GATC WEST VIRGINIA, INC. CLASS B COMMON STOCK PURCHASE AGREEMENT

The parties hereby agree as follows:

1.Purchase and Sale of Class B Common Stock. 

1.1Sale and Issuance of Class B Common Stock. 

(b) At any time at its discretion, the Company may certify in writing to the Purchaser, in the form of the Certificate attached hereto as Exhibit B, that it has hired ten (10) Full Time Employees, providing the list of such Full Time Employees and the position of each. Within 30 days of such certification, the Purchaser shall purchase, and the Company shall sell Two Hundred Thousand (200,000) Additional Shares, upon the same terms and conditions as at the First Closing. The Company  

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have “knowledge” of a patent right if the Company or Parent has actual knowledge of the patent right or would be found to be on notice of such patent right as determined by reference to United States patent laws.

(g)“Material Adverse Effect” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property or results of operations of the Company or Parent, as applicable.. 

(h)“Board Observer Agreement” means the agreement among the Company and the Purchaser dated as of the date of the Initial Closing, in the form of Exhibit C attached to this Agreement. 

2.2Presence in West Virginia.  For so long as the Purchaser holds Class B Common Stock in the Company, the Company shall maintain a presence in West Virginia, including but not limited to its headquarters, sales department and R&D operations 

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(c)In accordance with the Amendment, the Company shall at all times reserve and keep available the shares of Common Stock of the Parent (the “Parent Shares”) contributed to the Company prior to the Initial Closing, solely for the purpose of effecting the conversion of the shares of the Class B Common Stock purchased by Purchaser as shall from time to time be sufficient to effect the conversion of all then outstanding shares of the Class Be Common Stock.  

(d)The authorized capital of the Parent consists of: 

(i)an unlimited number of shares of common stock, par value $.0001 per share; and 

(ii)10,000,000 shares of preferred stock, par value $.0001 per share,  including 1,500,000 shares of Series A Convertible Preferred Stock.  

(e)There are no outstanding options, warrants or other securities of the Parent which are convertible or with respect to which any Person may be entitled to receive any shares of the Company   

(f)The Parent has no obligation (contingent or otherwise) to purchase or redeem any of its capital stock.    

(g)For so long as the Purchaser holds Class B Common Stock, the Parent shall not redeem the Parent Shares contributed to the Company prior to the Initial Closing. 

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(a)Each of the Company and Parent owns or possesses or believes it can acquire on commercially reasonable terms sufficient legal rights to all Company Intellectual Property or  

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Parent Intellectual Property, respectively. Each of the Company and Parent has not received any communications alleging that the Company or Parent, respectively, has violated, or by conducting its business, would violate any of the patents, trademarks, service marks, tradenames, copyrights, trade secrets, mask works or other proprietary rights or processes of any other Person.

(b)To the Company’s knowledge and to the Parent’s knowledge, no product or service marketed or sold (or proposed to be marketed or sold) by the Company or Parent violates or will violate any license or infringes or will infringe any intellectual property rights of any other party.  

(c)Other than with respect to commercially available software products under standard end-user object code license agreements, there are no outstanding options, licenses, agreements, claims, encumbrances or shared ownership interests of any kind relating to the Company Intellectual Property or Parent Intellectual Property, nor is the Company or Parent bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other Person.  

(d)Each of the Company and Parent has obtained and possesses valid licenses to use all of the software programs present on the computers and other software-enabled electronic devices that it owns or leases or that it has otherwise provided to its employees for their use in connection with the Company’s or Parent’s business. 

(e)Each employee and consultant has assigned to the Company or to the Parent all intellectual property rights he or she owns that are related to the Company’s business or the Parent’s business, respectively, as now conducted and as presently proposed to be conducted and all intellectual property rights that he, she or it solely or jointly conceived, reduced to practice, developed or made during the period of his, her or its employment or consulting relationship with the Company or Parent that (i) relate, at the time of conception, to practice, development, or making of such intellectual property right, to the Company’s business or the Parent’s business as then conducted or as then proposed to be conducted, (ii) were developed on any amount of the Company’s time or Parent’s time or with the use of any of the Company’s or Parent’s equipment, supplies, facilities or information or (iii) resulted from the performance of services for the Company or Parent, respectively. To the Company’s knowledge and to the Parent’s knowledge, it will not be necessary to use any such intellectual property rights of any of its employees or consultants (or Persons it currently intends to hire) made prior to their employment by the Company or Parent, including prior employees or consultants, or academic or medical institutions with which any of them may be affiliated now or may have been affiliated in the past. 

