Contract analysis

Section 1.1 — Defined Terms. As used in this Agreement, the following terms shall have the meanings set forth below: "Affiliate" means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" means the possession, directly or indirectly, of the powe

Section 1.2 — Interpretation. (a) Unless the context otherwise requires, all capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement. (b) The definitions in Section 1.1 shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, a

ARTICLE II — CO-INVESTMENT COMMITMENT

Section 2.1 — Commitment. Subject to the terms and conditions of this Agreement, Northvale hereby irrevocably commits to contribute Two Hundred Million Dollars ($200,000,000) in cash (the "Co-Investment Amount") to Apex Holdings at or immediately prior to the Closing, in exchange for the Co-Investment Securities. The contribution shall be made by wire transfer of immediately available funds in U.S. dollars to an acco

Section 2.2 — Co-Investment Securities. At the Closing, and subject to the Co-Investor's funding of the Co-Investment Amount in accordance with this Article II, Apex Holdings shall issue to the Co-Investor the Co-Investment Securities, which shall constitute shares of common stock (or equivalent equity units) of Apex Holdings. The number of Co-Investment Securities to be issued to the Co-Investor shall represent the

Section 2.3 — Use of Proceeds. The Co-Investment Amount shall be used by Apex Holdings solely for the following purposes: (a) to fund a portion of the Merger Consideration payable to the stockholders of the Company, including Ridgeline Growth Equity Fund II LP (holding approximately 52% of the outstanding shares of the Company), Meridian Venture Partners IV LP (holding approximately 20% of the outstanding shares of t

Section 2.4 — Funding Mechanics. At least five (5) Business Days prior to the anticipated Closing Date, Apex Holdings shall deliver to the Co-Investor a written notice substantially in the form attached hereto as Exhibit A (the "Funding Notice"), specifying each of the following: (i) the anticipated Closing Date; (ii) the exact Co-Investment Amount to be funded by the Co-Investor (which shall not exceed Two Hundred M

Section 2.5 — No Adjustment to Commitment. The Co-Investment Amount is fixed at Two Hundred Million Dollars ($200,000,000) and shall not be subject to increase, reduction, or other adjustment, except: (a) with the prior written consent of the Co-Investor and the Sponsor; or (b) as contemplated by Section 2.8 (Reduction for Excess Equity). For the avoidance of doubt, neither the Sponsor nor Apex Holdings may unilatera

Section 2.6 — Escrow. The Co-Investor acknowledges that, pursuant to the Merger Agreement, One Hundred Forty Million Dollars ($140,000,000), representing five percent (5%) of the aggregate Merger Consideration, will be deposited into an escrow account with Continental Fiduciary Trust Company (Escrow Account Reference: CFT-ESC-2025-7894) for a period of eighteen (18) months following the Closing to secure the indemnif

Section 2.7 — Syndication Rights. The Sponsor reserves the right, in its sole discretion, to offer, allocate, or syndicate a portion of the co-investment opportunity to one or more additional investors prior to the Closing, including sovereign wealth funds, pension funds, family offices, or other institutional investors; provided, however, that any such reallocation or syndication shall not reduce the Co-Investor's c

Section 2.8 — Reduction for Excess Equity. If, after giving effect to any reduction in the Merger Consideration pursuant to the working capital adjustment mechanism under Article II of the Merger Agreement (Target Net Working Capital: Forty-Eight Million Five Hundred Thousand Dollars ($48,500,000); collar of plus or minus Two Million Five Hundred Thousand Dollars ($2,500,000), such that no adjustment shall be made if

ARTICLE III — CONDITIONS TO FUNDING

Section 3.1 — Conditions to Co-Investor's Obligation to Fund. The obligation of the Co-Investor to fund the Co-Investment Amount at the Closing is subject to the satisfaction (or, to the extent permitted by applicable law, waiver by the Co-Investor) of each of the following conditions precedent: (a) Merger Agreement Conditions. The conditions to the Closing set forth in Article VII of the Merger Agreement shall have

Section 3.2 — Conditions to Sponsor's and Apex Holdings' Obligation. The obligation of the Sponsor and Apex Holdings to consummate the transactions contemplated by this Agreement, including the issuance of the Co-Investment Securities to the Co-Investor, is subject to the satisfaction (or, to the extent permitted by applicable law, waiver by the Sponsor and Apex Holdings) of each of the following conditions precedent

ARTICLE IV — REPRESENTATIONS AND WARRANTIES OF CO-INVESTOR The Co-Investor hereby represents and warrants to the Sponsor and Apex Holdings as of the date hereof and as of the Closing Date as follows:

Section 4.1 — Organization and Good Standing. Northvale Sovereign Holdings Ltd. is an exempted limited company duly organized, validly existing, and in good standing under the laws of the Cayman Islands. The Co-Investor has all requisite corporate power and authority to own, operate, and lease its assets and properties and to carry on its business as currently conducted. The Co-Investor is duly qualified or licensed

Section 4.2 — Authorization; Binding Effect. The execution, delivery, and performance of this Agreement by the Co-Investor, and the consummation by the Co-Investor of the transactions contemplated hereby, have been duly authorized by all necessary corporate action on the part of the Co-Investor, including approval by the Co-Investor's board of directors (or equivalent governing body) and, to the extent required, by t

Section 4.3 — No Conflicts. The execution, delivery, and performance by the Co-Investor of this Agreement, and the consummation of the transactions contemplated hereby, do not and will not (a) violate or conflict with any provision of the Co-Investor's memorandum and articles of association or other organizational documents, (b) violate or conflict with any law, statute, regulation, rule, order, judgment, decree, or

Section 4.4 — Financial Capacity. The Co-Investor has, and on the Closing Date will have, immediately available funds sufficient to fund the Co-Investment Amount of Two Hundred Million Dollars ($200,000,000) in full when due hereunder. The Co-Investor's obligation to fund the Co-Investment Amount is not contingent on the receipt of financing from any third party or the occurrence of any other event (other than the co

Section 4.5 — Investment Intent. The Co-Investor is acquiring the Co-Investment Securities for its own account for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof in violation of applicable securities laws. The Co-Investor acknowledges that the Co-Investment Securities have not been, and will not be, registered under the Securities Act of 1933, as amended (the

Section 4.6 — Sophisticated Investor; Access to Information. The Co-Investor is a sophisticated investor with substantial experience in evaluating and investing in private placement transactions of the type contemplated by this Agreement. The Co-Investor is capable of evaluating the merits and risks of its investment in the Co-Investment Securities. The Co-Investor has been afforded the opportunity to review the Merg

Section 4.7 — No Reliance. The Co-Investor has conducted its own independent investigation, review, and analysis of the Company, its business, results of operations, prospects, condition (financial and otherwise), and assets and properties. In making its decision to enter into this Agreement and invest in the Co-Investment Securities, the Co-Investor has relied solely on its own investigation, review, and analysis an

Section 4.8 — Sanctions and Anti-Corruption Compliance. (a) Neither the Co-Investor nor any of its direct or indirect beneficial owners, directors, officers, or employees acting on its behalf is (i) listed on, or owned or controlled by any person listed on, any sanctions list maintained by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), the European Union, the United Kingdom's Office

Section 4.9 — Tax Status. The Co-Investor shall provide to Apex Holdings all reasonably requested tax forms and certifications, including a properly completed and executed IRS Form W-8BEN-E (or applicable successor form) establishing the Co-Investor's status for U.S. federal income tax withholding purposes, at or prior to the Closing Date and at such other times as may be reasonably requested by Apex Holdings. The Co

Section 4.10 — CFIUS / National Security. The Co-Investor acknowledges and agrees that the Transaction is subject to review by the Committee on Foreign Investment in the United States (Tracking No. CFIUS-2025-0087, filed April 4, 2025). The Co-Investor represents that it is not a "foreign government-controlled transaction" party as defined under 31 C.F.R. Part 800, except as previously disclosed to the Sponsor in wri

Section 4.11 — EU Foreign Subsidies Regulation. The Co-Investor acknowledges that a notification under the European Union Foreign Subsidies Regulation (Regulation (EU) 2022/2560) has been filed with the European Commission in connection with the Transaction (Case No. FSR.M.2025-0412, filed April 11, 2025). The Co-Investor agrees to provide all information, data, and documentation reasonably requested by the Sponsor,

ARTICLE V — REPRESENTATIONS AND WARRANTIES OF THE SPONSOR AND APEX HOLDINGS The Sponsor and Apex Holdings hereby jointly and severally represent and warrant to the Co-Investor as of the date hereof and as of the Closing Date as follows:

Section 5.1 — Organization and Good Standing. Ardent Capital Partners III LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware (EIN: 87-3941026). The general partner of the Sponsor is Ardent Capital GP III LLC, a Delaware limited liability company. Ardent Apex Holdings Inc. is a corporation duly incorporated, validly existing, and in good standing

Section 5.2 — Authorization; Binding Effect. The execution, delivery, and performance of this Agreement by the Sponsor and Apex Holdings, and the consummation by the Sponsor and Apex Holdings of the transactions contemplated hereby, have been duly authorized by all necessary partnership action (in the case of the Sponsor) and corporate action (in the case of Apex Holdings), and no additional organizational proceeding

