherwise from its Permitted Transferees that are bound by the restrictions of this Section 2.2(a);

provided that, for the avoidance of doubt, any Voting Securities Transferred pursuant to this Section 2.2(a)(i)(B)

shall, following such Transfer, be subject to any rights and obligations of, and restrictions applicable to, the Ki Holder, K Family

Member or any of their respective Affiliates with respect to Voting Securities under this Agreement, (ii) deposit any Voting Securities

into a voting trust or similar Contract or subject any Voting Securities to any voting agreement, pooling arrangement or similar arrangement

or other Contract, or grant any proxy with respect to any Voting Securities (other than (A) pursuant to this Agreement, (B) with

its Permitted Transferees that are bound by the restrictions of this Section 2.2(a) or (C) otherwise to the Company

or a Person specified by the Company in a proxy card provided to the stockholders of the Company by or on behalf of the Company), (iii) enter,

agree to enter, propose or offer to enter into or make any public offer with respect to, or knowingly facilitate or make any public announcement

with respect to, any merger, business combination, recapitalization, restructuring, change in control transaction or other similar extraordinary

transaction involving the Company or any of its Subsidiaries (unless (1) such transaction is affirmatively publicly

recommended by the Board or (2) such action is expressly

permitted by Section 2.1(b)(ii)), (iv) other than in accordance with the recommendation of the Board, make or participate

or engage in, or knowingly encourage, any “solicitation” of “proxies” (as such terms are used in the proxy rules

of the SEC) to vote, or to provide or withhold consents with respect to, Voting Securities, (v) call, or seek to call, a meeting

of the stockholders of the Company (or initiate any action by written consent) or initiate any stockholder proposal for action by stockholders

of the Company, (vi) form, join or in any way participate in a Group (other than with its Permitted Transferees that are bound by

the restrictions of this Section 2.2(a)), with respect to any Voting Securities, (vii) otherwise act, alone or in concert

with others, to seek to Control or influence the management or the policies of the Company, (viii) seek election to, or seek to

place a representative on, the Board, or seek the removal of any member of the Board (other than with respect to (A) the election

of removal of a Ki Director in accordance with this Agreement or (B) voting (including by written consent) in accordance with this

Agreement), (ix) (A) publicly disclose any intention, plan, arrangement or other Contract prohibited by the foregoing or (B) take

any action that the Ki Holder or such K Family Member, as applicable, knows, or would reasonably be expected to know, would require the

Company to make a public announcement regarding any of the foregoing activities, (x) knowingly assist or encourage or enter into

any negotiations, Contracts, or arrangements with any other Persons in connection with the foregoing or (xi) contest the validity of

this Section 2.2(a).

(b)

Notwithstanding anything herein to the contrary, the prohibitions in this Section 2.2 shall not prohibit or restrict (i)

the Ki Holder, the K Family Members or the Controlled Affiliates of any of the foregoing from making any disclosure the Ki Holder, a

K Family Member or such Controlled Affiliate reasonably believes, based on the advice of its counsel, is required pursuant to Applicable

Law (provided that the action which requires such disclosure under Applicable Law is not an action prohibited by Section 2.2(a));

(ii) any acquisitions of Voting Securities by the Ki Holder, the K Family Members or any of their Controlled Affiliates to the extent

that the Voting Securities Beneficially Owned by the Ki Holder, the K Family Members and their Controlled Affiliates in the aggregate

do not exceed 11.5% of the outstanding Voting Securities; (iii) any indirect acquisitions of Voting Securities by the Ki Holder, the

K Family Members or any of their respective Controlled Affiliates through investments in (A) broad-based mutual funds, exchange-traded

funds and similar investment funds so long as none of the Ki Holder, K Family Members or their respective Controlled Affiliates controls

investment decisions by such funds or (B) private equity funds, hedge funds and other privately managed pools of capital, so long as

such persons do not participate in the management or investment decisions of such funds (provided that this clause (iii) shall not exclude

indirect acquisitions of Voting Securities by the Ki Holder, the K Family Members or any of their Controlled Affiliates through a vehicle

that such Persons know (after due inquiry) was organized for the primary purpose of acquiring Voting Securities); (iv) other than with

respect to Section 2.2(a)(ix), the activities of any Ki Director in his or her capacity as a director of the Company; (v) confidential

discussions that do not require public disclosure by the Ki Holder, the K Family Members or the Company, between the Ki Holder or any

K Family Member, on the one hand, and any member of the Board or executive officer of the Company, on the other hand; (vi) the participation

of any Ki Director in any Board (or committee of the Board, as applicable) discussions, deliberations, negotiations or determinations

or (vii) voting or providing written consent (or abstaining from voting or providing written consent) with respect to Voting Securities

as required or permitted by Section 1.4.

(c)

“Standstill Period” shall mean, as to the Ki Holder and each of the K Family Members, from the Closing Date

until the date on which the Final Board Step-Down Event has occurred.

(d) Notwithstanding

anything herein to the contrary, from the date hereof until the Closing Date, the Ki Holder, the K Family Members, LGP, PF and their

respective Controlled Affiliates shall not acquire, directly or indirectly, any Voting Securities (excluding indirect ownership

through investments in (i) broad-based mutual funds, exchange-traded funds and similar investment funds so long as none of the Ki

Holder, K Family Members, LGP, PF or their respective Controlled Affiliates, as applicable, controls investment decisions by such

funds or (ii) private equity funds, hedge funds and other privately managed pools of capital, so long as none of the Ki Holder, K

Family Members, LGP, PF or their respective Controlled Affiliates, as applicable, participates in the management or investment

decisions of such funds (provided that the foregoing shall not exclude indirect acquisitions of Voting Securities by the Ki Holder,

the K Family Members, LGP, PF or any of their respective Controlled Affiliates through a vehicle that such Persons know (after due

inquiry) was organized for the primary purpose of acquiring Voting Securities)); provided, that if it is reasonably possible

that the Ki Holder and its Controlled Affiliates would own less than 10.1% of the outstanding Voting Securities (calculated for this

purpose on a fully-diluted basis) as of the Closing Date, the Ki Holder and its Controlled Affiliates may acquire Voting Securities

(and/or acquire shares of Maverick OpCo Common Stock that will convert to Voting Securities pursuant to the Merger Agreement) on or

prior to the Closing Date to the extent necessary such that the Ki Holder and its Controlled Affiliates would own at least 10.0%

(but not more than 10.1%) of the outstanding Voting Securities (calculated for this purpose on a fully-diluted basis) as of the

Closing Date, and in such case the Ki Holder and its Controlled Affiliates shall provide the Company with notice thereof following

such acquisitions.

(e) The Ki Holder shall not cause any of its Portfolio Companies to take any action that the Ki Holder is required by this Section

2.2 to cause its Controlled Affiliates not to take.

ARTICLE III

NON-COMPETITION; NON-SOLICIT; NON-DISPARAGEMENT

3.1

Non-Competition; Non-Solicit; Non-Disparagement.

(a)

In order to induce the Company to enter into the transactions contemplated by the Merger Agreement, the Ki Holder and each of

the K Family Members, on behalf of itself, herself or himself, as applicable and each of their respective Controlled Affiliates, hereby

covenants and agrees that, from the Closing Date and until the date that is three years after the date of the Closing, such party

shall not, and shall cause such Controlled Affiliates not to, own, manage or operate, provide advisory or consulting services to, or

participate in the ownership, management or operation of, or have any Beneficial Ownership interest in, any Competing Business within

any country in which the Acquired Companies (as defined in the Merger Agreement) currently operates or Canada; provided that this

Section 3.1(a) shall not preclude or restrict the Ki Holder, the K Family Members or any of their respective Controlled Affiliates

from (w) any passive ownership (collectively among the Ki

Holder, the K Family Members and their Controlled Affiliates) of 4% or less of the outstanding stock or voting securities of any Person

(other than a Prohibited Entity) whose equity securities are publicly traded on a nationally recognized exchange (or the non-U.S. equivalent

of a nationally recognized securities exchange); (x) investments in broad-based mutual funds, exchange-traded funds and similar investment

funds so long as none of the Ki Holder, K Family Members or their respective Controlled Affiliates controls investment decisions by such

funds; (y) investments in private equity funds, hedge funds and other privately managed pools of capital, so long as such persons do

not participate in the management or investment decisions of such funds, or (z) in the case of the K Family Members and their Controlled

Affiliates, the ownership, management or operation of, or provision of advisory or consulting services to, or participation in the ownership,

management or operation of, any business or Person with annual revenues that do not at any point exceed $50,000,000, and whose primary

purpose is not to directly compete with the Company.

(i)

For the purposes of this Agreement, “Competing Business” means any (a) Person or business engaged in any (x)

wholesale food service distribution business, (y) e-commerce or marketplace platforms or digital ordering/fulfillment services primarily

relating to wholesale food service distribution, or (z) any retail, club, convenience or direct-to-consumer channels primarily relating

to wholesale food service distribution, in each case of this clause (a), primarily directed at commercial customers, and (b) any Prohibited

Entity. For the avoidance of doubt, “Competing Business” shall not include (i) participation in industry-wide conferences,

events and organizations, or other nonprofit or charitable organizations; (ii) delivering lectures or writings regarding the K Family

Members or their Family-Related Persons or the personal or business history of the foregoing; and (iii) other public appearances.

(ii)

For the purposes of this Agreement, “Prohibited Entity” shall have the meaning set forth on Schedule III.

(b)

In order to induce the Company to enter into the transactions contemplated by the Merger Agreement, until the date that is three

years following the Closing, (x) the Ki Holder and each of the K Family Members hereby covenants and agrees that it shall not, and shall

cause its Controlled Affiliates not to, solicit for employment any person that is (or was within the six-month period prior to the date

of determination) an employee with the title of Branch Manager or higher of Maverick OpCo or Maverick PropCo or any of their respective

Subsidiaries and (y) LGP hereby covenants and agrees that each of LGP and its Controlled Affiliates acting at its direction or on its

behalf shall not solicit for employment any of the individuals set forth on Schedule IV; provided that (i) soliciting

or employing any person who contacts such Person on his or her own initiative and without any direct solicitation by such Person or as

a result of general, non-targeted media advertising, (ii) soliciting or employing any such person through the use of an independent

search firm that contacts employees of the Company or any of its Subsidiaries, without the direction or advice of any of the Persons whose

activities are restricted by this Section 3.1(b) or (iii) soliciting or employing any such person that has ceased to be employed

by the Company or any of its Subsidiaries (including Maverick OpCo or Maverick PropCo) for a period of at least six (6) months shall,

in each case, not be deemed to be direct or indirect solicitations.

(c)

During the Standstill Period:

(i)

Each of the Ki Holder, the K Family Members and LGP hereby covenants and agrees that, it shall not, and shall cause its Controlled

Affiliates and their respective Representatives (acting at the direction of the Ki Holder, the K Family Members, LGP or such Controlled

Affiliate) not to, make any public statement, communication or publication (in any form or medium, including any online, social media

or other digital platform) that directly or indirectly disparages, attempts to discredit or otherwise calls into disrepute the Company

or its Subsidiaries in any manner that would reasonably be expected to damage the reputation, goodwill or business interest of the Company

or any of the Company’s Subsidiaries or Affiliates (including Maverick OpCo and Maverick PropCo), its directors or officers, or

any of the Company’s products or services (including the products or services of the Acquired Companies (as defined in the Merger

Agreement) following the Closing); and

(ii)

the Company hereby covenants and agrees that, it shall not, and shall cause its Subsidiaries and their respective representatives

(acting at the direction of the Company or such Subsidiary) not to, make any public statement, communication or publication (in any form

or medium, including any online, social media or other digital platform) that directly or indirectly disparages, attempts to discredit

or otherwise calls into disrepute the Ki Holder, the K Family Members, the Family-Related Persons of the foregoing, LGP or their respective

Affiliates in any manner that would reasonably be expected to damage the reputation, goodwill or business interest of, such Persons;

provided, however, that the restrictions

in this Section 3.1(c) shall not limit the ability of any Person to (i) make any statement required by court order, Applicable

Law or government regulation, (ii) report what it reasonably believes, after consultation with counsel, to be violations of federal law

or regulation to any Governmental Authority pursuant to Section 21F of the Exchange Act or Rule 21F promulgated thereunder or (iii) make

any report to any non-public corporate board or similar governing body.