(g)Each of the Company and Parent has not embedded, used or distributed any open source, copyleft or community source code (including but not limited to any libraries or code, software, technologies or other materials that are licensed or distributed under any General Public License, Lesser General Public License or similar license arrangement or other distribution model described by the Open Source Initiative at ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, collectively “Open Source Software”) in connection with any of its products or services that are generally available or in development in any manner that would materially restrict the ability of the Company or Parent to protect its proprietary interests in any such product or service or in any manner that requires, or purports to require (i) any Company IP or Parent IP (other than the Open Source Software itself) be disclosed or distributed in source code form or be licensed for the purpose of making derivative works; (ii) any restriction on the consideration to be charged for the  

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distribution of any Company IP or Parent IP; (iii) the creation of any obligation for the Company or Parent with respect to Company IP owned by the Company or Parent IP owned by the Parent, respectively, or the grant to any third party of any rights or immunities under Company IP owned by the Company or Parent IP owned by the Parent; or (iv) any other limitation, restriction or condition on the right of the Company or Parent with respect to its use or distribution of any Company IP or Parent IP, respectively.

(c)Neither the Company nor Parent is a guarantor or indemnitor of any indebtedness of any other Person. 

(a)Other than (i) standard employee benefits generally made available to all employees, standard employee offer letters, compensation agreements and Confidential Information Agreements (as defined below), (ii) standard director and officer indemnification agreements approved by  

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the Board of Directors, (iii) the purchase of shares of the Company’s capital stock or options to purchase the same approved in the written minutes or unanimous consents of the Board of Directors, and (iv) the Transaction Agreements, there are no agreements, understandings or proposed transactions between the Company or Parent and any of its officers, directors or Key Employees, or any Affiliate thereof, respectively.

(b)Neither the Company nor Parent is indebted, directly or indirectly, to any of its directors, officers or employees or to their respective spouses or children or to any Affiliate of any of the foregoing, other than in connection with expenses or advances of expenses incurred in the ordinary course of business or employee relocation expenses and for other customary employee benefits made generally available to all employees. None of the Company’s or Parent’s directors, officers or employees, or any members of their immediate families, or any Affiliate of the foregoing are, directly or indirectly, indebted to the Company or Parent, respectively, or, to the Company’s knowledge and the Parent’s knowledge, have any (i) material commercial, industrial, banking, consulting, legal, accounting, charitable or familial relationship with any of the Company’s or Parent’s, respectively, customers, suppliers, service providers, joint venture partners, licensees and competitors, (ii) direct or indirect ownership interest in any firm or corporation with which the Company or Parent is affiliated or with which the Company or Parent has a business relationship, or any firm or corporation which competes with the Company or Parent except that directors, officers, employees or stockholders of the Company and Parent may own stock in (but not exceeding two percent (2%) of the outstanding capital stock of) publicly traded companies that may compete with the Company or Parent; or (iii) financial interest in any material contract with the Company or Parent.  

2.13Rights of Registration and Voting Rights.  Neither the Company nor Parent is under any obligation to register under the Securities Act any of its currently outstanding securities or any securities issuable upon exercise or conversion of its currently outstanding securities. To the Company’s knowledge and to the Parent’s knowledge, no shareholder of the Company or Parent, respectively, has entered into any agreements with respect to the voting of capital shares of the Company or Parent, respectively. 

2.14Property.  The property and assets that each of the Company and Parent own is free and clear of all mortgages, deeds of trust, liens, loans and encumbrances, except for statutory liens for the payment of current taxes that are not yet delinquent and encumbrances and liens that arise in the ordinary course of business and do not materially impair the Company’s or Parent’s ownership or use of such property or assets. With respect to the property and assets it leases, each of the Company and Parent is in compliance with such leases and holds a valid leasehold interest free of any liens, claims or encumbrances other than those of the lessors of such property or assets. Neither the Company nor the Parent owns any real property.  