Section 5.3 — Merger Agreement. The Sponsor represents and warrants that (a) the Merger Agreement has been duly executed and delivered by each of the parties thereto as of March 24, 2025, and is in full force and effect, (b) a true, correct, and complete copy of the Merger Agreement, including all schedules, exhibits, and disclosure schedules thereto, has been made available to the Co-Investor, and (c) as of the date

Section 5.4 — Capitalization of Apex Holdings. As of the Closing, after giving effect to the transactions contemplated by this Agreement, the Merger Agreement, and the related transaction documents, the equity capitalization of Apex Holdings will consist solely of the following: (a) shares or units issued to the Sponsor in respect of its equity contribution of Six Hundred Ninety-Five Million Nine Hundred Eighty Thous

Section 5.5 — Financing. The Sponsor represents and warrants that: (a) the debt commitment letter from Stonebridge Credit Partners LLC dated March 8, 2025 (Ref. SC-2025-0312-AC), as countersigned by Birchwood Capital Finance LLC and Ironvale Credit Fund III LP, providing for a Senior Secured Credit Facility in an aggregate principal amount of One Billion Four Hundred Million Dollars ($1,400,000,000) (consisting of th

Section 5.6 — No Side Agreements. Except for (a) this Agreement, (b) the Co-Investment Agreement with Summit Ridge Capital Partners LP, (c) the Equity Commitment Letter, (d) the Rollover Agreements with management rollover participants, (e) the Stockholders Agreement, and (f) the Registration Rights Agreement, neither the Sponsor nor Apex Holdings has entered into any side letter, co-investment agreement, fee arrange

Section 5.7 — Regulatory Filings. The Sponsor represents and warrants that, as of the date hereof, the following regulatory filings have been made in connection with the Transaction: (a) HSR Act filing (filed March 28, 2025); (b) CFIUS filing (filed April 4, 2025); (c) Swiss FINMA/SECO filing (filed April 7, 2025); (d) Bundeskartellamt filing (filed April 9, 2025); and (e) EU Foreign Subsidies Regulation notification

Section 6.1 — Cooperation. The Co-Investor shall cooperate fully and in good faith with the Sponsor, Apex Holdings, and their counsel (Calderwood & Harkness LLP; James Prentice, Responsible Partner) in connection with the Transaction, including (a) providing such information and documentation as may be reasonably necessary or appropriate for regulatory filings and approvals, (b) participating in meetings and conferen

Section 6.2 — CFIUS and Regulatory Cooperation. Without limiting the generality of Section 6.1, the Co-Investor shall: (a) promptly respond to all information requests, interrogatories, or supplemental questions from CFIUS, any member agency thereof, or any other Governmental Authority in connection with the review of the Transaction; (b) provide complete and accurate beneficial ownership, governance, control, and or

Section 6.3 — Confidentiality. The Co-Investor shall keep strictly confidential all non-public information received in connection with this Agreement and the Transaction, including (a) the terms and conditions of this Agreement, the Merger Agreement, the Stockholders Agreement, and the financing arrangements, (b) financial information and business plans of the Company (including, without limitation, the Company's 202

Section 6.4 — Transfer Restrictions Prior to Closing. The Co-Investor shall not, directly or indirectly, sell, assign, transfer, pledge, hypothecate, encumber, or otherwise dispose of any of its rights or obligations under this Agreement, or enter into any agreement, arrangement, or understanding with respect to any of the foregoing, without the prior written consent of the Sponsor, which consent may be withheld in t

Section 6.5 — Further Assurances. Each Party shall, from time to time after the date hereof, execute and deliver such additional documents, instruments, conveyances, and assurances and take such further actions as may be reasonably necessary or appropriate to effectuate the transactions contemplated by this Agreement and to carry out the purposes and intent of this Agreement, including the execution and delivery of t

Section 6.6 — Exclusivity of Commitment. The Co-Investor agrees that its commitment hereunder is exclusive to the Transaction. During the period from the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with Article VII, the Co-Investor shall not, directly or indirectly, (a) make, solicit, encourage, or facilitate any competing acquisition proposal, bid, or offer with re

Section 6.7 — Post-Closing Governance. The Co-Investor acknowledges and agrees that, following the Closing, the governance of Apex Holdings and the Company shall be governed by the Stockholders Agreement, including provisions relating to (a) the composition of the board of directors of Apex Holdings, (b) information rights and reporting obligations, (c) transfer restrictions and rights of first refusal, (d) tag-along