(d)

For the avoidance of doubt, in the event of a breach of the obligations under this Section 3.1, in addition to all

other available remedies, the parties hereto shall be entitled to seek specific performance to enforce the provisions of this Section 3.1

in any court of competent jurisdiction in accordance with Section 7.11.

(e)

Each of the Ki Holder, the K Family Members and LGP (in the case of LGP, solely to the extent that provisions of this Section

3.1 are applicable to LGP) acknowledges that the restrictions contained in this Section 3.1 are reasonable and necessary

to protect the legitimate interests of the Company and constitute a material inducement to the Company to enter into this Agreement and

the Merger Agreement and consummate the transactions contemplated by this Agreement and the Merger Agreement. It is the intent of the

parties that the provisions of this Section 3.1 shall be enforced to the fullest extent permissible under the Applicable Law

and public policies applied in each jurisdiction in which enforcement is sought. If any particular provision or portion of this Section 3.1

shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended to the minimum extent necessary

to render such provision or portion valid and enforceable, such amendment to apply only with respect to the operation of such provision

or portion in the particular jurisdiction in which such adjudication is made.

(f) The Ki Holder shall not cause any of its Portfolio Companies to take any action that the Ki Holder is required by this Section

3.1 to cause its Controlled Affiliates not to take.

3.2

Outside Activities. Notwithstanding Section 3.1:

(a)

Subject to subsection (c) below, the Company acknowledges that the Ki Holder, the K Family Members, LGP, PF and their respective

Affiliates, as of the date of this Agreement, engage in or possess interests in other investments, business ventures or Persons of any

nature or description, independently or with others, similar or dissimilar to, or that competes with, the investments or business of the

Company or its Subsidiaries (each such investment, business venture or Person that the Ki Holder, the K Family Members, LGP, PF or their

respective Affiliates engages or possess any interest in as of the date of this Agreement, a “Current Business”), and

each of the Ki Holder, the K Family Members, LGP, PF and their respective Affiliates may provide advice and other assistance with respect

to such party’s Current Business, respectively;

(b)

The Company shall have no rights by virtue of this Agreement in and to such Current Business or the income or profits derived therefrom;

and

(c)

The pursuit of Current Business by the Ki Holder, the K Family Members, LGP, PF and their respective Affiliates, even if competitive

with the business of the Company, shall not be deemed wrongful or improper and shall not constitute a conflict of interest or breach of

fiduciary or other duty in respect of the Company, its Subsidiaries, the Investors or the K Family Members. None of the Ki Holder, the

K Family Members, LGP, PF or any of their respective Affiliates shall be obligated to present any particular investment or business

opportunity to the Company even if such opportunity is of a character that, if presented to the Company, could be pursued by the Company;

provided, that a Ki Director who is expressly offered an investment or business opportunity solely in his or her capacity as a

member of the Board shall be obligated to communicate such opportunity to the Company.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

4.1

Representations and Warranties of the Investors. Each Investor and K Family Member, on behalf of itself and not any other

Investor or K Family Member, hereby represents and warrants to the Company as follows as of the date hereof:

(a)

If such Investor is an entity, it is duly organized, validly existing and in good standing under the laws of the jurisdiction of

its organization. Such Investor has all requisite power and authority, and such K Family Member has due capacity, power and authority,

to execute and deliver this Agreement and to perform such Investor or such K Family Member’s respective obligations under this Agreement.

(b)

The execution and delivery by it of this Agreement and the performance by it of its obligations under this Agreement do not and

will not conflict with or violate any provision of, or require the consent or approval of any Person (except for any such consents or

approvals which have been obtained) under, (x) Applicable Law, (y) if such Investor is an entity, its organizational documents

or (z) any contract or agreement to which it is a party.

(c)

If such Investor is an entity, the execution and delivery by it of this Agreement and the performance by it of its obligations

under this Agreement have been duly authorized by all necessary corporate or other analogous action on its part. This Agreement has been

duly executed and delivered by it and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes

a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to bankruptcy, insolvency and

other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

(d)

Such Investor: (i) will be acquiring at Closing the Shares for its own account, solely for investment and not with a view

toward, or for sale in connection with, any distribution thereof in violation of any foreign, federal, state or local securities or “blue

sky” laws, or with any present intention of distributing or selling such Shares in violation of any such laws, (ii) has such

knowledge and experience in financial and business matters and in investments of this type that it is capable of evaluating the merits

and risks of its investment in the Shares and of making an informed investment decision and (iii) is an “accredited investor”

within the meaning of Rule 501 of Regulation D under the Securities Act. Such Investor understands that the Shares may not be Transferred

except pursuant to the registration provisions of the Securities Act (and in compliance with any other Applicable Law) or pursuant to

an applicable exemption therefrom.

(e)

Such Investor, either alone or together with its representatives, (i) has had the opportunity to review the Company’s

filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all

information filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (ii) has

conducted its own investigation of the Company and the outstanding securities of the Company, (iii) has had access to, and an adequate

opportunity to review, financial and other information as such Investor deems necessary to make its decision to purchase the Shares, (iv) has

been offered the opportunity to ask questions of the Company and received answers thereto, as it deemed necessary in connection with its

decision to purchase the Shares and (v) has made its own assessment and has satisfied itself concerning the relevant tax and other

economic considerations relevant to its investment in the Shares.

(f)

Such Investor or K Family Member does not Beneficially Own any Voting Securities (other than Voting Securities acquired as merger

consideration in the Mergers) except as set forth on Schedule 4.1(f).

(g)

Such Investor (other than PF) or K Family Member does not engage in or own any Current Business that is a Competing Business

except through Maverick OpCo or Maverick PropCo or as set forth on Schedule 4.1(g).

4.2

Representations and Warranties of the Company. The Company hereby represents and warrants to the Investors and the K Family

Members as follows:

(a)

The Company is a corporation, duly incorporated, validly existing and in good standing under the laws of the State of Delaware.

The Company has all requisite power and authority to execute and deliver this Agreement and to perform

its obligations under this Agreement.

(b)

The execution and delivery by the Company of this Agreement and the performance of the obligations of the Company under this Agreement

do not and will not conflict with or violate any provision of, or require the consent or approval of any Person (except for any such consents

or approvals which have been obtained) under, (x) Applicable Law, (y) the organizational documents of the Company (following

any actions taken pursuant to Section 1.1(i)) or (z) any contract or agreement to which the Company is a party.

(c)

The execution and delivery by the Company of this Agreement and the performance of the obligations of the Company under this Agreement

have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered

by the Company and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and

binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency and

other laws of general applicability relating to or affecting creditors’ rights and to general principles of equity.

ARTICLE V

REGISTRATION RIGHTS

5.1

Demand Registrations.

(a)

Subject to the terms and conditions hereof (x) solely during any period that the Company is then-ineligible under Applicable

Law to register Registrable Securities on Form S-3 pursuant to Section 5.3 or, if the Company is so eligible but has failed

to comply with its obligations under Section 5.3 or (y) following the expiration of the Company’s obligation to

keep the Shelf Registration Statement continuously effective pursuant to Section 5.3(c), but only if there is no Shelf Registration

Statement then in effect, any Demand Stockholders (“Requesting Stockholders”) shall be entitled to make three (3) written

requests in any calendar year, provided that the number of such requests shall not exceed two (2) in any 90-day period, of the

Company (each, a “Demand”) for registration under the Securities Act on Form S-1 of an amount of Registrable Securities

then held by such Requesting Stockholders that equals or is greater than the Registrable Amount (a “Demand Registration”),

it being understood and agreed that a Demand Registration may, if so requested by Requesting Stockholders, be for a registration statement

providing for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act and the provisions of Section

5.3(c) shall apply to the registration statement pursuant to a Demand Registration as if such registration statement was a Shelf Registration

Statement; provided that no registration statement pursuant to a Demand Registration need be effective prior to the expiration

of the initial Applicable Restricted Period. Thereupon the Company will, subject to the terms of this Agreement, use its reasonable best

efforts to effect the registration as promptly as practicable under the Securities Act of:

(i)

the Registrable Securities which the Company has been so requested to register by the Requesting Stockholders for disposition

in accordance with the intended method of disposition stated in such Demand;

(ii)

all other Registrable Securities which the Company has been requested to register pursuant to Section 5.1(b), but subject

to Section 5.1(g); and

(iii)

all shares of Holdco Common Stock which the Company may elect to register in connection with any offering of Registrable Securities

pursuant to this Section 5.1, but subject to Section 5.1(g);

all to the extent necessary to permit the disposition

(in accordance with the intended methods thereof) of the Registrable Securities and the additional shares of Holdco Common Stock, if any,

to be so registered.

(b)

A Demand shall specify: (i) the aggregate number of Registrable Securities requested to be registered in such Demand Registration,

(ii) the intended method of disposition in connection with such Demand Registration, to the extent then known and (iii) the

identity of the Requesting Stockholder(s). Within three (3) Business Days after receipt of a Demand, the Company shall give written

notice of such Demand to all other holders of Registrable Securities. The Company shall include in the Demand Registration covered by

such Demand all Registrable Securities with respect to which the Company has received a written request for inclusion therein within ten

(10) calendar days after the Company’s notice required by this paragraph has been given, subject to Section 5.1(g).

Each such written request shall comply with the requirements of a Demand as set forth in this Section 5.1(b).

(c)

A Demand Registration shall not be deemed to have been effected and shall not count as a Demand Registration (i) unless a

registration statement with respect thereto has become effective and has remained effective for a period of at least ninety (90) calendar

days or such shorter period in which all Registrable Securities included in such Demand Registration have actually been sold thereunder

(provided that such period shall be extended for a period of time equal to the period the holders of Registrable Securities refrain

from selling any securities included in such registration statement at the request of the Company or the lead managing underwriter(s)

or pursuant to the provisions of this Agreement) or (ii) if, after it has become effective, such Demand Registration becomes subject,

prior to ninety (90) calendar days after effectiveness, to any stop order, injunction or other order or requirement of the SEC or other

Governmental Authority, other than by reason of any act or omission by the applicable Selling Stockholders.

(d)

Demand Registrations shall be on such appropriate registration form of the SEC as shall be selected by the Company and reasonably

acceptable to the Requesting Stockholders.

(e)

The Company shall not be obligated to (i) subject to Section 5.1(c), maintain the effectiveness of a registration

statement under the Securities Act filed pursuant to a Demand Registration, for a period longer than ninety (90) calendar days or (ii) effect

any Demand Registration (A) within six (6) months of a “firm commitment” Underwritten Offering

in which all Demand Stockholders were offered “piggyback”

rights pursuant to Section 5.2 (subject to Section 5.2(b)) and at least 75% of the number of Registrable Securities

requested by such Demand Stockholders to be included in such Demand Registration were included and sold, (B) within six (6) months

of the completion of any other Demand Registration (including, for the avoidance of doubt, any Underwritten Offering pursuant to any Shelf

Registration Statement) or (C) if, in the Company’s reasonable judgment, it is not feasible for the Company to proceed with

the Demand Registration because of the unavailability of audited or other required financial statements; provided that the Company

shall use its reasonable best efforts to obtain such financial statements as promptly as practicable.

(f)

The Company shall be entitled to postpone (upon written notice to the Demand Stockholders) the filing or the effectiveness of a

registration statement for any Demand Registration in the event of a Blackout Period until the expiration of the applicable Blackout Period.

In the event of a Blackout Period under clause (ii) of the definition thereof, the Company shall deliver to the Demand Stockholders

requesting registration a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying

that, in such officer’s good faith judgment, the conditions described in clause (ii) of the definition of Blackout Period are

met. Such certificate shall contain an approximation of the anticipated delay. A Blackout Period may not be applied or in effect at any

time that all executive officers of the Company or Directors are permitted to purchase or sell Voting Securities, or during which the

Company engages in repurchases of Voting Securities other than pursuant to a 10b5-1 plan under the securities laws (the “Blackout

Period Limitations”).

(g)

If, in connection with a Demand Registration that involves an Underwritten Offering, the lead managing underwriter(s) advise(s)

the Company that, in its (their) opinion, the inclusion of all of the securities sought to be registered in connection with such Demand

Registration would adversely affect the success thereof, then the Company shall include in such registration statement only such securities

as the Company is advised by such lead managing underwriter(s) can be sold without such adverse effect as follows and in the following

order of priority: (i) first, up to the number of Registrable Securities requested to be included in such Demand Registration by

the Demand Stockholders, which, in the opinion of the lead managing underwriter(s), can be sold without adversely affecting the success

thereof, pro rata among such Demand Stockholders on the basis of the number of such Registrable Securities requested to be included by

such Demand Stockholders; (ii) second, up to the number of Registrable Securities requested to be included in such Demand Registration

by other holders of Registrable Securities, pro rata on the basis of the amount of such Registrable Securities requested to be included

by such holders; (iii) third, securities the Company proposes to sell; and (iv) fourth, all other securities of the Company

duly requested to be included in such registration statement, pro rata on the basis of the amount of such other securities requested to

be included or such other allocation method determined by the Company.