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(a)any change in the assets, liabilities, financial condition or operating results of the Company or Parent from that reflected in the Financial Statements, except changes in the ordinary course of business that have not caused, in the aggregate, a Material Adverse Effect; 

(b)any damage, destruction or loss, whether or not covered by insurance, that would have a Material Adverse Effect; 

(c)any waiver or compromise by the Company or Parent of a valuable right or of a material debt owed to it; 

(d)any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company or Parent, except in the ordinary course of business and the satisfaction or discharge of which would not have a Material Adverse Effect; 

(e)any material change to a material contract or agreement by which the Company or Parent or any of its assets is bound or subject; 

(f)any material change in any compensation arrangement or agreement with any employee, officer, director or stockholder; 

(g)any resignation or termination of employment of any officer or Key Employee of the Company or Parent;  

(h)any mortgage, pledge, transfer of a security interest in, or lien, created by the Company or Parent, with respect to any of its material properties or assets, except liens for taxes not yet due or payable and liens that arise in the ordinary course of business and do not materially impair the Company’s or Parent’s ownership or use of such property or assets; 

(i)any loans or guarantees made by the Company or Parent to or for the benefit of its employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business; 

(j)any declaration, setting aside or payment or other distribution in respect of any of the Company’s or Parent’s capital stock, or any direct or indirect redemption, purchase, or other acquisition of any of such stock by the Company or Parent; 

(k)any sale, assignment or transfer of any Company Intellectual Property or Parent Intellectual Property that could reasonably be expected to result in a Material Adverse Effect; 

(l)receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company or Parent; or 

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(a)To the Company’s knowledge, and to the Parent’s knowledge, respectively, none of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would materially interfere with such employee’s ability to promote the interest of the Company or Parent or that would conflict with the Company’s or Parent’s business. Neither the execution or delivery of the Transaction Agreements, nor the carrying on of the Company’s business or the Parent’s business by the employees of the Company or Parent, respectively,, nor the conduct of the Company’s or Parent’s business as now conducted and as presently proposed to be conducted, will, to the Company’s knowledge or to the Parent’s knowledge, conflict with or result in a breach of the terms, conditions, or provisions of, or constitute a default under, any contract, covenant or instrument under which any such employee is now obligated.  

(b)Neither the Company nor the Parent is delinquent in payments to any of its employees, consultants, or independent contractors for any wages, salaries, commissions, bonuses, or other direct compensation for any service performed for it to the date hereof or amounts required to be reimbursed to such employees, consultants or independent contractors. Each of the Company and Parent has complied in all material respects with all applicable state and federal equal employment opportunity laws and with other laws related to employment, including those related to wages, hours, worker classification and collective bargaining. Each of the Company and Parent has withheld and paid to the appropriate governmental entity or is holding for payment not yet due to such governmental entity all amounts required to be withheld from employees of the Company or Parent, respectively, and is not liable for any arrears of wages, taxes, penalties or other sums for failure to comply with any of the foregoing. 

(c)To the Company’s knowledge, and to the Parent’s knowledge, no Key Employee intends to terminate employment with the Company or Parent, respectively, or is otherwise likely to become unavailable to continue as a Key Employee. Neither the Company nor the Parent has a present intention to terminate the employment of any of the foregoing. The employment of each employee of the Company and Parent, is terminable at the will of the Company or Parent, respectively. Except as set forth in Section 2.16(c)(i) of the Disclosure Schedule or as required by law, upon termination of the employment of any such employees, no severance or other payments will become due. Except as set forth in Section 2.16(c)(ii) of the Disclosure Schedule, neither the Company nor the Parent has a policy, practice, plan or program of paying severance pay or any form of severance compensation in connection with the termination of employment services. 

(d)Neither the Company nor the Parent has made any representations regarding equity incentives to any officer, employee, director or consultant that are inconsistent with the share amounts and terms set forth in the minutes of meetings of (or actions taken by unanimous written consent by) the Company’s or Parent’s Board of Directors, respectively.  

(e)Section 2.17(e) of the Disclosure Schedule sets forth each employee benefit plan maintained, established or sponsored by the Company and Parent, respectively, or which the Company or Parent participates in or contributes to, which is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”). Each of the Company and Parent has made all required contributions and has no liability to any such employee benefit plan, other than liability for health plan continuation coverage described in Part 6 of Title I(B) of ERISA, and has complied in all material respects with all applicable laws for any such employee benefit plan. 