(h)

Any time that a Demand Registration involves an Underwritten Offering, the Requesting Stockholder(s) shall select the investment

banker(s) and manager(s) that will serve as managing underwriters (including which such managing underwriters will serve as lead or co-lead)

and underwriters with respect to the offering of such Registrable Securities, as well as counsel to such underwriters; provided

that such investment banker(s), manager(s) and counsel

shall be reasonably acceptable to the Company (such acceptance not

to be unreasonably withheld, conditioned or delayed).

5.2

Piggyback Registrations.

(a)

From and after the expiration of the initial Applicable Restricted Period, subject to the terms and conditions hereof, whenever

the Company proposes to register any Holdco Common Stock under the Securities Act (other than a registration by the Company (i) on

Form S-4 or any successor form thereto, (ii) on Form S-8 or any successor form thereto, (iii) relating exclusively to employee

benefit plans or dividend reinvestment plans, (iv) on a Shelf Registration Statement pursuant to Section 5.3 or (v) pursuant

to Section 5.1) (a “Piggyback Registration”), whether for its own account or for the account of others,

the Company shall give all holders of Registrable Securities prompt written notice thereof (but not less than ten (10) calendar days prior

to the filing by the Company with the SEC of any registration statement with respect thereto). Such notice (a “Piggyback Notice”)

shall specify the number of shares of Holdco Common Stock proposed to be registered, the proposed date of filing of such registration

statement with the SEC, the proposed means of distribution, the proposed managing underwriter(s) (if any) and a good faith estimate by

the Company of the proposed minimum offering price of such shares of Holdco Common Stock, in each case to the extent then known. Subject

to Section 5.2(b), the Company shall include in each such Piggyback Registration all Registrable Securities held by holders

of Registrable Securities (a “Piggyback Seller”) with respect to which the Company has received written requests (which

written requests shall specify the number of Registrable Securities requested to be disposed of by such Piggyback Seller) for inclusion

therein within ten (10) calendar days after such Piggyback Notice is received by such Piggyback Seller.

(b)

If, in connection with a Piggyback Registration that involves an Underwritten Offering, the lead managing underwriter(s) advises

the Company that, in its opinion, the inclusion of all the shares of Holdco Common Stock sought to be included in such Piggyback Registration

by (i) the Company, (ii) other Persons who have sought to have shares of Holdco Common Stock registered in such Piggyback Registration

pursuant to rights to demand (other than pursuant to so-called “piggyback” or other incidental or participation registration

rights or shelf registration rights) such registration (such Persons being “Other Demanding Sellers”), (iii) the

Piggyback Sellers and (iv) any other proposed sellers of shares of Holdco Common Stock (such Persons being “Other Proposed

Sellers”), as the case may be, would adversely affect the success thereof, then the Company shall include in the registration

statement applicable to such Piggyback Registration only such shares of Holdco Common Stock as the Company is so advised by such lead

managing underwriter(s) can be sold without such an effect, as follows and in the following order of priority:

(i)

if the Piggyback Registration relates to an offering for the Company’s own account, then (A) first, such number of shares

of Holdco Common Stock to be sold by the Company as the Company, in its reasonable judgment and acting in good faith and in accordance

with sound financial practice, shall have determined, (B) second, Registrable Securities of Piggyback Sellers, pro rata on the basis

of the number of Registrable Securities proposed to be sold by such Piggyback Sellers, (C) third, shares of Holdco Common Stock sought

to be registered by Other Demanding Sellers, pro rata on the basis of the number of shares

of Holdco Common Stock proposed to be sold by such Other Demanding

Sellers and (D) fourth, other shares of Holdco Common Stock proposed to be sold by any Other Proposed Sellers; or

(ii)

if the Piggyback Registration relates to an offering other than for the Company’s own account, then (A) first, such

number of shares of Holdco Common Stock sought to be registered by each Other Demanding Seller pro rata in proportion to the number of

securities sought to be registered by all such Other Demanding Sellers, (B) second, Registrable Securities of Piggyback Sellers,

pro rata on the basis of the number of shares of Holdco Common Stock proposed to be sold by such Piggyback Sellers, (C) third, shares

of Holdco Common Stock to be sold by the Company and (D) fourth, other shares of Holdco Common Stock proposed to be sold by any Other

Proposed Sellers.

(c)

For clarity, in connection with any Underwritten Offering under this Section 5.2 for the Company’s account, the

Company shall not be required to include the Registrable Securities of a Piggyback Seller in the Underwritten Offering unless such Piggyback

Seller accepts the terms of the underwriting as agreed upon between the Company and the lead managing underwriter(s), which shall be selected

by the Company (provided that such underwriting agreement is consistent with the terms of this Agreement).

(d)

If, at any time after giving written notice of its intention to register any shares of Holdco Common Stock as set forth in this

Section 5.2 and prior to the time the registration statement filed in connection with such Piggyback Registration is declared

effective, the Company shall determine for any reason not to register such shares of Holdco Common Stock, the Company may, at its election,

give written notice of such determination to the Piggyback Sellers promptly thereafter and thereupon shall be relieved of its obligation

to register any Registrable Securities in connection with such particular withdrawn or abandoned Piggyback Registration; provided

that Demand Stockholders may continue the registration as a Demand Registration pursuant to the terms of Section 5.1.

5.3

Shelf Registration Statement.

(a)

Subject to the terms and conditions hereof, and further subject to the availability of a registration statement on Form S-3 or

any successor form thereto (“Form S-3”) to the Company, any of the Demand Stockholders may by written notice delivered

to the Company (the “Shelf Notice”) require the Company to file as soon as reasonably practicable, and to use reasonable

best efforts to cause to be declared effective by the SEC as soon as reasonably practicable after such filing date (provided that

no Shelf Registration Statement need be effective prior to the expiration of the initial Applicable Restricted Period), a Form S-3 providing

for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Shelf Registration Statement”)

relating to the offer and sale, from time to time, of an amount of Registrable Securities then held by such Demand Stockholders that equals

or is greater than the Registrable Amount. Notwithstanding the foregoing, to the extent that upon the expiration of the initial Applicable

Restricted Period the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act), a Shelf Notice shall

not be required and the Company shall file on or prior to the expiration of the initial Applicable Restricted Period, the Shelf Registration

Statement in the form of an automatic shelf registration statement (as defined in Rule 405 under

the Securities Act) or any successor form thereto registering all

Registrable Securities then held by such Demand Stockholders.

(b)

Within ten (10) calendar days after receipt of a Shelf Notice pursuant to Section 5.3(a), the Company will deliver

written notice thereof to all other holders of Registrable Securities. Each other holder of Registrable Securities may elect to participate

with respect to its Registrable Securities in the Shelf Registration Statement in accordance with the plan and method of distribution

set forth, or to be set forth, in such Shelf Registration Statement by delivering to the Company a written request to so participate within

ten (10) calendar days after the Shelf Notice is received by any such holder of Registrable Securities.

(c)

Subject to Section 5.3(d), the Company will use its reasonable best efforts to keep the Shelf Registration Statement

continuously effective until the earlier of (i) three (3) years after the Shelf Registration Statement has been declared effective;

(ii) the date on which all Registrable Securities covered by the Shelf Registration Statement have been sold thereunder in accordance

with the plan and method of distribution disclosed in the prospectus included in the Shelf Registration Statement, or otherwise cease

to be Registrable Securities; and (iii) the date on which this Agreement terminates pursuant to Section 7.1. If, as of

the date that is three (3) years after the Shelf Registration Statement has been declared effective, (i) all Registrable Securities covered

by the Shelf Registration Statement have not been sold thereunder in accordance with the plan and method of distribution disclosed in

the prospectus included in the Shelf Registration Statement, or otherwise have ceased to be Registrable Securities and (ii) this

Agreement has not terminated pursuant to Section 7.1, no more than twenty (20) and no less than ten (10) Business Days prior

to the date that is three (3) years after the Shelf Registration Statement has been declared effective, the Company shall notify holders

of the Registrable Securities and, if requested by such holders, shall file, and use reasonable best efforts to cause to be declared effective

by the SEC as soon as reasonably practicable following such request from holders, another Shelf Registration Statement (with respect to

which all of the Company’s obligations as to the initial Shelf Registration Statement shall apply as if such Shelf Registration

Statement was the initial Shelf Registration Statement).

(d)

Notwithstanding anything to the contrary contained in this Agreement, the Company shall be entitled, from time to time, by providing

written notice to the holders of Registrable Securities who elected to participate in the Shelf Registration Statement, to require such

holders of Registrable Securities to suspend the use of the prospectus for sales of Registrable Securities under the Shelf Registration

Statement during any Blackout Period. In the event of a Blackout Period under clause (ii) of the definition thereof (but subject

to the Blackout Period Limitations not being applicable), the Company shall deliver to the Demand Stockholders requesting registration

a certificate signed by either the chief executive officer or the chief financial officer of the Company certifying that, in the good

faith judgment of the Board, the conditions described in clause (ii) of the definition of Blackout Period are met. Such certificate

shall contain an approximation of the anticipated delay. After the expiration of any Blackout Period (or upon the application of a Blackout

Period Limitation) and without any further request from a holder of Registrable Securities, the Company to the extent necessary shall

as promptly as reasonably practicable prepare a post-effective amendment or supplement to the Shelf Registration Statement or the prospectus,

or any document incorporated therein by reference, or file any other required document so that, as thereafter delivered to purchasers

of the Registrable

Securities included therein, the prospectus will not include an

untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances

under which they were made, not misleading.

(e)

At any time that a Shelf Registration Statement is effective, if any Demand Stockholder delivers a notice to the Company (a “Take-Down

Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the Shelf Registration

Statement in an Underwritten Offering (a “Shelf Offering”), then, the Company shall promptly amend or supplement the

Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf

Offering (taking into account, solely in connection with a Marketed Underwritten Shelf Offering, the inclusion of Registrable Securities

by any other holders pursuant to this Section 5.3). In connection with any Shelf Offering that is an Underwritten Offering

and where the plan of distribution set forth in the applicable Take-Down Notice includes a customary “road show” (including

an “electronic road show”) or other substantial marketing effort by the Company and the underwriters (a “Marketed

Underwritten Shelf Offering”):

(i)

the Company shall forward the Take-Down Notice to all other holders of Registrable Securities included on the Shelf Registration

Statement and the Company and such proposing Demand Stockholder(s) shall permit each such holder to include its Registrable Securities

included on the Shelf Registration Statement in the Marketed Underwritten Shelf Offering if such holder notifies the proposing Demand

Stockholder(s) and the Company within five (5) calendar days after delivery of the Take-Down Notice to such holder; and

(ii)

if the lead managing underwriter(s) advises the Company and the proposing Demand Stockholder(s) that, in its opinion, the inclusion

of all of the securities sought to be sold in connection with such Marketed Underwritten Shelf Offering would adversely affect the success

thereof, then there shall be included in such Marketed Underwritten Shelf Offering only such securities as the proposing Demand Stockholder(s)

is advised by such lead managing underwriter(s) can be sold without such adverse effect, and such number of Registrable Securities shall

be allocated in the same manner as described in Section 5.1(g). Except as otherwise expressly specified in this Section 5.3,

any Marketed Underwritten Shelf Offering shall be subject to the same requirements, limitations and other provisions of this Article V

as would be applicable to a Demand Registration (i.e., as if such Marketed Underwritten Shelf Offering were a Demand Registration),

including Section 5.1(e)(ii) (provided that references therein to six (6) months shall be deemed to be references

to four (4) months) and Section 5.1(g). For the avoidance of doubt, a Shelf Offering shall not constitute a Demand Registration

unless such Shelf Offering is a Marketed Underwritten Shelf Offering.