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(f)To the Company’s knowledge and to the Parent’s knowledge, none of the Key Employees, officers or directors of the Company or Parent has been (i) subject to voluntary or involuntary petition under the federal bankruptcy laws or any state insolvency law or the appointment of a receiver, fiscal agent or similar officer by a court for his or her business or property; (ii) convicted in a criminal proceeding or named as a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) subject to any order, judgment or decree (not subsequently reversed, suspended, or vacated) of any court of competent jurisdiction permanently or temporarily enjoining him or her from engaging, or otherwise imposing limits or conditions on his or her engagement in any securities, investment advisory, banking, insurance, or other type of business or acting as an officer or director of a public company; or (iv) found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated any federal or state securities, commodities, or unfair trade practices law, which such judgment or finding has not been subsequently reversed, suspended, or vacated. 

2.18Tax Returns and Payments. There are no federal, state, county, local or foreign taxes due and payable by the Company or Parent which have not been timely paid. There are no accrued and unpaid federal, state, country, local or foreign taxes of the Company or Parent which are due, whether or not assessed or disputed. There have been no examinations or audits of any tax returns or reports by any applicable federal, state, local or foreign governmental agency. Each of the Company and Parent has duly and timely filed all federal, state, county, local and foreign tax returns required to have been filed by it and there are in effect no waivers of applicable statutes of limitations with respect to taxes for any year. 

2.21Permits.  Each of the Company and Parent has all franchises, permits, licenses and any similar authority necessary for the conduct of its business, the lack of which could reasonably be expected to have a Material Adverse Effect. Neither the Company nor Parent is in default in any material respect under any of such franchises, permits, licenses or other similar authority. 

2.22Corporate Documents.  The Articles of Incorporation, as amended by the Amendment, and Bylaws of the Company and the Amended and Restated Articles of Incorporation and Bylaws of the Purchaser as of the date of this Agreement are in the form provided to the Purchaser. The copy of the minute book of the Company provided to the Purchaser contains minutes of all meetings of directors and stockholders and all actions by written consent without a meeting by the directors and stockholders since the date of incorporation and accurately reflects in all material respects all actions by the directors (and any committee of directors) and stockholders. 

2.2383(b) Elections.  To the Company’s knowledge and to the Parent’s knowledge, all elections and notices under Section 83(b) of the Code have been or will be timely filed by all individuals  

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who have acquired unvested shares of the Company’s Common Stock or the Parent’s Common Stock, respectively.

2.26Qualified Small Business Stock.  As of and immediately following the Closing: (i) each of the Company and Parent will be an eligible corporation as defined in Section 1202(e)(4) of the Code, (ii) the Company and Parent, respectively, will not have made purchases of its own stock described in Code Section 1202(c)(3)(B) during the one (1) year period preceding the Initial Closing, except for purchases that are disregarded for such purposes under Treasury Regulation Section 1.1202-2, and (iii) each of the Company’s and Parent’s aggregate gross assets, as defined by Code Section 1202(d)(2), at no time between its incorporation and through the Initial Closing have exceeded $50 million, taking into account the assets of any corporations required to be aggregated with the Company or Parent, respectively, in accordance with Code Section 1202(d)(3); provided, however, that in no event shall either the Company or Parent be liable to the Purchaser or any other party for any damages arising from any subsequently proven or identified error in the Company’s or Parent’s, respectively, determination with respect to the applicability or interpretation of Code Section 1202, unless such determination shall have been given by the Company or Parent, respectively, in a manner either grossly negligent or fraudulent.  

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2.29Financial Information of Parent.  Biannually, Parent shall provide Purchaser a balance sheet of the Parent, as of the end of such biannual period, a statement of income, and a statement of cash flows of Parent (collectively, the “Financial Statements”), all internally prepared in accordance with generally accepted accounting principles consistently applied (except as noted therein), with the exception that no notes need be attached to such Financial Statements and year-end audit adjustments may not have been made, signed by the Parent’s chief financial officer, or senior-most acting financial manager.  The Financial Statements shall be provided as soon as practicable following the close of the biannual period, and in any event within thirty (30) days thereafter. For purposes of this Section 2.29, the biannual periods shall run each December 31 and June 30. 