5.4

Withdrawal Rights. Any holder of Registrable Securities having notified or directed the Company to include any or all of

its Registrable Securities in a registration statement under the Securities Act shall have the right to withdraw any such notice or direction

with respect to any or all of the Registrable Securities designated by it for registration by giving written notice to such effect to

the Company prior to the effective date of such registration statement. In the event of any such withdrawal, the Company shall not include

such Registrable Securities in the applicable registration and such Registrable Securities shall continue to be

Registrable Securities for all purposes of this Agreement (subject

to the other terms and conditions of this Agreement). No such withdrawal shall affect the obligations of the Company with respect to the

Registrable Securities not so withdrawn; provided, however, that in the case of a Demand Registration, if such withdrawal

shall reduce the number of Registrable Securities sought to be included in such registration below the Registrable Amount, then the Company

shall as promptly as practicable give each Demand Stockholder seeking to register Registrable Securities notice to such effect and, within

ten (10) calendar days following the mailing of such notice, such Demand Stockholders still seeking registration shall, by written notice

to the Company, elect to register additional Registrable Securities to satisfy the Registrable Amount or elect that such registration

statement not be filed or, if theretofore filed, be withdrawn. During such ten (10) calendar day period, the Company shall not file such

registration statement if not theretofore filed or, if such registration statement has been theretofore filed, the Company shall not seek,

and shall use reasonable best efforts to prevent, the effectiveness thereof. If a holder withdraws its notification or direction to the

Company to include Registrable Securities in a registration statement in accordance with this Section 5.4 with respect to a sufficient

number of Registrable Securities so as to reduce the number of Registrable Securities requested to be included in such registration statement

below the Registrable Amount, such holder shall be required to promptly reimburse the Company for reasonable and documented out-of-pocket

expenses incurred by the Company in connection with preparing for the registration of such Registrable Securities prior to such withdrawal.

5.5

Holdback Agreements. In connection with any Underwritten Offering, each holder of Registrable Securities agrees to enter

into customary agreements restricting the public sale or distribution of equity securities of the Company (including sales pursuant to

Rule 144 under the Securities Act) to the extent required in writing by the lead managing underwriter(s) with respect to an applicable

Underwritten Offering during the period commencing on the date of the “pricing” of such Underwritten Offering and continuing

for not more than sixty (60) calendar days after the date of the “final” prospectus (or “final” prospectus supplement

if the Underwritten Offering is made pursuant to a Shelf Registration Statement), pursuant to which such Underwritten Offering shall be

made, or such lesser period as is required by the lead managing underwriter(s). Any discretionary waiver or termination of the requirements

under the foregoing provisions or any other “lock up” made by the Company or applicable lead managing underwriter(s) shall

apply to each holder of Registrable Securities on a pro rata basis. Each person subject to the restrictions of the preceding sentence

shall receive the benefit of any shorter “lock-up” period or permitted exceptions agreed to by the managing underwriter or

underwriters for any Underwritten Offering and the terms of such lock-up agreements shall govern such person in lieu of the preceding

sentence; provided that in no event shall the holders of Registrable Securities be obligated to enter into such lock-up that are

any more restrictive than such agreements agreed to by the Company, its directors and executive officers or the other stockholders of

the Company participating in such offering; provided, further, that the Company, its directors, executive officers or other

stockholders shall not be released from any holdback agreement unless the holders of Registrable Securities are similarly released; and

provided, further, that any lock-up shall contain customary exceptions.

If any Demand Registration or Shelf Offering involves

an Underwritten Offering, the Company will not effect any public sale or distribution of any common equity (or securities convertible

into or exchangeable or exercisable for common equity) (other than a registration

statement on Form S-4, Form S-8 or any successor forms thereto or

a registration relating exclusively to employee benefit plans or dividend reinvestment plans) for its own account, within sixty (60) calendar

days after the effective date of such registration except as may otherwise be agreed between the Company and the lead managing underwriter(s)

of such Underwritten Offering.

5.6

Registration Procedures.

(a)

If and whenever the Company is required to use reasonable best efforts to effect the registration of any Registrable Securities

under the Securities Act as provided in Section 5.1, Section 5.2 or Section 5.3, the Company shall

as expeditiously as reasonably practicable:

(i)

prepare and file with the SEC a registration statement to effect such registration in accordance with the intended method or methods

of distribution of such securities and thereafter use reasonable best efforts to cause such registration statement to become and remain

effective pursuant to the terms of this Article V; provided, however, that the Company may discontinue any registration

of its securities which are not Registrable Securities at any time prior to the effective date of the registration statement relating

thereto; provided, further, that before filing such registration statement or any amendments thereto, the Company will furnish

to the Demand Stockholders which are including Registrable Securities in such registration (“Selling Stockholders”),

their counsel and the lead managing underwriter(s), if any, copies of all such documents proposed to be filed, which documents will be

subject to the review and reasonable comment of such counsel, and other documents reasonably requested by such counsel, including any

comment letter from the SEC, and, if requested by such counsel, provide such counsel reasonable opportunity to participate in the preparation

of such registration statement and each prospectus included therein and such other opportunities to conduct a reasonable investigation

within the meaning of the Securities Act, including reasonable access to the Company’s books and records, officers, accountants

and other advisors. The Company shall not file any such registration statement or prospectus or any amendments or supplements thereto

with respect to a Demand Registration to which the holders of a majority of Registrable Securities held by the Requesting Stockholder(s),

their counsel or the lead managing underwriter(s), if any, shall reasonably object, in writing, on a timely basis, unless, in the opinion

of the Company, such filing is necessary to comply with Applicable Law;

(ii)

prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection

therewith as may be necessary to keep such registration statement effective pursuant to the terms of this Article V, and comply

with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;

(iii)

if requested by the lead managing underwriter(s), if any, or the holders of a majority of the then outstanding Registrable Securities

being sold in connection with an Underwritten Offering, promptly include in a prospectus supplement or post-effective amendment such information

as the lead managing underwriter(s), if any, and such holders may reasonably request in order to permit the intended method of distribution

of such securities and make all required filings of such prospectus supplement or such post-effective amendment as

soon as reasonably practicable after the Company has received such

request; provided, however, that the Company shall not be required to take any actions under this Section 5.6(a)(iii)

that are not, in the opinion of counsel for the Company, in compliance with Applicable Law;

(iv)

furnish to the Selling Stockholders and each underwriter, if any, of the securities being sold by such Selling Stockholders such

number of conformed copies of such registration statement and of each amendment and supplement thereto, such number of copies of the prospectus

contained in such registration statement (including each preliminary prospectus and any summary prospectus) and each free writing prospectus

(as defined in Rule 405 of the Securities Act) (a “Free Writing Prospectus”) utilized in connection therewith and any

other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other

documents as such Selling Stockholders and underwriter, if any, may reasonably request in order to facilitate the public sale or other

disposition of the Registrable Securities owned by such Selling Stockholders;

(v)

use reasonable best efforts to register or qualify or cooperate with the Selling Stockholders, the underwriters, if any, and their

respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such

Registrable Securities covered by such registration statement under such other securities laws or “blue sky” laws of such

jurisdictions as the Selling Stockholders and any underwriter of the securities being sold by such Selling Stockholders shall reasonably

request, and to keep each such registration or qualification (or exemption therefrom) effective during the period such registration statement

is required to be kept effective and take any other action which may be necessary or reasonably advisable to enable such Selling Stockholders

and underwriters to consummate the disposition in such jurisdictions of the Registrable Securities owned by such Selling Stockholders,

except that the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation

in any jurisdiction wherein it would not but for the requirements of this clause (v) be obligated to be so qualified, (B) subject

itself to taxation in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction;

(vi)

use reasonable best efforts to cause such Registrable Securities to be listed on each securities exchange on which similar securities

issued by the Company are then listed and, if no such securities are so listed, use reasonable best efforts to cause such Registrable

Securities to be listed on a National Securities Exchange;

(vii)

use reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or

approved by such other governmental agencies or authorities as may be reasonably necessary to enable the Selling Stockholder(s) thereof

to consummate the disposition of such Registrable Securities;

(viii)

use reasonable best efforts to provide and cause to be maintained a transfer agent and registrar for all Registrable Securities

covered by such registration statement from and after a date not later than the effective date of such registration statement;

(ix)

enter into such agreements (including an underwriting agreement in form, scope and substance as is customary in underwritten offerings)

and use its reasonable

best efforts to take all such other actions reasonably requested

by the holders of a majority of the Registrable Securities being sold in connection therewith (including those reasonably requested by

the lead managing underwriter(s), if any) to expedite or facilitate the disposition of such Registrable Securities, and in such connection,

whether or not an underwriting agreement is entered into and whether or not the registration is an Underwritten Offering (A) make

such representations and warranties to the holders of such Registrable Securities and the underwriters, if any, with respect to the business

of the Company and its Subsidiaries, and the registration statement, prospectus and documents, if any, incorporated or deemed to be incorporated

by reference therein, in each case, in form, substance and scope as are customarily made by issuers in underwritten offerings, and, if

true, confirm the same if and when requested, (B) if an underwriting agreement has been entered into, the same shall contain indemnification

provisions and procedures substantially to the effect set forth in Section 5.9 hereof with respect to all parties to be indemnified

pursuant to said Section except as otherwise agreed by the holders of a majority of the Registrable Securities being sold and (C) deliver

such documents and certificates as reasonably requested by the holders of a majority of the Registrable Securities being sold, their counsel

and the lead managing underwriters(s), if any, to evidence the continued validity of the representations and warranties made pursuant

to sub-clause (A) above and to evidence compliance with any customary conditions contained in the underwriting agreement or other

agreement entered into by the Company. The above shall be done at each closing under such underwriting or similar agreement, or as and

to the extent required thereunder;

(x)

in connection with an Underwritten Offering, use reasonable best efforts to obtain for the Selling Stockholders and underwriter(s)

(A) opinions of counsel for the Company, covering the matters customarily covered in opinions requested in underwritten offerings

and such other matters as may be reasonably requested by such Selling Stockholders and underwriters and (B) “comfort”

letters and updates thereof (or, in the case of any such Person which does not satisfy the conditions for receipt of a “comfort”

letter specified in Statement on Auditing Standards No. 72, an “agreed upon procedures” letter) signed by the independent

public accountants who have certified the Company’s financial statements and, to the extent required, any other financial statements

included in such registration statement, covering the matters customarily covered in “comfort” letters in connection with

underwritten offerings;

(xi)

make available for inspection by the Selling Stockholders, any underwriter participating in any disposition pursuant to any registration

statement, and any attorney, accountant or other agent or representative retained in connection with such offering by such Selling Stockholders

or underwriter (collectively, the “Inspectors”), financial and other records, pertinent corporate documents and instruments

of the Company (collectively, the “Records”), as shall be reasonably necessary, or as shall otherwise be reasonably

requested, to enable them to exercise their due diligence responsibility, and cause the officers, directors and employees of the Company

and its Subsidiaries to supply all information in each case reasonably requested by any such representative, underwriter, attorney, agent

or accountant in connection with such registration statement; provided, however, that the Company shall not be required

to provide any information under this clause (xi) if the Company believes, after consultation with counsel for the Company, that

to do so would cause the Company to forfeit an attorney-client privilege that was applicable to such information; provided, further,

that each Selling Stockholder agrees that it will, upon learning that disclosure of such Records is sought in a court

of competent jurisdiction or by another Governmental Authority,

give notice to the Company and allow the Company, at its expense, to undertake appropriate action seeking to prevent disclosure of the

Records deemed confidential;

(xii)

as promptly as practicable notify in writing the Selling Stockholder and the underwriters, if any, of the following events: (A) the

filing of the registration statement, any amendment thereto, the prospectus or any prospectus supplement related thereto or post-effective

amendment to the registration statement or any Free Writing Prospectus utilized in connection therewith, and, with respect to the registration

statement or any post-effective amendment thereto, when the same has become effective; (B) any request by the SEC or any other U.S.

or state Governmental Authority for amendments or supplements to the registration statement or the prospectus or for additional information;

(C) the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any

proceedings by any Person for that purpose; (D) the receipt by the Company of any notification with respect to the suspension of

the qualification of any Registrable Securities for sale under the securities or “blue sky” laws of any jurisdiction or the

initiation or threat of any proceeding for such purpose; (E) if at any time the representations and warranties of the Company contained

in any mutual agreement (including any underwriting agreement) contemplated by Section 5.6(a)(ix) cease to be true and correct

in any material respect; and (F) upon the happening of any event that makes any statement made in such registration statement or

related prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that

requires the making of any changes in such registration statement, prospectus or documents so that, in the case of the registration statement,

it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary

to make the statements therein not misleading, and that in the case of the prospectus, it will not contain any untrue statement of a material

fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they

were made, not misleading, and, at the request of any Selling Stockholder, promptly prepare and furnish to such Selling Stockholder a

reasonable number of copies of a supplement to or an amendment of such registration statement or prospectus as may be necessary so that,

as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material

fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances

under which they were made, not misleading;

(xiii)

use reasonable best efforts to obtain the withdrawal of any order suspending the effectiveness of such registration statement,

or the lifting of any suspension of the qualification (or exemption from qualification) of any of the Registrable Securities for sale

in any jurisdiction at the earliest reasonable practicable date, except that, subject to the requirements of Section 5.6(a)(v),

the Company shall not for any such purpose be required to (A) qualify generally to do business as a foreign corporation in any jurisdiction

wherein it would not but for the requirements of this clause (xiii) be obligated to be so qualified, (B) subject itself to taxation

in any such jurisdiction or (C) file a general consent to service of process in any such jurisdiction;

(xiv)

cooperate with the Selling Stockholders and the lead managing underwriter(s) to facilitate the timely preparation and delivery

of certificates (which shall not

bear any restrictive legends unless required under Applicable Law)

representing securities sold under any registration statement, and enable such securities to be in such denominations and registered in

such names as the lead managing underwriter(s) or such Selling Stockholders may request and keep available and make available to the Company’s

transfer agent prior to the effectiveness of such registration statement a supply of such certificates;

(xv)

cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable

Securities and their respective counsel in connection with any filings required to be made with FINRA; and

(xvi)

have appropriate officers of the Company prepare and make presentations at a reasonable number of “road shows” and

before analysts and rating agencies, as the case may be, and other information meetings reasonably organized by the underwriters and otherwise

use its reasonable best efforts to cooperate as reasonably requested by the Selling Stockholders and the underwriters in the offering,

marketing or selling of the Registrable Securities.