2.30Disclosure. Each of the Company and Parent has made available to the Purchaser all the information reasonably available to the Company and Parent that the Purchaser has requested for deciding whether to acquire the Shares, including certain of the Company’s projections and Parent’s projections describing its proposed business plan (the “Business Plan”). No representation or warranty of the Company or Parent contained in this Agreement, as qualified by the Disclosure Schedule, and no certificate furnished or to be furnished to Purchaser at the Closing contains any untrue statement of a material fact or, to the Company’s knowledge or Parent’s knowledge, omits to state a material fact necessary in order to make the statements contained herein or therein not misleading in light of the circumstances under which they were made. The Business Plan of the Company and of the Parent was prepared in good faith; however, each of the Company and Parent, respectively, does not warrant that it will achieve any results projected in the Business Plan. It is understood that this representation is qualified by the fact that the Company and Parent have not delivered to the Purchaser, and have not been requested to deliver, a private placement or similar memorandum or any written disclosure of the types of information customarily furnished to Purchaser of securities. 

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3.2Purchase Entirely for Own Account.  This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Shares to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participations to such Person or to any third Person, with respect to any of the Shares. The Purchaser has not been formed for the specific purpose of acquiring the Shares. 

3.4Restricted Securities.  The Purchaser understands that the Shares have not been, and will not be, registered under the Securities Act, by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser understands that the Shares are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Shares indefinitely unless they are registered with the Securities and Exchange Commission and qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Shares, or the Common Stock of Parent into which it may be converted. The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the holding period for the Shares, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy.  

3.5No Public Market.  The Purchaser understands that no public market now exists for the Shares, and that the Company has made no assurances that a public market will ever exist for the Shares. 

3.6Legends.  The Purchaser understands that the Shares and any securities issued in respect of or exchange for the Shares, may be notated with one or all of the following legends: 

“THE SHARES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR

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INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.”

(a)Any legend set forth in, or required by, the other Transaction Agreements. 

(b)Any legend required by the securities laws of any state to the extent such laws are applicable to the Shares represented by the certificate, instrument, or book entry so legended. 

3.7Accredited Investor.  The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act. 

3.8Foreign Investors.  If the Purchaser is not a United States person (as defined by Section 7701(a)(30) of the Code), the Purchaser hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any invitation to subscribe for the Shares or any use of this Agreement, including (i) the legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to the purchase, holding, redemption, sale, or transfer of the Shares. The Purchaser’s subscription and payment for and continued beneficial ownership of the Shares will not violate any applicable securities or other laws of the Purchaser’s jurisdiction.  

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4.6Board Observer Rights and Agreement. For so long as Purchaser owns securities of the Company, the Company will permit Purchaser to appoint one (1) representative (the “Board Observer”) to attend all meetings of the Board of Directors of the Company (the “Board”) in a nonvoting observer capacity and the Board shall furnish to the Board Observer, at the same time and in the same manner as furnished to the Board, notice of each such meeting, including such meeting’s time and place, and any other materials relevant to such meeting as provided to the Board; provided, that the Board Observer shall keep all information received or observed in his or her capacity as an observer confidential to the same extent as he or she would be obligated to do as a Director of the Company.  The Board Observer shall not owe any fiduciary duties to the Company or any other individual, corporation, association, partnership (general or limited), joint venture, trust, estate, limited liability company, or other legal entity or organization.  At the Initial Closing, the Company and the Purchaser shall have executed and delivered the Board Observer Agreement. 

4.7Filing of Amendment. The Company shall have filed the Amendment with the Secretary of State of West Virginia on or prior to the Initial Closing, which shall continue to be in full force and effect as of the applicable Closing. 

4.10Opinion of Counsel.   An opinion by counsel to the Company and Parent shall be delivered to Purchaser that addresses all appropriate matters required of the Company or Purchaser with respect to this Agreement, including, but not limited to, an opinion that the Transaction Agreements have been duly authorized, executed and delivered by the Company and Parent, and constitute valid, enforceable and legally binding obligations of the Company and Parent.      

4.11Delivery of Insurance Certificates.  Company shall deliver to Purchaser evidence of the insurance coverages required by this Agreement within no more than forty-five (45) days after Closing.  