(b)

The Company may require each Selling Stockholder and each underwriter, if any, to furnish the Company in writing such information

regarding each Selling Stockholder or underwriter and the distribution of such Registrable Securities as the Company may from time to

time reasonably request in writing to complete or amend the information required by such registration statement.

(c)

Each Selling Stockholder agrees that upon receipt of any notice from the Company of the happening of any event of the kind described

in clauses (B), (C), (D), (E) and (F) of Section 5.6(a)(xii), such Selling Stockholder shall forthwith discontinue such

Selling Stockholder’s disposition of Registrable Securities pursuant to the applicable registration statement and prospectus relating

thereto until such Selling Stockholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 5.6(a)(xii),

or until it is advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies of

any additional or supplemental filings that are incorporated or deemed to be incorporated by reference in such prospectus; provided,

however, that the Company shall extend the time periods under Section 5.1(c) with respect to the length of time that

the effectiveness of a registration statement must be maintained by the amount of time the holder is required to discontinue disposition

of such securities.

(d)

With a view to making available to the holders of Registrable Securities the benefits of Rule 144 under the Securities Act and

any other rule or regulation of the SEC that may at any time permit a holder to sell securities of the Company to the public without registration

or pursuant to a registration on Form S-3 (or any successor form), the Company shall:

(i)

use reasonable best efforts to make and keep public information available, as those terms are understood and defined in Rule 144

under the Securities Act;

(ii)

use reasonable best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under

the Exchange Act, at any time when the Company is subject to such reporting requirements; and

(iii)

furnish to any holder so long as the holder owns Registrable Securities, promptly upon request, a written statement by the Company

as to its compliance with the reporting requirements of Rule 144 under the Securities Act and of the Exchange Act, a copy of the most

recent annual or quarterly report of the Company, and such other reports and documents so filed or furnished by the Company with the SEC

as such holder may reasonably request in connection with the sale of Registrable Securities without registration (in each case to the

extent not readily publicly available).

5.7

Registration Expenses. All fees and expenses incident to the Company’s performance of its obligations under this Article V,

including (a) all registration and filing fees, including all fees and expenses of compliance with securities and “blue sky”

laws (including the reasonable and documented fees and disbursements of counsel for the underwriters in connection with “blue sky”

qualifications of the Registrable Securities pursuant to Section 5.6(a)(v)) and all fees and expenses associated with filings

required to be made with FINRA (including, if applicable, the fees and expenses of any “qualified independent underwriter”

as such term is defined in FINRA Rule 5121), (b) all printing (including expenses of printing certificates for the Registrable Securities

in a form eligible for deposit with the Depository Trust Company and of printing prospectuses if the printing of prospectuses is requested

by a holder of Registrable Securities) and copying expenses, (c) all messenger, telephone and delivery expenses, (d) all fees

and expenses of the Company’s independent certified public accountants and counsel (including with respect to “comfort”

letters and opinions), (e) expenses of the Company incurred in connection with any “road show” and (f) reasonable

and documented fees and disbursements of one counsel for all holders of Registrable Securities whose shares are included in a registration

statement, which counsel shall be selected by, in the case of a Demand Registration, the Requesting Stockholders, in the case of a Shelf

Offering, the Demand Stockholder(s) requesting such offering, or in the case of any other registration, the holders of a majority of the

Registrable Securities being sold in connection therewith, shall be borne solely by the Company whether or not any registration statement

is filed or becomes effective. In connection with the Company’s performance of its obligations under this Article V,

the Company will pay its internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting

duties and the expense of any annual audit) and the expenses and fees for listing the securities to be registered on each securities exchange

and included in each established over-the-counter market on which similar securities issued by the Company are then listed or traded.

Each Selling Stockholder shall pay its portion of all underwriting discounts and commissions and transfer taxes, if any, relating to the

sale of such Selling Stockholder’s Registrable Securities pursuant to any registration.

5.8

Miscellaneous.

(a)

Not less than five (5) calendar days before the expected filing date of each registration statement pursuant to this Agreement,

the Company shall notify each holder of Registrable Securities who has timely provided the requisite notice hereunder entitling such holder

to register Registrable Securities in such registration statement of the information,

documents and instruments from such holder that the Company or any

underwriter reasonably requests in connection with such registration statement, including a questionnaire, custody agreement, power of

attorney, lock-up letter and underwriting agreement (the “Requested Information”). If the Company has not received,

on or before the second Business Day before the expected filing date, the Requested Information from such holder, the Company may file

the registration statement without including Registrable Securities of such holder. The failure to so include in any registration statement

the Registrable Securities of a holder of Registrable Securities (with regard to that registration statement) shall not result in any

liability on the part of the Company to such holder.

(b)

The Company shall not grant any demand, piggyback or shelf registration rights the terms of which are senior to or conflict with

the rights granted to the holders of Registrable Securities hereunder to any other Person without the prior written consent of Demand

Stockholders holding a majority of the Registrable Securities then held by all Demand Stockholders.

(c)

By written notice delivered to the Company, any holder of Registrable Securities (an “Opting-Out Stockholder”)

may elect to waive its right to participate in Underwritten Offerings and to be a Piggyback Seller and participate in a Piggyback Registration

(an “Opt-Out”), until such time as the written notice is rescinded in writing. During such time as an Opt-Out is in

effect: the Opting-Out Stockholder (a) shall not receive notices of any proposed Demand Registration, Shelf Offering or Piggyback

Registration and (b) shall not be entitled to participate in any such registration or offering.

5.9

Registration Indemnification.

(a)

The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by Law, each

Selling Stockholder and its Affiliates and their respective officers, directors, members, shareholders, employees, managers, partners,

accountants, attorneys and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20

of the Exchange Act) such Selling Stockholder or such other indemnified Person and the officers, directors, members, shareholders, employees,

managers, partners, accountants, attorneys and agents of each such controlling Person, each underwriter, if any, and each Person who controls

(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against

all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’

fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”),

as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material

fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement

thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein,

in light of the circumstances under which they were made, not misleading and (without limitation of the preceding portions of this Section 5.9(a))

will reimburse each such Selling Stockholder, each of its Affiliates, and each of their respective officers, directors, members, shareholders,

employees, managers, partners, accountants, attorneys and agents and each such Person who controls each such Selling Stockholder and the

officers, directors, members, shareholders, employees,

managers, partners, accountants, attorneys and agents of each such

controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses

reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except

insofar as the same are caused by any information furnished in writing to the Company by any other party expressly for use therein.

(b)

In connection with any registration statement in which a Selling Stockholder is participating, without limitation as to time, each

such Selling Stockholder shall, severally and not jointly, indemnify the Company, its directors and officers, and each Person who controls

(within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Company, from and against all

Losses, as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of material

fact contained in the registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement

thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein,

in light of the circumstances under which they were made, not misleading, and (without limitation of the preceding portions of this Section 5.9(b))

will reimburse the Company, its directors and officers and each Person who controls the Company (within the meaning of Section 15

of the Securities Act and Section 20 of the Exchange Act) for any legal and any other expenses reasonably incurred in connection

with investigating and defending or settling any such claim, Loss, damage, liability or action, in each case solely to the extent, but

only to the extent, that such untrue statement or omission is made in such registration statement, prospectus or preliminary prospectus

or Free Writing Prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information furnished

to the Company by such Selling Stockholder for inclusion in such registration statement, prospectus or preliminary prospectus or Free

Writing Prospectus or any amendment or supplement thereto. Notwithstanding the foregoing, no Selling Stockholder shall be liable under

this Section 5.9(b) for amounts in excess of the net proceeds received by such holder in the offering giving rise to such

liability.

(c)

Any Person entitled to indemnification hereunder shall give prompt written notice to the indemnifying party of any claim with respect

to which it seeks indemnification; provided, however, the failure to give such notice shall not release the indemnifying

party from its obligation, except to the extent that the indemnifying party has been actually and materially prejudiced by such failure

to provide such notice on a timely basis.

(d)

In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement

thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, to assume the defense thereof,

with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party

of its election so to assume the defense thereof and acknowledging the obligations of the indemnifying party with respect to such proceeding,

the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in

question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently

incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and

monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available

to it which are different

from or in addition to the defenses available to such indemnifying

party and, as a result, a conflict of interest exists or (ii) the indemnifying party shall have failed within a reasonable period

of time to assume such defense and the indemnified party is or would reasonably be expected to be materially prejudiced by such delay,

in either event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with

retaining one separate legal counsel (for the avoidance of doubt, for all indemnified parties in connection therewith)). For the avoidance

of doubt, notwithstanding any such assumption by an indemnifying party, the indemnified party shall have the right to employ separate

counsel in any such matter and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of

such indemnified party except as provided in the previous sentence. An indemnifying party shall not be liable for any settlement of an

action or claim effected without its consent. No matter shall be settled by an indemnifying party without the consent of the indemnified

party, unless such settlement (x) includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified

party of a release from all liability in respect to such claim or litigation and (y) does not include any statement as to or any

admission of fault, culpability or a failure to act by or on behalf of any indemnified party.

(e)

The indemnification provided for under this Agreement shall survive the Transfer of the Registrable Securities and the termination

of this Agreement.

(f)

If recovery is not available under the foregoing indemnification provisions for any reason or reasons other than as specified therein,

any Person who would otherwise be entitled to indemnification by the terms thereof shall nevertheless be entitled to contribution with

respect to any Losses with respect to which such Person would be entitled to such indemnification but for such reason or reasons, in such

proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and such indemnified party, on

the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable

considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other

things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information

supplied by the indemnifying party or by the indemnified party, the Persons’ relative knowledge and access to information concerning

the matter with respect to which the claim was asserted, the opportunity to correct and prevent any statement or omission, and other equitable

considerations appropriate under the circumstances. It is hereby agreed that it would not necessarily be equitable if the amount of such

contribution were determined by pro rata or per capita allocation. No Person guilty of fraudulent misrepresentation (within the meaning

of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not found guilty of such fraudulent

misrepresentation. Notwithstanding the foregoing, no Selling Stockholder shall be required to make a contribution in excess of the net

proceeds received by such Selling Stockholder from its sale of Registrable Securities in connection with the offering that gave rise to

the contribution obligation.

ARTICLE VI

DEFINITIONS

6.1

Defined Terms. Capitalized terms when used in this Agreement have the following meanings:

“Activist Stockholder” means

any Person (or any Affiliate of any such Person) that (a) has, whether individually or as a member of a Group (i) publicly engaged in

any “solicitation” of “proxies” (as such terms are used in the proxy rules of the SEC) with respect to equity

securities of the Company to vote against, or to withhold consents with respect to, any nominee recommended by the Board for election

to the Board or (ii) nominated a candidate for election to the Board that the Board recommended against or (b) has been identified on

the most recently available “SharkWatch 50” list as of such date (or, if “SharkWatch 50” is no longer available,

the then prevailing comparable list, as reasonably agreed by the Company and the Ki Holder).

“Affiliate” means,

with respect to any Person, an “affiliate” as defined in Rule 405 of the regulations promulgated under the Securities Act

and with respect to each Investor and each K Family Member, an “affiliate” of such Investor or K Family Member, as applicable,

as defined in Rule 405 of the regulations promulgated under the Securities Act and any investment fund, vehicle or holding company of

which such Investor, K Family Member or an Affiliate of such Investor or K Family Member serves as the general partner, managing member

or discretionary manager or advisor; provided, however, that notwithstanding the foregoing, an Affiliate of the Ki Holder,

LGP or PF shall not include any portfolio company of the Ki Holder, LGP or PF or any investment fund, vehicle or holding company, or

any limited partners, of the Ki Holder, LGP or PF, as applicable (any such portfolio company of the Ki Holder that would, in the absence

of this proviso, be an Affiliate of the Ki Holder, a “Portfolio Company”); provided, further, that notwithstanding

anything to the contrary herein, with respect to PF, “Affiliate” shall only include any Person directly or indirectly wholly

owned or Controlled by the Government of the Emirate of Abu Dhabi.

“Agreement” has the meaning

set forth in the Preamble.

“Applicable Law” means, with

respect to any Person, any Law applicable to such Person, its assets, properties, operations or business.

“Applicable Restricted Period”

has the meaning set forth in Section 2.1(a).

“Beneficial Owner” or “Beneficially

Own” has the meaning assigned to such term in Rule 13d-3 under the Exchange Act, and a Person’s beneficial ownership (“Beneficial

Ownership”)

of securities shall be calculated in accordance with the provisions of such Rule (in each case, irrespective of

whether or not such Rule is actually applicable in such circumstance).

“Blackout Period” means

(i) solely with respect to the Ki Holder and the K Family Members and only until a Final Board Step-Down Event has occurred,

any regular quarterly period during which directors and executive officers of the Company are not permitted to trade under the

insider trading policy of the Company then in effect and (ii) in the event that the Company determines in good faith that the

registration would reasonably be expected to materially adversely affect or materially interfere with any bona fide material

financing of the Company or any material transaction under consideration by the Company or would require disclosure of information

that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially

adversely affect the Company, a period of up to sixty (60) days; provided that a Blackout Period described in this

clause (ii) may not occur more than twice in any period of twelve (12) consecutive months.

“Blackout Period Limitations”

has the meaning set forth in Section 5.1(f).

“Board” has the meaning set

forth in Section 1.1.

“Business Day” means a day

on which banks are generally open for normal business in New York, New York, which day is not a Saturday or a Sunday.

“Closing” has the meaning set

forth in the Merger Agreement.

“Closing Date” has the meaning

set forth in the Merger Agreement.

“Closing Date Share Amount”

means the number of Voting Securities that the Ki Holder, the K Family Members and their respective Controlled Affiliates, collectively,

Beneficially Owned as of the Closing Date.

“Company” has the meaning set

forth in the Preamble.

“Confidential Information”

means all information (irrespective of the form of communication, and irrespective of whether obtained prior to or after the date hereof)

obtained by or on behalf of the Ki Holder or its Representatives from the Company and its Subsidiaries (including Maverick PropCo and

Maverick OpCo) or their respective Representatives or any Ki Director and its and their businesses, finances and operations, other than

information which (i) was or becomes generally available to the public other than as a result of a breach of Section 1.6 by

the Ki Holder or any of its Representatives, (ii) was or becomes available to the Ki Holder or any of its Representatives on a non-confidential

basis from a source other than the Company or its Representatives, provided, that the source thereof is not known by the Ki Holder

or such of its Representatives to be bound by an obligation of confidentiality, or (iii) is independently developed by the Ki Holder

or such of its Representatives without the use of any such information that would otherwise be Confidential Information hereunder, provided

that the source of such information was not known by the Ki Holder or its Representatives to be subject to a confidentiality agreement

or other obligation of confidentiality in respect thereof. Subject to clauses (i)-(iii) above, Confidential Information also includes

all non-public information previously provided by the Company or its Representatives under the Confidentiality Agreement.

“Confidentiality Agreement”

means the Confidentiality Agreement, dated as of July 7, 2025, among Maverick OpCo, Maverick PropCo, and the Company, and the Clean

Team Agreement dated as of October 8, 2025, by and among Maverick

OpCo, Maverick PropCo and the Company, in each case, as may be amended, modified, supplemented or restated.

“Contract” means any contract,

lease, license, indenture, loan, note, agreement or other legally binding commitment, arrangement or undertaking (whether written or oral

and whether express or implied).

“Control” means the possession,

directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the

ownership of voting securities, by contract or otherwise.

“Controlled Affiliate” means

any Affiliate of the specified Person that is, directly or indirectly, Controlled by the specified Person.

“Corporate Governance and Nominating

Committee” means the corporate governance committee of the Board, or another committee performing the functions of nominating

or selecting Persons for election or appointment to the Board.

“Current Business” has the

meaning set forth in Section 3.2(a).

“Demand” has the meaning set

forth in Section 5.1(a).

“Demand Registration” has the

meaning set forth in Section 5.1(a).

“Demand Stockholder” means

each of the Ki Holder and LGP, so long as the Ki Holder or LGP, as applicable, holds Registrable Securities.

“Designee Qualifications” has

the meaning set forth in Section 1.3(c).

“Director” has the meaning

set forth in Section 1.2(a).

“Estate Vehicles” means, with

respect to any individual, any trust of which such individual or a Family Member of such individual is the primary beneficiary or any

charitable remainder trust in which such individual has an interest or any other form of estate planning vehicle that is formed, established

and operated for the benefit of such individual or his or her Family Members.

“Exchange” means the New York

Stock Exchange.

“Exchange Act” has the meaning

set forth in Section 4.1(e).

“Family Members” means, as

to an individual, any spouse, parent, grandparent or other ancestor (by birth or adoption), sibling (by birth or adoption), lineal descendants

(by birth or adoption), lineal descendants of siblings (by birth or adoption), heirs, testamentary trustees or legatees of such individual

or of any spouse of such individual.

“Family-Related Person” means

each of the persons set forth on Schedule I and any of their respective Family Members or Estate Vehicles.

“Final Board Step-Down Event”

has the meaning set forth in Section 1.2(a).

“Form S-3” has the meaning

set forth in Section 5.3(a).

“Free Writing Prospectus” has

the meaning set forth in Section 5.6(a)(iv).

“Governmental Authority” has

the meaning set forth in the Merger Agreement.

“Group” has the meaning assigned

to such term in Section 13(d)(3) of the Exchange Act.

“holder of Registrable Securities”

means any Investor or K Family Member holding Registrable Securities.

“Holder Representative” has

the meaning set forth in the Recitals.

“Holders” means the Maverick

OpCo Holders and Maverick PropCo Holders (each as defined in the Merger Agreement).

“Initial Board Step-Down Event”

has the meaning set forth in Section 1.2(a).

“Initial LGP Investors” means

Jupiter LP Coinvest LLC, Jupiter LP Side Coinvest LLC, Jupiter CEO Coinvest LLC, Jupiter Roll Holdings LLC, Green Equity Investors CF

IV-A, L.P., Green Equity Investors CF IV-C, L.P., LGP Associates CF IV, LLC, Green Equity Investors CF IV J, L.P., GEI Jupiter Holdings

J, L.P., GEI IX Jupiter Aggregator, LLC, and Green Equity Investors Side IX, L.P..

“Initial K Family Members”

means the persons set forth on Schedule I.

“Initial Ki Holder” means Ki

Atlantic Holdings Limited.

“Initial PF Investor” means

Platinum Falcon B 2018 RSC Limited.

“Inspectors” has the meaning

set forth in Section 5.6(a)(xi).

“Investors” has the meaning

set forth in the Preamble.

“Law” has the meaning set forth

in the Merger Agreement.

“LGP” has the meaning set forth

in the Preamble, provided that the term “LGP” shall also include (i) any Permitted Transferee of any Initial LGP Investor

to which Shares are Transferred by such Initial LGP Investor in compliance with the terms of this Agreement and (ii) any Permitted

Transferee of any of the Persons included in clause (i) of this definition to which Shares are Transferred by such Person in compliance

with the terms of this Agreement.

“Losses” has the meaning set

forth in Section 5.9(a).

“Marketed Underwritten Shelf Offering”

has the meaning set forth in Section 5.3(e).

“K Family Members” has the

meaning set forth in the Preamble, provided that the term “K Family Members” shall also be deemed to include (i) any

Permitted Transferee of any Initial K Family Member to which Shares are Transferred by such Initial K Family Member in compliance with

the terms of this Agreement and (ii) any Permitted Transferee of any of the Persons included in clause (i) of this definition

to which Shares are Transferred by such Person in compliance with the terms of this Agreement.

“Ki Holder” has the meaning

set forth in the Preamble, provided that the term “Ki Holder” shall also be deemed to include (i) any Permitted Transferee

of the Initial Ki Holder to which Shares are Transferred by the Initial Ki Holder in compliance with the terms of this Agreement and (ii) any

Permitted Transferee of any of the Persons included in clause (i) of this definition to which Shares are Transferred by such Person

in compliance with the terms of this Agreement.

“Ki Designee” means, subject

to Section 1.3 and Section 1.2(b), an individual designated in writing by the Ki Holder for nomination for election

or appointment to the Board. The initial Ki Designees shall be Sir Bradley Fried and Stanley Fleishman.

“Ki Director” means a Ki Designee

who has been elected or appointed to the Board.

“Maverick OpCo” has the meaning

set forth in the Recitals.

“Maverick PropCo” has the meaning

set forth in the Recitals.

“Maximum Voting Percentage”

has the meaning set forth in Section 1.4(c).

“Merger Agreement” has the

meaning set forth in the Recitals.

“Merger Sub 1” has the meaning

set forth in the Recitals.

“Merger Sub 2” has the meaning

set forth in the Recitals.

“Merger Sub 3” has the meaning

set forth in the Recitals.

“Mergers” has the meaning set

forth in the Recitals.

“National Securities Exchange”

means an exchange registered with the SEC under Section 6(a) of the Exchange Act or any successor to such provision.

“Non-Liable Person” has the

meaning set forth in Section 7.15.

“OpCo Merger” has the meaning

set forth in the Recitals.

“Opt-Out” has the meaning

set forth in Section 5.8(c).

“Opting-Out Stockholder” has

the meaning set forth in Section 5.8(c).

“Other Demanding Sellers” has

the meaning set forth in Section 5.2(b).

“Other Proposed Sellers” has

the meaning set forth in Section 5.2(b).

“Parent” has the meaning set

forth in the Recitals.

“Parent Merger” has the meaning

set forth in the Recitals.

“Permitted Transferee” means,

(a) with respect to any Investor or K Family Member, any Controlled Affiliate of such Investor or K Family Member, (b) with respect

to the Ki Holder and the K Family Members, a Transfer for bona fide tax or estate planning purposes to any Family-Related Person, (c)

with respect to LGP, a Transfer to any of LGP’s related investment funds or vehicles that are, in each case, controlled or managed

by LGP or any Controlled Affiliate of LGP, (d) with respect to PF, a Transfer to any Person directly or indirectly wholly owned or Controlled

by the Government of the Emirate of Abu Dhabi, and (e) a Transfer that is a bona fide charitable contribution to a charitable trust

or organization that is exempt from taxation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or under

the applicable tax laws of the domicile of such charitable trust or organization, and controlled by such Investor or K Family Member

or any of the persons listed in the foregoing clauses (a) and (b), and in each case of clauses (a), (b), (c) and (d), upon prior written

notice to the Company, and (e), subject to the execution by the transferor, and the transferee, of a joinder to this Agreement in the

form attached as Exhibit A hereto, in which such Permitted Transferee agrees to be bound by the terms of this Agreement as

if they were an original party hereto (in the capacity of the Ki Holder, LGP, PF or such other Investor or K Family Member, as applicable).

“Permitted Transfers” has the

meaning set forth in Section 2.1(b).

“Person” has the meaning set

forth in the Merger Agreement.