4.12Company shall deliver, at the Initial Closing, payment of all attorneys’ fees, costs and expenses incurred by Purchaser relative to the documentation and closing of this transaction, which payment shall be made directly to Purchaser’s counsel at Closing, and shall not exceed $3,000. 

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5.2Performance. The Purchaser shall have performed and complied with all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them on or before such Closing. 

5.3Qualifications. All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the United States or of any state that are required in connection with the lawful issuance and sale of the Shares pursuant to this Agreement shall be obtained and effective as of the Closing. 

5.4Board Observer Agreement. Purchaser shall have executed and delivered the Board Observer Agreement and the designated Board Observer shall have executed and delivered the Confidentiality and Nondisclosure Agreement to Company. 

6.Miscellaneous. 

6.1Survival of Warranties. Unless otherwise set forth in this Agreement, the representations and warranties of the Company, the Parent, and the Purchaser contained in or made pursuant to this Agreement shall survive the execution and delivery of this Agreement and each Closing and shall in no way be affected by any investigation or knowledge of the subject matter thereof made by or on behalf of the Purchaser or the Company or Parent. 

6.2Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 

6.3Governing Law. This Agreement shall be governed by the internal laws of the State of West Virginia, without regard to conflict of law principles that would result in the application of any law other than the law of the State of West Virginia. 

6.4Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.  

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6.7No Finder’s Fees. Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Company and Parent from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, employees or representatives is responsible. The Company or Parent agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or Parent, respectively, or any of its officers, employees or representatives is responsible. 

6.9Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. 

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6.10Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any party under this Agreement, upon any breach or default of any other party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any party, shall be cumulative and not alternative. 

6.11Entire Agreement.  This Agreement (including the Exhibits hereto), the Amendment and the other Transaction Agreements constitute the full and entire understanding and agreement between the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties are expressly canceled.  

(a)the Company consummates a Deemed Liquidation Event (as defined in the Amendment); 

(b)the closing of an initial public offering of the Company, in which case the Purchaser may terminate its obligations hereunder immediately prior to, or contingent upon, such closing; or 

(c)the Company or Parent (i) applies for or consents to the appointment of a receiver, trustee, custodian or liquidator of itself or substantially all of its property, (ii) becomes subject to the appointment of a receiver, trustee, custodian or liquidator of itself or substantially all of its property, (iii) makes an assignment for the benefit of creditors, (iv) institutes any proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally, or files a petition or answer seeking reorganization or an arrangement with creditors to take advantage of any insolvency law, or files an answer admitting the material allegations of a bankruptcy, reorganization or insolvency petition filed against it, or (v) becomes subject to any involuntary proceedings under the United States Bankruptcy Code or any other federal or state bankruptcy, reorganization, receivership, insolvency or other similar law affecting the rights of creditors generally, when proceeding is not dismissed within thirty (30) days of filing, or have an order for relief entered against it in any proceedings under the United States Bankruptcy Code. 

6.13Dispute Resolution.  The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of the State of West Virginia and to the jurisdiction of the United States District Court for the District of West Virginia for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of the State of West Virginia or the United States District Court for the District of West Virginia, and (c) hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the  

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venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL

6.14No Commitment for Additional Financing. Each of the Company and Parent acknowledges and agrees that Purchaser has made no representation, undertaking, commitment or agreement to provide or assist the Company or Parent in obtaining any financing, investment or other assistance, other than the purchase of the Shares as set forth herein and subject to the conditions set forth herein. In addition, each of the Company and Parent acknowledges and agrees that (i) no statements, whether written or oral, made by Purchaser or its representatives on or after the date of this Agreement shall create an obligation, commitment or agreement to provide or assist the Company or Parent in obtaining any financing or investment, (ii) neither the Company nor Parent shall rely on any such statement by Purchaser or its representatives, and (iii) an obligation, commitment or agreement to provide or assist the Company or Parent in obtaining any financing or investment may only be created by a written agreement, signed by Purchaser and the Company or Parent, respectively, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to be a binding obligation or agreement. The Purchaser shall have the right, in its sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in the Company or Parent, and shall have no obligation to assist or cooperate with the Company or Parent in obtaining any financing, investment or other assistance.  