“PF” has the meaning set forth

in the Preamble, provided that the term “PF” shall also include (i) any Permitted Transferee of the Initial PF Investor

to which Shares are Transferred by the Initial PF Investor in compliance with the terms of this Agreement and (ii) any Permitted

Transferee of any of the Persons included in clause (i) of this definition to which Shares are Transferred by such Person in compliance

with the terms of this Agreement.

“Piggyback Notice” has the

meaning set forth in Section 5.2(a).

“Piggyback Registration” has

the meaning set forth in Section 5.2(a).

“Piggyback Seller” has the

meaning set forth in Section 5.2(a).

“Pro Rata Transaction” means

any transaction in which all holders of Holdco Common Stock (x) are offered terms substantially similar to those given to the Ki Holder

or otherwise are offered the opportunity to, or will, participate in such transaction on a pro rata basis, and (y) are entitled to receive

consideration of equal market value (on a per share or as-converted basis).

“Prohibited Entity” has the

meaning set forth in Section 3.1(a)(ii).

“PropCo Merger” has the meaning

set forth in the Recitals.

“Records” has the meaning set

forth in Section 5.6(a)(xi).

“Registrable Amount” means

an amount of Registrable Securities having an aggregate value of at least $250 million (based on the anticipated offering price (as reasonably

determined in good faith by the Company)), without regard to any underwriting discount or commission, or such lesser amount of Registrable

Securities as would result in the disposition of all of the Registrable Securities Beneficially Owned by the applicable Requesting Stockholder.

“Registrable Securities” means,

with respect to any Investor or K Family Member, the shares of Holdco Common Stock held by such Investor or K Family Member and any shares

of Holdco Common Stock received by the Investor or K Family Member in connection with any stock split or subdivision, stock dividend,

distribution or similar transaction and any securities into which such shares of Holdco Common Stock may be converted or exchanged pursuant

to any merger, consolidation, sale of all or any part of its assets, corporate conversion or other extraordinary transaction of the Company;

provided, that any such shares of Holdco Common Stock shall cease to be Registrable Securities (i) when they are sold pursuant

to an effective registration statement under the Securities Act, (ii) when they are sold pursuant to Rule 144 under the Securities Act,

(iii) when they shall have ceased to be outstanding or (iv) so long as the aggregate value of the Registrable Securities Beneficially

Owned by (x) the Ki Holder and K Family Members and their respective Permitted Transferees in the aggregate, (y) LGP and its Permitted

Transferees in the aggregate or (z) PF and its Permitted Transferees in the aggregate, in each case, as applicable, is less than $250

million; provided, further, that Registrable Securities shall not include any Shares that are not permitted to be sold as

a result of the transfer restrictions set forth in Section 2.1(a) if the sale thereof pursuant to the registration rights provided

in Article V would occur while such transfer restrictions are in effect.

“Representatives” has the meaning

set forth in Section 1.6(b)(i).

“Requested Information” has

the meaning set forth in Section 5.8(a).

“Requesting Stockholders” has

the meaning set forth in Section 5.1(a).

“Restricted Persons” means

(i) any Prohibited Entity and (ii) (x) in the case of Transfers by the Ki Holder and K Family Members, any Activist Stockholder or (y)

in the case of Transfers by LGP or PF, any Persons (or any Affiliate of any Person) described in clause (b) of the definition of Activist

Stockholder.

“SEC” has the meaning set forth

in Section 4.1(e).

“Securities Act” has the meaning

set forth in Section 2.1(f).

“Selling Stockholders” has

the meaning set forth in Section 5.6(a)(i).

“Shares” has the meaning set

forth in the Recitals.

“Shelf Notice” has the meaning

set forth in Section 5.3(a).

“Shelf Offering” has the meaning

set forth in Section 5.3(e).

“Shelf Registration Statement”

has the meaning set forth in Section 5.3(a).

“SRO” means (i) any “self-regulatory

organization” as defined in Section 3(a)(26) of the Exchange Act, (ii) any other United States or foreign securities exchange,

futures exchange, commodities exchange or contract market, or (iii) any other securities exchange.

“Standstill Period” has the

meaning set forth in Section 2.2(c).

“Subsidiary” has the meaning

set forth in the Merger Agreement.

“Take-Down Notice” has the

meaning set forth in Section 5.3(e).

“Total Economic Interest” means,

as of any date of determination, the total economic interests of all Voting Securities then outstanding. The percentage of the Total Economic

Interest Beneficially Owned by any Person as of any date of determination is the percentage of the Total Economic Interest then Beneficially

Owned by such Person, including pursuant to any swaps or any other agreements, transactions or series of transactions, whether any such

swap, agreement, transaction or series of transaction is to be settled by delivery of securities, in cash or otherwise.

“Total Voting Power” means,

as of any date of determination, the total number of votes that may be cast in the election of directors of the Company if all Voting

Securities then outstanding were present and voted at a meeting held for such purpose. The percentage of the Total Voting Power Beneficially

Owned by any Person as of any date of determination is the percentage of the Total Voting Power of the Company that is represented by

the total number of votes that may be cast in the election of directors of the Company by Voting Securities then Beneficially Owned by

such Person.

“Transfer” means (i) to transfer,

assign, sell, offer to sell, lease, encumber, pledge (including under any margin loan), hypothecate, grant any option to purchase, otherwise

dispose of or enter into any contract to do any of the foregoing, directly or indirectly, by operation of law or otherwise or (ii) in

respect of any capital stock or interest in any capital stock, to enter into any swap or any other similar agreement, transaction or series

of transactions that hedges or transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of such capital

stock or interest in capital stock, whether any such swap, agreement, transaction or series of transactions is to be settled by delivery

of securities, in cash or otherwise. “Transferor” means a Person that Transfers or proposes to Transfer; and “Transferee”

means a Person to whom a Transfer is made or is proposed to be made.

“Underwritten Offering” means

a sale of securities of the Company to an underwriter or underwriters for reoffering to the public.

“Voting Securities” means shares

of Holdco Common Stock and any other securities of the Company entitled to vote generally in the election of directors of the Company.

6.2

Interpretation. Whenever used: the words “include,” “includes” and “including” shall

be deemed to be followed by the phrase “without limitation”, and the words “hereof” and “herein” and

similar words shall be construed as references to this Agreement as a whole and not

limited to the particular Article, Section,

Annex, Exhibit or Schedule in which the reference appears. Unless the context otherwise requires, references herein: (x) to

Articles, Sections, Annexes, Exhibits and Schedules mean the Articles, Sections and Annexes of, and Exhibits and Schedules attached

to, this Agreement; (y) to an agreement, instrument or other document means such agreement, instrument or other document as amended,

supplemented and modified from time to time to the extent permitted by the provisions thereof and (z) to a statute means such statute

as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. References to

“$” or “dollars” means United States dollars. Any reference in this Agreement to any gender shall include all

genders. The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms. The Annexes, Exhibits

and Schedules referred to herein shall be construed with, and as an integral part of, this Agreement to the same extent as if they

were set forth verbatim herein. The headings of the Articles and Sections are for convenience of reference only and do not affect

the interpretation of any of the provisions hereof. If, and as often as, there is any change in the outstanding shares of Holdco Common

Stock by reason of stock dividends, splits, reverse splits, spin-offs, split-ups, mergers, reclassifications, reorganizations, recapitalizations,

combinations or exchanges of shares and the like, appropriate adjustment shall be made in the provisions of this Agreement so as to fairly

and equitably preserve, as far as practicable, the rights and obligations set forth herein that continue to be applicable on the date

of such change. No rule of construction against the draftsperson shall be applied in connection with the interpretation or enforcement

of this Agreement, as this Agreement is the product of negotiation between sophisticated parties advised by counsel.

ARTICLE VII

MISCELLANEOUS

7.1

Term. This Agreement will be effective as of the Closing Date and, unless otherwise specified herein, shall automatically

terminate with respect to any Investor on the first date such Investor no longer Beneficially Owns any shares of Holdco Common Stock or

Registrable Securities. If this Agreement is terminated pursuant to this Section 7.1, this Agreement shall immediately then

be terminated and of no further force and effect, except for the provisions set forth in Section 1.6(b) (which shall survive

termination of this Agreement for a period of two (2) years from such termination), Section 5.9, Section 6.2

and this Article VII, and except that no termination hereof pursuant to this Section 7.1 shall have the effect

of shortening the periods set forth in Section 3.1(a)-(c), which, in each case, shall survive in accordance with their terms.

7.2

Notices.

(a) Notices

and other statements in connection with this Agreement shall be in writing in the English language and shall be delivered by hand or

overnight courier to the recipient’s physical address or email address as set forth below or to such other physical address or email address as a party hereto may notify to the other parties

hereto from time to time and shall be given:

(i)

if to the Company, to:

Name:

New Slider Holdco, Inc.

Address:

1390 Enclave Parkway

Houston, Texas 77077

Email:

[***]

Attention:

Jennifer K. Schott

with a copy to (which shall not be considered notice):

Name:

Paul, Weiss, Rifkind, Wharton & Garrison LLP

Address:

1285 Avenue of the Americas

New York, New York 10019

Email:

jlangston@paulweiss.com

akrause@paulweiss.com

Attention:

James E. Langston

Andrew D. Krause

(ii)

if to the Ki Holder, to:

Name:

Ki Atlantic Holdings Limited

Address:

[***]

Email:

[***]

Attention:

Carl von Bratt

with a copy to (which shall not be considered notice):

Name:

Wachtell, Lipton, Rosen & Katz

Address:

51 West 52nd Street

New York, NY 10019

Email:

AJNussbaum@wlrk.com

VGoldfeld@wlrk.com

KMDiamond@wlrk.com

Attention:

Andrew J. Nussbaum

Victor Goldfeld

Kyle M. Diamond

(iii)

if to LGP, to:

Name:

Leonard Green & Partners, L.P.

Address:

11111 Santa Monica Boulevard, Suite 2000

Los Angeles, CA 90025

Email:

[***]

Attention:

Usama Cortas

Andrew Goldberg

with a copy to (which shall not be considered notice):

Name:

Latham & Watkins LLP

Address:

1271 Avenue of the Americas

New York, NY 10020

Email:

paul.kukish@lw.com

michael.vardanian@lw.com

Attention:

Paul Kukish

Michael Vardanian

(iv)

if to PF, to:

Name:

Platinum Falcon B 2018 RSC Limited

Address:

Level 26, Al Khatem Tower Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates

Email:

[***]

Attention:

Directors

with a copy to (which shall not be considered notice):

Name:

Cleary Gottlieb Steen & Hamilton LLP

Address:

Al Sila Tower, 27th floor, Abu Dhabi Global Market Square, Al Maryah Island, PO Box 29920, Abu Dhabi, United Arab Emirates

Email:

cmacbeth@cgsh.com

mpreston@cgsh.com

jkupiec@cgsh.com

Attention:

Chris Macbeth

Michael Preston

John Kupiec

(b)

A notice shall be effective upon receipt and shall be deemed to have been received (i) if given by mail, 72 hours after such communication

is sent by reliable international overnight delivery service (with proof of service) or hand delivery, (ii) when transmitted via e-mail

to the e-mail address set forth above (provided no “bounce back” or similar message of non-delivery is received with

respect thereto) or (iii) if given by any other means, when delivered at the address specified in this Section 7.2.

7.3

Investor Actions. Any determination, consent or approval of, or notice or request delivered by, or any similar action of,

the Ki Holder, LGP or the other Investors or K Family Members, as applicable, shall be made by, and shall be valid and binding upon, the

Ki Holder, LGP or the other Investors or K Family Members, respectively, if made by (i) in the case of the Ki Holder, by the Ki Holder,

(ii) in the case of LGP, by LGP, (iii) in the case of each other Investor, by such other Investor and (iv) in the case of each

K Family Member, by such K Family Member.

7.4 Amendments

and Waivers. No provision of this Agreement may be amended or modified unless such amendment or modification is in writing and

signed by (i) the Company, and (ii) the Ki Holder; provided that any amendment that would affect the obligations,

rights, benefits or entitlements of an Investor in a materially adverse and disproportionate manner compared to the other Investors

shall also require the consent of such Investor. No failure or delay by any party in exercising any right, power or privilege

hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise

thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not

exclusive of any rights or remedies provided by Applicable Law.

7.5

Successors and Assigns. Neither this Agreement nor any of the rights or obligations hereunder shall be assigned by any of

the parties hereto without the prior written consent of the other parties; provided that, subject to the execution of a joinder

to this Agreement as provided in the definition of “Permitted Transferee,” any Investor or K Family Member may assign any

of their respective rights herein to a Permitted Transferee of such Investor or K Family Member; provided, further, that

any proposed assignment by the Ki Holder or LGP of any of their respective rights herein to any party other than to a Controlled Affiliate

of the Ki Holder or LGP, as applicable, may be granted or withheld in the Company’s sole and absolute discretion, it being understood

that it is the intention of the parties hereto that the rights afforded to the Ki Holder and LGP are personal to such Persons and are

not transferable except as expressly provided herein. Subject to the preceding sentence, this Agreement will be binding upon, inure to

the benefit of and be enforceable by the parties and their respective successors and assigns. Any attempted assignment in violation of

this Section 7.5 shall be void.

7.6

Recapitalizations, Exchanges Affecting the Registrable Securities; Other Transactions. The provisions of this Agreement

shall apply, to the full extent set forth herein, with respect to the Registrable Securities, to any and all shares of the Company or

any successor or assign of the Company (whether by merger, consolidation, sale of assets or otherwise) which may be issued in respect

of, in exchange for, or in substitution of the Registrable Securities, by reason of a dividend of shares of Holdco Common Stock, share

subdivision or split, share issuance, reverse share split, combination, recapitalization, reclassification, merger, consolidation or otherwise;

provided, however, in any case, in connection with such transaction, the applicable successor to the Company agrees to be

bound by the terms of this Agreement or otherwise assumes such terms. The intent of the parties is to fairly and equitably preserve the

original rights and obligations of the parties hereto under this Agreement.

7.7

Severability. It is the intent of the parties that the provisions of this Agreement shall be enforced to the fullest extent

permissible under Applicable Law and public policies applied in each jurisdiction in which enforcement is sought. If any particular provision

or portion of this Agreement shall be adjudicated to be invalid or unenforceable, such provision or portion thereof shall be deemed amended

to the minimum extent necessary to render such provision or portion valid and enforceable, and such amendment will apply only with respect

to the operation of such provision or portion in the particular jurisdiction in which such adjudication is made.

7.8

Counterparts. This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same

agreement and shall become effective when counterparts have been signed by each of the parties and delivered to the other parties, it

being understood that each party need not sign the same counterpart.

7.9 Entire

Agreement. This Agreement (including the documents and the instruments referred to in this Agreement), together with the Merger

Agreement, the Transaction Documents (as defined in the Merger Agreement) and the Confidentiality Agreement, constitutes the entire

agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the

subject matter of this Agreement.

7.10

Governing Law; Jurisdiction; WAIVER OF JURY TRIAL. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE

WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. IN THE EVENT ANY

PARTY TO THIS AGREEMENT COMMENCES ANY LITIGATION, PROCEEDING OR OTHER LEGAL ACTION IN CONNECTION WITH OR RELATING TO NEGOTIATION, EXPLORATION,

DUE DILIGENCE WITH RESPECT TO OR ENTERING INTO OF THIS AGREEMENT OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN, THE PARTIES TO THIS

AGREEMENT HEREBY (A) AGREE THAT ANY SUCH LITIGATION, PROCEEDING OR OTHER LEGAL ACTION SHALL BE INSTITUTED EXCLUSIVELY IN THE DELAWARE

COURT OF CHANCERY OR, IF THE DELAWARE COURT OF CHANCERY LACKS JURISDICTION, ANY STATE OR FEDERAL COURT LOCATED IN THE STATE OF DELAWARE;

(B) AGREE THAT IN THE EVENT OF ANY SUCH LITIGATION, PROCEEDING OR ACTION, SUCH PARTIES WILL CONSENT AND SUBMIT TO PERSONAL JURISDICTION

IN ANY SUCH COURT DESCRIBED IN CLAUSE (A) OF THIS SECTION 7.10 AND TO SERVICE OF PROCESS UPON THEM IN ACCORDANCE WITH

THE RULES AND STATUTES GOVERNING SERVICE OF PROCESS; (C) AGREE TO WAIVE TO THE FULL EXTENT PERMITTED BY LAW ANY OBJECTION THAT THEY

MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH LITIGATION, PROCEEDING OR ACTION IN ANY SUCH COURT OR THAT ANY SUCH LITIGATION, PROCEEDING

OR ACTION WAS BROUGHT IN AN INCONVENIENT FORUM; (D) AGREE AS AN ALTERNATIVE METHOD OF SERVICE TO SERVICE IN ANY LEGAL PROCEEDING

BY MAILING OF COPIES THEREOF TO SUCH PARTY AT ITS ADDRESS SET FORTH IN SECTION 7.2 FOR COMMUNICATIONS TO SUCH PARTY; (E) AGREE

THAT ANY SERVICE MADE AS PROVIDED HEREIN SHALL BE EFFECTIVE AND BINDING SERVICE IN EVERY RESPECT; AND (F) AGREE THAT NOTHING HEREIN

SHALL AFFECT THE RIGHTS OF ANY PARTY TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW. EACH PARTY ACKNOWLEDGES AND AGREES

THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES OF FACT AND LAW, AND THEREFORE

EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY OTHERWISE HAVE TO A TRIAL BY JURY IN RESPECT OF

ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THE NEGOTIATION, EXPLORATION, DUE DILIGENCE WITH RESPECT TO OR ENTERING

INTO OF THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED BY THIS

AGREEMENT. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT

(A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY

WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) EACH PARTY UNDERSTANDS AND HAS CONSIDERED THE

IMPLICATIONS OF THIS WAIVER, (C) EACH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH PARTY HAS BEEN INDUCED TO ENTER

INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.10.

7.11

Specific Performance. The parties hereto agree that monetary damages would not be an adequate remedy in the event that any

of the provisions of this Agreement were not performed in accordance with their specific terms. It is expressly agreed that the parties

hereto shall be entitled to equitable relief, including injunctive relief and specific performance of the terms hereof, without bond or

other security being required, this being in addition to any other remedies to which they are entitled at law or in equity. Each party

irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to

the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any

party.

7.12

No Third Party Beneficiaries. Nothing in this Agreement shall confer any rights upon any Person other than the parties hereto

and each such party’s respective heirs, successors and permitted assigns; provided that the Persons indemnified under Section 5.9

are intended third party beneficiaries of Section 5.9, and Non-Liable Persons are intended third party beneficiaries of Section 7.15.

7.13

No Inconsistent Agreements. The Company will not hereafter enter into any agreement with respect to its securities that

is inconsistent with the rights granted to the Investors in this Agreement.

7.14

No Affiliation. Nothing in this Agreement shall be deemed to constitute the parties as partners, co-venturers or agents

of each other.

7.15

No Recourse. Notwithstanding anything that may be expressed or implied in this Agreement, and notwithstanding the fact that

any party hereto may be a partnership or limited liability company, each party hereto, by its acceptance of the benefits of this Agreement,

covenants, agrees and acknowledges that no Persons other than the named parties hereto shall have any obligation hereunder and that it

has no rights of recovery hereunder against, and no recourse hereunder or in respect of any oral representations made or alleged to be

made in connection herewith or therewith shall be had against, any former, current or future director, officer, agent, Affiliate, manager,

assignee, incorporator, controlling Person, fiduciary, representative or employee of any Investor (or any of their heirs, successors or

permitted assigns), or against any former, current or future director, officer, agent, employee, Affiliate, manager, assignee, incorporator,

controlling Person, fiduciary, representative, general or limited partner, stockholder, manager or member of any of the foregoing Persons,

but in each case not including the named parties hereto or any of their Affiliates with respect to their obligations hereunder (each,

a “Non-Liable Person”), whether by or through attempted piercing of the

corporate veil, by or through a claim (whether

in tort, contract or otherwise) by or on behalf of such party against any Non-Liable Person, by the enforcement of any assignment or by

any legal or equitable proceeding, or by virtue of any statute, regulation or other Applicable Law or otherwise; it being expressly agreed

and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Liable Person,

as such, for any obligations of the applicable party under this Agreement or the transactions contemplated hereby, in respect of any oral

representations made or alleged to have been made in connection herewith or therewith or for any claim (whether in tort, contract

or otherwise) based on, in respect of or by reason of, such obligations or their creation.

[The remainder of this page left intentionally

blank.]

IN WITNESS WHEREOF, the parties hereto have duly

executed this Agreement by their authorized representatives as of the date first above written.

NEW SLIDER HOLDCO, INC.

By:

/s/ Andrew Wurdack

Name:

Andrew Wurdack

Title:

Secretary

[Signature Page to Stockholders Agreement]

KI ATLANTIC HOLDINGS LIMITED

By:

/s/ Marc Menashe

Name:

Marc Menashe

Title:

Authorized Signatory

By:

/s/ Greg Roediger

Name:

Greg Roediger

Title:

Authorized Signatory

[Signature Page to Stockholders Agreement]

JUPITER LP COINVEST LLC

By:

Leonard Green & Partners, L.P., its manager

By:

LGP Management, Inc., its general partner

By:

/s/ Usama Cortas

Name:

Usama Cortas

Title:

Senior Vice President

JUPITER LP SIDE COINVEST LLC

By:

Leonard Green & Partners, L.P., its manager

By:

LGP Management, Inc., its general partner

By:

/s/ Usama Cortas

Name:

Usama Cortas

Title:

Senior Vice President

JUPITER CEO COINVEST LLC

By:

Leonard Green & Partners, L.P., its manager

By:

LGP Management, Inc., its general partner

By:

/s/ Usama Cortas

Name:

Usama Cortas

Title:

Senior Vice President

JUPITER ROLL HOLDINGS LLC

By:

Peridot Coinvest Manager LLC, its manager

By:

Leonard Green & Partners, L.P., its manager

By:

LGP Management, Inc., its general partner

By:

/s/ Usama Cortas

Name:

Usama Cortas

Title:

Senior Vice President

[Signature Page to Stockholders Agreement]

GREEN EQUITY INVESTORS CF IV-A, L.P.

By:

GEI Capital CF IV, LLC, its general partner

By:

/s/ Usama Cortas

Name:

Usama Cortas

Title:

Authorized Signatory

GREEN EQUITY INVESTORS CF IV-C, L.P.

By:

GEI Capital CF IV, LLC, its general partner

By:

/s/ Usama Cortas

Name:

Usama Cortas

Title:

Authorized Signatory

LGP ASSOCIATES CF IV, LLC

By:

Peridot Coinvest Manager LLC

By:

/s/ Usama Cortas

Name:

Usama Cortas

Title:

Authorized Signatory

GREEN EQUITY INVESTORS CF IV J, L.P.

By:

GEI Capital CF IV J, LLC, its general partner

By:

/s/ Usama Cortas

Name:

Usama Cortas

Title:

Authorized Signatory

GEI JUPITER HOLDINGS J, L.P.

By:

GEI Capital VI, LLC, its general partner

By:

/s/ Usama Cortas

Name:

Usama Cortas

Title:

Authorized Signatory

[Signature Page to Stockholders Agreement]

GEI IX JUPITER AGGREGATOR, LLC

By:

Peridot Manager LLC, its manager

By:

/s/ Usama Cortas

Name:

Usama Cortas

Title:

Authorized Signatory

GREEN EQUITY INVESTORS SIDE IX, L.P.

By:

GEI Capital IX, LLC, its general partner

By:

/s/ Usama Cortas

Name:

Usama Cortas

Title:

Authorized Signatory

[Signature Page to Stockholders Agreement]

PLATINUM FALCON B 2018 RSC LIMITED

By:

/s/ Mohamed Fahed Mohamed Al Mazrouei

Name:

Mohamed Fahed Mohamed Al Mazrouei

Title:

Authorized Signatory

By:

/s/ Ahmed Almehairbi

Name:

Ahmed Almehairbi

Title:

Authorized Signatory

K FAMILY MEMBERS

By:

[Intentionally omitted]

Name:

Title:

By:

[Intentionally omitted]

Name:

Title:

By:

[Intentionally omitted]

Name:

Title:

[Signature Page to Stockholders Agreement]

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-Number 240

-Section 12

-Subsection b-2

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dei_EntityEmergingGrowthCompany

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- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

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dei_EntityFileNumber

Namespace Prefix:

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Data Type:

dei:fileNumberItemType

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

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Data Type:

dei:edgarStateCountryItemType

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Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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dei_EntityTaxIdentificationNumber

Namespace Prefix:

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Period Type:

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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dei_LocalPhoneNumber

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

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Balance Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

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Period Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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