6.15Right to Conduct Activities.  Although Purchaser is not currently invested in a business that is competitive with the Company’s or Parent’s business, each of the Company and Parent hereby agrees and acknowledges that the Purchaser (together with its affiliates and related parties) is a professional investment organization, and as such reviews the business plans and related proprietary information of many enterprises, some of which may compete directly or indirectly with the Company’s or Parent’s business (as currently conducted or as proposed to be conducted).  Nothing in the corporate documents or Transaction Agreements shall preclude or in any way restrict Purchaser or its affiliates and related parties from evaluating or purchasing securities, including publicly traded securities, of a particular enterprise, or investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company or Parent; and each of the Company and Parent hereby agrees that, to the extent permitted under applicable law, Purchaser (and its affiliates and related parties) shall not be liable to the Company or Parent or its respective Stockholders for any claim arising out of, or based upon, (i) the investment by the Purchaser (or its affiliates and related parties) in any entity competitive with the Company or Parent, or (ii) actions taken by any partner, officer, employee or other representative of the Purchaser (or its affiliates and related parties) to assist any such competitive company, whether or not such action was taken as a member of the board of directors of such competitive company or otherwise, and whether or not such action has a detrimental effect on the Company or Parent. 

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Exhibit A-FORM OF AMENDMENT TO ARTICLES OF INCORPORATIONBOARD OBSERVER AGREEMENT 

This Board Observer Agreement (the “Agreement”) is entered into as of February 28, 2024, and is by and between GATC ▇▇▇▇ ▇▇▇▇▇▇▇, Inc., a West Virginia corporation (the “Company”) and the West Virginia Jobs Investment Trust, a West Virginia State agency and division of the West Virginia Economic Development Authority, a public corporation (“WVJIT”).

ARTICLE 9 OF THE ARTICLES OF INCORPORATION OF GATC WEST VIRGINIA, INC. IS HEREBY AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS: 

ARTICLE 9

1. Authorized Classes of Stock. The total number of shares of each class of capital stock which the Corporation shall have to authority to issue shall be 101,000,000 shares of Common Stock, which shall be divided into two classes as follows:

100,000,000 shares of Class A common stock with a par value of $0.0001 per share (“Common Stock”); and

1,000,000 shares of Class B common stock with a par value of $5.00 per share (“Preferred Stock”)

Any stock of the Corporation may be issued for money, property, services rendered, labor done, cash advances to the Corporation or for any other assets of value in accordance with the action of the Board of Directors whose judgment as to value received in return therefor shall be conclusive and said stock, when issued, shall be fully paid and nonassessable.

2.Reclassification of Common Stock. Effective upon filing this amendment with the West Virginia Secretary of State, each of the 10,000 outstanding shares of the Corporation’s common stock shall be reclassified into 10,000 shares of Class A Common Stock, resulting in 100,000,000 outstanding shares of such class. 

Each holder of Class A Common Stock shall be entitled to one vote per share for the election of directors and any other matter brought before the shareholders of the Corporation, as set forth in Section 5 hereof, and shall have the right to any dividend declared by the Board of Directors. In the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, and subject to the rights of the Class B Common Stock, the Class A Common Stock shall be entitled to receive the distribution of the assets of the Corporation provided by §31D-14-1405 of the ▇▇▇▇ ▇▇▇▇▇▇▇ Code. A reorganization or any other consolidation or merger of the Corporation with or into any other corporation, or any other sale of all or substantially all of the assets of the Corporation, shall not be deemed to be a liquidation, dissolution or winding up  of the Corporation within the meaning of this Section 3, and the Class A Common Stock shall be entitled only to (i) the right provided in any agreement of plan governing the reorganization or other consolidation, merger or sale of assets transaction, (ii) the rights contained

in the West Virginia Business Corporation Act and (iii) the rights contained in other Sections hereof.

4.  Rights of Class B Common Stock.

I.Dividends, Distributions and Voting Rights 

Holders of Class B Common Stock shall not have any rights to dividends or other distributions, and shall not have any voting rights.

II.Conversion 

This Board Observer Agreement (the “Agreement”) is entered into as of February 28, 2024, and is by and between GATC ▇▇▇▇ ▇▇▇▇▇▇▇, Inc., a West Virginia corporation (the “Company”) and the West Virginia Jobs Investment Trust, a West Virginia State agency and division of the West Virginia Economic Development Authority, a public corporation (“WVJIT”).